SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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November 2, 1995
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(Date of Report; Date of Earliest Event Reported)
SCOR U.S. CORPORATION
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-15176 75-1791342
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
Two World Trade Center, New York New York 10048-0178
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(Address of Principal Executive Offices) (Zip Code)
(212) 390-5200
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(Registrant's telephone number, including area code)
110 William Street, New York New York 10038-3995
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(Former name or former address, if changed since last report)
Items 1-4. Not Applicable.
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Item 5. Other Events.
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On November 2, 1995, SCOR U.S. Corporation, a
Delaware corporation (the "Company"), entered into an
Agreement and Plan of Merger, dated as of November 2, 1995
(the "Merger Agreement") with SCOR S.A., a societe anonyme
organized under the laws of The Republic of France
("Parent"), and SCOR Merger Sub Corporation, a newly
organized Delaware corporation and a wholly-owned subsidiary
of Parent ("Merger Sub").
Pursuant to the Merger Agreement, Merger Sub has
agreed to commence a tender offer (the "Offer") for all of
the outstanding shares of common stock, par value $0.30 per
share, of the Company at a price of $15.25 per share, net to
the seller in cash, without interest thereon, subject to the
terms and conditions set forth in the Merger Agreement and
to be set forth in the tender offer documents. If the Offer
is successfully completed, holders of the 5-1/4% Convertible
Subordinated Debentures due April 1, 2000 of the Company
would have the right to require the Company to repurchase
such Convertible Debentures at a price equal to 100% of the
principal amount thereof, together with accrued and unpaid
interest to the repurchase date. The Merger Agreement
provides for the merger of Merger Sub (the "Merger") with
and into the Company after completion of the Offer upon the
terms and subject to the conditions contained in the Merger
Agreement.
The foregoing description is qualified in its
entirety by reference to the Merger Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated by
reference herein.
Item 6. Not Applicable.
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Item 7. Financial Statements
Pro Forma Financial Information and Exhibits.
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(a)-(b) Not Applicable.
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(c) Exhibits Required by Item 601 of Regulation S-K
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2.1 Agreement and Plan of Merger among SCOR U.S.
Corporation, SCOR Merger Sub Corporation and
SCOR U.S., dated as of November 2, 1995.
Item 8. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: November 6, 1995
SCOR U.S. CORPORATION
By /s/ John T. Andrews, Jr.
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Name: John T. Andrews, Jr.
Title: Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
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2.1. Agreement and Plan of Merger among SCOR U.S.
Corporation, SCOR Merger Sub Corporation and
SCOR S.A., dated as of November 2, 1995.