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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO (AMENDMENT # 4)
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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E.W. BLANCH HOLDINGS, INC.
(Name of Subject Company (Issuer))
BARREL ACQUISITION CORPORATION
BENFIELD GREIG GROUP PLC
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING ASSOCIATED RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK)
(Title of Class of Securities)
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093210102
(Cusip Number of Class of Securities)
TIMOTHY BURTON, ESQ.
COMPANY SECRETARY
BENFIELD GREIG GROUP PLC
55 BISHOPSGATE
LONDON EC2N 3BD
UNITED KINGDOM
TELEPHONE: (44-20) 7578 7000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
COPY TO:
NICHOLAS F. POTTER, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 909-6000
CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE
NA per General Instruction E NA per General Instruction E
[ ] CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
240.0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE
WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION
STATEMENT NUMBER OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid:................................................ N/A
Form or Registration No.:.............................................. N/A
Filing Party:.......................................................... N/A
Date Filed:............................................................ N/A
[ ] CHECK THE BOX IF THE FILING RELATES TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
[ ] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
[ ] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
[ ] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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2
[LOGO OF BENFIELD GREIG] [LOGO OF EWB]
BENFIELD GREIG GROUP PLC
PIA APPROVES BENFIELD GREIG ACQUISITION OF E.W. BLANCH
London, England, and Dallas, Texas, May 16, 2001 - Benfield Greig Group plc
("Benfield Greig"), the leading U.K. based independent reinsurance intermediary,
and E.W. Blanch Holdings, Inc. (NYSE: EWB) ("E.W. Blanch"), a leading U.S.
provider of integrated risk management and distribution services, announced
today that the approval of the U.K. Personal Investment Authority required in
connection with the acquisition of E.W. Blanch by Benfield Greig has been
obtained.
On April 15, 2001, E.W. Blanch entered into a merger agreement with Benfield
Greig pursuant to which Benfield Greig has agreed to acquire all of the
outstanding shares of E.W. Blanch for $13.50 per share in a cash tender offer
followed by a merger. Benfield Greig commenced the tender offer on April 30,
2001 and it is scheduled to expire at 12:00 midnight, New York City time, on May
25, 2001, unless extended. The tender offer remains subject to other conditions
described in the tender offer materials previously distributed to E.W. Blanch
shareholders.
-more-
About Benfield Greig
- --------------------
Benfield Greig was formed in 1997 following the merger of Benfield Group plc and
Greig Fester Group Limited and is one of the world's leading international
reinsurance intermediary and risk advisory groups.
Benfield Greig is an independent group, being privately owned and majority
controlled by its management and employees. Also included amongst its
shareholders are a number of the world's leading insurers and reinsurers.
About E.W. Blanch
- -----------------
E.W. Blanch is a leading provider of integrated risk management and distribution
services, including reinsurance intermediary services, risk management
consulting and administration services and primary distribution services. E.W.
Blanch is headquartered in Dallas, Texas with branch offices throughout the U.S.
and strategic locations in Europe and Latin America.
-3-
For further information:
For Benfield Greig Group: For E.W. Blanch:
David Haggie Andrew Brimmer
Haggie Financial Joele Frank, Wilkinson Brimmer Katcher
Tel: + 44 20 7417 8989 Tel: + 1 212 355 4449 (extn 111)
Mobile: + 44 7768 332486 Email: ahb@joelefrank.com
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Email: david@haggie.co.uk
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For Benfield Greig US:
Howard Liszt
Benfield Greig US
Tel: + 1 612 626 2031
Email: HLiszt@mr.net
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Lexicon Partners Limited and Bear, Stearns & Co. Inc. which are regulated in the
United Kingdom by The Securities and Futures Authority Limited, are acting for
Benfield Greig Group plc in connection with the merger and for no one else and
will not be responsible to anyone other than Benfield Greig Group plc for
providing the protections afforded to customers of Lexicon Partners Limited and
Bear, Stearns & Co. Inc. or for providing advice in relation to the merger.
This announcement has been approved by Lexicon Partners Limited and Bear,
Stearns & Co. Inc. for the purposes of Section 57 of the Financial Services Act
1986.
This announcement does not constitute an offer or invitation to purchase any
securities. Any such offer has been made in other documents and any such
purchase should be made solely on the basis of information contained in those
documents.
Except for the historical information contained herein, the matters discussed in
this news release are forward looking statements that involve risks and
uncertainties, many of which are outside the control of E.W. Blanch Holdings,
Inc. and, accordingly, actual results may differ materially. E.W. Blanch
Holdings, Inc.'s Form 10-K filed with the SEC includes a discussion of these
risk factors and is incorporated herein by reference.