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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 5)
(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 (HOLDINGS), INC.
BENFIELD GREIG HOLDINGS LIMITED
GREIG FESTER GROUP LIMITED
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 J. BURTON, LLB
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**
$182,270,588 $36,454
* For purposes of calculating the filing fee only. This calculation assumes
the purchase of 13,501,525 shares of common stock of E.W. Blanch Holdings,
Inc. (including 456,091 shares that would be issued upon exercise of all
outstanding options) at the tender offer price of $13.50 per share of
common stock.
** The amount of the filing fee, calculated in accordance with Rule
240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of
1% of the transaction valuation.
[X] 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:........................ $36,454
Form or Registration No.:...................... Schedule TO
Filing Party:.................................. Barrel Acquisition Corporation
and Benfield Greig Group plc
Date Filed:.................................... April 30, 2001 and May 15, 2001
[ ] 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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This Amendment No. 5 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Schedule TO") as amended by Amendment No. 1
to the Schedule TO filed March 24, 2001, Amendment No. 2 to the Schedule TO
filed March 30, 2001, Amendment No. 3 to the Schedule TO filed May 14, 2001, and
Amendment No. 4 to the Schedule TO filed May 16, 2001 relating to the offer by
Barrel Acquisition Corporation, a Delaware corporation (the "Purchaser") and a
wholly owned indirect subsidiary of Benfield Greig Group plc, a public limited
company incorporated under the laws of England and Wales ("Parent"), to purchase
all the outstanding shares of common stock, par value $0.01 per share (including
the associated rights to purchase Series A Junior Participating Preferred Stock)
(collectively, the "Shares"), of E.W. Blanch Holdings, Inc., a Delaware
corporation (the "Company"), at a purchase price of $13.50 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 30, 2001 (the "Offer
to Purchase"), and in the related Letter of Transmittal. This Amendment is being
filed on behalf of the Purchaser and Parent. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Offer to Purchase.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 3 of the Schedule TO is hereby amended by adding the following
entities as filing persons:
(1) Greig Fester Group Limited, 55 Bishopsgate, London EC2N 3BD, United
Kingdom. Telephone: (44-20) 7578 7000.
(2) Benfield Greig Holdings Limited, 55 Bishopsgate, London EC2N 3BD,
United Kingdom. Telephone: (44-20) 7578 7000.
(3) Benfield Greig (Holdings), Inc., One Liberty Plaza, 165 Broadway, 31st
Floor, New York, NY 10006. Telephone: (212) 227-1600.
The information set forth as Annex A to this Amendment, concerning the
Directors and Executive Officers of these additional filing persons, is
incorporated by reference. Each of these additional filing persons is a holding
company without any other business operations. Greig Fester Group Limited and
Benfield Greig Holdings Limited are incorporated under the laws of England and
Wales, and Benfield Greig (Holdings), Inc. is a New York corporation. Benfield
Greig (Holdings), Inc. is the parent company of the Purchaser; Benfield Greig
Holdings Limited is the parent company of Benfield Greig (Holdings), Inc.; Greig
Fester Group Limited is the parent company of Benfield Greig Holdings Limited;
and Greig Fester Group Limited is a direct subsidiary of Parent.
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During the last five years, none of these additional filing persons, nor to
the best knowledge of these additional filing persons, any of the persons listed
on Annex A to this Amendment (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violations of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
The first paragraph of Section 14 of the Offer to Purchase is hereby
deleted and replaced with the following:
The Purchaser shall not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including
Rule 14e-1(c) under the Exchange Act (relating to Purchaser's
obligation to pay for or return tendered Shares promptly after the
termination or withdrawal of the Offer), to pay for any Shares not
theretofore accepted for payment or paid for, and Purchaser (subject
to any such applicable rules and regulations of the SEC) may amend or
terminate the Offer or postpone the acceptance for payment, may delay
the acceptance for payment of or the payment for any tendered Shares
and (except as provided in the Merger Agreement) amend or terminate
the Offer as to such Shares not theretofore accepted for payment or
paid for if at any time on or after the date of the Merger Agreement
and at or before the Expiration Date:
The paragraph of Section 14 of the Offer to Purchase beginning with the
number (vi) is hereby deleted and replaced with the following:
(vi) any of the following conditions exists and is continuing:
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The tenth paragraph of Section 11 of the Offer to Purchase is hereby
amended by the insertion of the following text after the second sentence
thereof:
Specifically, Parent's advisors expressed concern about the Company's
ability to obtain sufficient new business to meet revenue forecasts,
certain litigation and other potential exposures, and possible
severance liabilities.
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SIGNATURES
After due 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.
BARREL ACQUISITION CORPORATION
By: /s/ John L.P. Whiter
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John L.P. Whiter
President
BENFIELD GREIG GROUP PLC
By: /s/ John L.P. Whiter
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John L.P. Whiter
Director
BENFIELD GREIG (HOLDINGS), INC.
By: /s/ John L.P. Whiter
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John L.P. Whiter
Chief Financial Officer
BENFIELD GREIG HOLDINGS LIMITED
By: /s/ John L.P. Whiter
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John L.P. Whiter
Director
GREIG FESTER GROUP LIMITED
By: /s/ John L.P. Whiter
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John L.P. Whiter
Director
Dated: May 17, 2001
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ANNEX A
DIRECTORS OF GREIG FESTER GROUP LIMITED
The name, citizenship, business address, present principal occupation
or employment and five-year employment history of each director of Greig Fester
Group Limited and certain other information are set forth below. Unless
otherwise indicated below, (1) the address of Greig Fester Group Limited is
55 Bishopsgate, London EC2N 3BD, United Kingdom, and (2) the directors listed
below are citizens of the United Kingdom. Greig Fester Group Limited has no
executive officers.
Name and Citizenship Positions and Offices Principal Occupation and Business Experience
(Age at 4/27/01) Greig Fester Group Limited During Past Five Years; Outside Directorships
---------------- -------------------------- ---------------------------------------------
Grahame David Chilton (42)....... Director Reinsurance Broker at Parent since before 1996.
Chief Executive Officer of Parent since 1997
and director of Parent since September 1988.
David John Coldman (53)........... Director Chairman of Parent since October 1996.
Managing Director of Parent from September 1988
until October 1996. Chairman of BRIT
Insurance Holdings PLC (formerly The
Benfield and Rea Investment Trust PLC) from
November 1996 until January 2000.
John Lindsay Pearce Whiter (50)... Director Chief Financial Officer and Director of Parent
since 1994. Senior Partner, Managing Partner,
General Practice Partner and Manager of
Neville Russell prior to 1994.
DIRECTORS OF BENFIELD GREIG HOLDINGS LIMITED
The name, citizenship, business address, present principal occupation
or employment and five-year employment history of each director of Benfield
Greig Holdings Limited and certain other information are set forth below. Unless
otherwise indicated below, (1) the address of Benfield Greig Holdings Limited is
55 Bishopsgate, London EC2N 3BD, United Kingdom, and (2) the directors listed
below are citizens of the United Kingdom. Benfield Greig Holdings Limited has no
executive officers.
Name and Citizenship Positions and Offices Principal Occupation and Business Experience
(Age at 4/27/01) Benfield Greig Holdings Limited During Past Five Years; Outside Directorships
---------------- ------------------------------- ---------------------------------------------
Grahame David Chilton (42)........ Director Reinsurance Broker at Parent since before
1996. Chief Executive Officer of Parent since
1997 and director of Parent since September
1988.
David John Coldman (53)........... Director Chairman of Parent since October 1996.
Managing Director of Parent from September 1988
until October 1996. Chairman of BRIT
Insurance Holdings PLC (formerly The
Benfield and Rea Investment Trust PLC) from
November 1996 until January 2000.
John Lindsay Pearce Whiter (50)... Director Chief Financial Officer and Director of Parent
since 1994. Senior Partner, Managing
Partner, General Practice Partner and
Manager of Neville Russell prior to 1994.
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DIRECTORS AND EXECUTIVE OFFICERS OF
BENFIELD GREIG (HOLDINGS), INC.
The name, citizenship, business address, present principal occupation
or employment and five-year employment history of each director and executive
officer of Benfield Greig (Holdings), Inc. and certain other information are set
forth below. Unless otherwise indicated below, (1) the address of Benfield Greig
(Holdings), Inc. is One Liberty Plaza, 165 Broadway, 31st Floor, New York, NY
10006, and (2) the directors and officers listed below are citizens of the
United Kingdom.
Name and Citizenship Positions and Offices Principal Occupation and Business Experience
(Age at 4/27/01) Benfield Greig (Holdings), Inc. During Past Five Years; Outside Directorships
---------------- ------------------------------- ---------------------------------------------
Grahame David Chilton (42)......... Chief Executive Officer Reinsurance Broker at Parent since before 1996.
and Director Chief Executive Officer of Parent since 1997
and director of Parent since September 1988.
Rodman Reeder Fox President and Director Reinsurance Broker. Director of Parent and
(U.S. Citizen) (37)................ Reinsurance Broker at Parent since March 2000.
Reinsurance Broker of the Company from 1985
until March 2000. Former Director of the
Company, former President and Chief
Operating Officer of E.W. Blanch Co. Inc.
Paul Karon Vice President and Reinsurance Broker. Reinsurance Broker at Parent
(U.S. Citizen) (38)................ Director since March 2000. Reinsurance Broker at the
Company since before 1996 to March 2000.
John Lindsay Pearce Whiter (50) ... Vice President, CFO, Chief Financial Officer and Director of Parent
Secretary, Treasurer and since 1994. Senior Partner, Managing Partner,
Director General Practice Partner and Manager of
Neville Russell prior to 1994.
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