Exhibit 8
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
212-906-7000
October 10, 1995
SCOR U.S. Corporation
110 William Street
New York, NY 10038-3995
Attention: Special Committee of the Board of Directors
Gentlemen:
1. We understand that the Board of Directors of SCOR U.S. Corporation (the
"Company") has received from SCOR S.A. a proposal whereby SCOR S.A. would
acquire all of the publicly held outstanding shares of common stock, par value
$0.30 per share (the "Common Shares"), of the Company not currently owned by
SCOR S.A. at a purchase price of $14.00 in cash per Common Share. As used in
this letter, the term "Transaction" refers to any transaction pursuant to which
SCOR S.A. or any other affiliated entity acquires the outstanding minority
interest in the capital stock or assets of the Company, whether by way of
merger, consolidation, reorganization or other business combinations, a tender
or exchange offer, a recapitalization or otherwise.
2. This letter confirms the agreement of the Company to engage Dillon,
Read & Co. Inc ("Dillon Read") to serve as financial advisor to the Special
Committee of the Company's Board of Directors (the "Special Committee") with
respect to the proposed Transaction. If requested, Dillon Read shall render a
written opinion (the "Opinion") relating to the fairness from a financial point
of view of the consideration to be received by the public holders of Common
Shares pursuant to the proposed Transaction, which Opinion shall be updated in
connection with obtaining approval from shareholders of the Company in
connection with the Transaction.
3. For Dillon Read's services hereunder, the Company agrees to pay fees to
Dillon Read in cash as follows:
(a) $250,000 upon the execution of this Agreement, and
Dillon Read & Co. Inc.
(b) $250,000 upon the completion or abandonment of this
Transaction, which for purposes of this subsection (b) shall be the
earliest of (i) the successful completion of the Transaction, (ii) the
date the Company or SCOR S.A. abandons or terminates the Transaction,
(iii) the date the Special Committee advises Dillon Read that it does
not require Dillon Read's Opinion and (iv) October 10, 1996. This
additional fee shall be payable whether or not a Transaction is
consummated. No additional fee shall be paid in connection with any
reconsideration pursuant to Paragraph 7 below.
Whether or not (i) a Transaction is consummated or (ii) an Opinion is
required, the Company will reimburse Dillon Read, upon its demand from time to
time, for the expenses reasonably incurred and adequately documented by it on or
after October 10, 1995 in entering into and performing services pursuant to this
Agreement (including the fees and disbursements of Dillon Read's counsel).
4. In the ordinary course of its business, Dillon Read may trade the
securities of both the Company and the acquiror for its own account and for the
accounts of customers, and it may at any time hold a long or short position in
such securities. In doing so, Dillon Read is aware of its duties and
responsibilities under applicable law.
5. The Company will make available to Dillon Read all information
concerning the Company's business, assets, operations or financial condition
which Dillon Read reasonably requests in connection with the performance of its
services hereunder. The Company will make its management and other personnel
and appropriate representatives of its independent public accountants and its
advisors available to Dillon Read for discussions and consultations at such
times as Dillon Read may reasonably request in connection with the performance
of its services hereunder. The Company understands that in rendering services
hereunder Dillon Read will be relying, without independent verification, upon
the accuracy and completeness of all information that is or will be furnished to
Dillon Read by or on behalf of the Company and Dillon Read will not in any
respect be responsible for the accuracy or completeness thereof. As a condition
to Dillon Read's being furnished such information, Dillon Read agrees to treat
such information confidentially and to use such information solely for the
purpose of performing its responsibilities hereunder and such information will
not be disclosed except to employees who need such information in connection
with the Transaction or as required by law.
6. The written Opinion rendered by Dillon Read pursuant to this Agreement
may be reproduced in full in any disclosure document relating to the Transaction
that is mailed by the Company, SCOR S.A. or its affiliates to its shareholders;
provided, however, that all reference to Dillon Read in any such disclosure
document and the description or inclusion of its Opinion and advice shall be
subject to Dillon Read's prior written consent with respect to form and
substance. Except (a) as permitted by the immediately preceding sentence or (b)
to the extent legally required (after consultation with Dillon Read and its
counsel, none of (a) the name of Dillon Read, (b) any advice
Dillon Read & Co. Inc.
rendered by Dillon Read to the Company or the Special Committee or (c) any
communication from Dillon Read in connection with the services performed by
Dillon Read pursuant to this Agreement will be quoted or referred to orally or
in writing by the Company or any of its affiliates or any of their agents,
without Dillon Read's prior written consent.
7. With respect to any opinion delivered prior to the completion of the
Transaction, it is understood that Dillon Read may reconsider its opinion upon
review of any disclosure document relating to the Transaction in final form and
any report, document, release or communication published or filed by or on
behalf of the Company in connection with the Transaction and upon review of such
other information as may hereafter be disclosed or otherwise becomes available
to Dillon Read.
8. In the event that Dillon Read becomes involved in any action,
proceeding, investigation or inquiry in connection with any matter referred to
in this Agreement or arising out of the matters contemplated by this Agreement,
the Company will reimburse Dillon Read for its legal and other expenses
(including the cost of any investigation and preparation) as they are incurred
by Dillon Read in connection therewith provided that such legal and other
expenses do not arise primarily out of a final judicial determination of gross
negligence or bad faith on the part of Dillon Read in performing the services
which are the subject of this Agreement. The Company also agrees to indemnify
Dillon Read and hold it harmless against any losses, claims, damages or
liabilities in connection with any matter referred to in this Agreement or
arising out of the matters contemplated by this Agreement, unless it shall be
finally judicially determined that such losses, claims, damages or liabilities
arise primarily out of the gross negligence or bad faith of Dillon Read in
performing the services which are the subject of this Agreement; and if such
indemnification were for any reason not to be available, to contribute to the
losses, claims, damages and liabilities involved in the proportion that the
Company's interest bears to Dillon Read's interest in the matters contemplated
by this Agreement. For purposes of this paragraph, the term Dillon Read shall
include Dillon Read, its officers, directors, employees, agents and controlling
persons. The foregoing agreement shall be in addition to any rights that any
indemnified party may have at common law or otherwise.
9. Dillon Read's services hereunder may be terminated by the Special
Committee at any time without liability or continuing obligation of the Special
Committee except that Dillon Read's fees pursuant to Section 3 hereof shall
become immediately payable in full and except for expenses incurred by Dillon
Read as a result of services rendered prior to the date of termination and
provided that the provisions of Sections 5, 6, 7 and 8 hereof shall remain
operative and in full force and effect regardless of any termination.
10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of
law.
11. This Agreement shall be binding upon Dillon Read and the Company and
the successors and assigns of both and any successor of any substantial portion
of the Company's and Dillon Read's respective businesses and/or assets.
Dillon Read & Co. Inc.
If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below, whereupon this Agreement
and your acceptance shall constitute a binding agreement between us.
Very truly yours,
DILLON, READ & CO INC.
By: /s/ David M. Dickson, Jr.
-------------------------
David M. Dickson, Jr.
Senior Vice President
Accepted and agreed to
as of the date first
above written:
SCOR U.S. CORPORATION
By: /s/ David J. Sherwood
------------------------
David J. Sherwood
On behalf of the Company and
the Special Committee of the
Board of Directors