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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 2)
Solicitation/Recommendation Statement Pursuant to
Section Rule 14(d)(4) of the Securities Exchange Act of 1934
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SCOR U.S. CORPORATION
(Name of Subject Company)
SCOR U.S. CORPORATION
(Name of Person Filing Statement)
Common Stock, par value $0.30 per share
(Title of Class of Securities)
784027104
(CUSIP Number of Class of Securities)
John T. Andrews
Senior Vice President and General Counsel
2 World Trade Center
New York, New York 10048-0178
Telephone: (212) 912-0017
(Name, address (including zip code) and telephone number (including area code)
of person authorized to receive notices and communications on behalf
of the persons filing statement)
Copy to:
Phillip R. Mills, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended (the
"Schedule 14D-9") of SCOR U.S. Corporation, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on November 9,
1995, relating to the tender offer for all outstanding shares of common stock,
par value $.30 per share, of the Company by SCOR Merger Sub Corporation, a
Delaware corporation. Terms not defined herein shall have the meaning set
forth on the Schedule 14D-9.
Item 9. Materials to be Filed as Exhibits.
Item 9(b) is hereby amended by adding the following Exhibit thereto:
Exhibit 7(*) - Opinion of Dillon, Read & Co. Inc. dated November 2, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: December 6, 1995 SCOR U.S. Corporation
By: /s/ Jerome Karter
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Name: Jerome Karter
Title: President and
Chief Executive Officer
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(*) This Exhibit replaces Exhibit 7 in its entirety previously filed with the
Schedule 14D-9.