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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO (AMENDMENT # 1)
(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 D NA per General Instruction D
[ ] 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
[X] 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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Benfield Greig Obtains Shareholder Commitment Required for Acquisition of E.W.
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Blanch
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LONDON and DALLAS, April 23 /PRNewswire Interactive News Release/ --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 Benfield Greig has obtained irrevocable
agreements from certain of its shareholders, representing more than 75% of its
issued share capital, to vote in favor of certain resolutions required for its
proposed acquisition of E.W. Blanch to proceed. The affirmative votes of these
shareholders will be sufficient to pass the necessary resolutions.
Benfield Greig and E.W. Blanch announced last week that they had entered into a
merger agreement under which Benfield Greig will acquire all of the outstanding
shares of E.W. Blanch for USD 13.50 per share in cash, or approximately USD 179
million (GBP 123 million).
Under the terms of the merger agreement, a wholly owned subsidiary of Benfield
Greig will commence a tender offer for all of the outstanding shares of E.W.
Blanch at the purchase price of USD 13.50 per share in cash no later than April
30, 2001. The tender offer is scheduled to expire 20 business days after
commencement unless extended and is subject to financing and other customary
terms and conditions including receipt of all antitrust and other regulatory
approvals. Following the completion of the tender offer, Benfield Greig will
acquire any remaining publicly held shares of E.W. Blanch at the offer price of
USD 13.50 through a merger transaction.
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
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 will only be made in documents to be published in
due course 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.
THE TENDER OFFER WILL BE MADE ONLY THROUGH DEFINITIVE TENDER OFFER DOCUMENTS,
WHICH WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAILED TO
THE STOCKHOLDERS OF E.W. BLANCH HOLDINGS, INC. E.W. BLANCH HOLDINGS, INC.
STOCKHOLDERS SHOULD READ THE TENDER OFFER DOCUMENTS CAREFULLY WHEN THEY ARE
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. FOLLOWING COMPLETION
OF THE TENDER OFFER, BENFIELD GREIG GROUP PLC WILL ACQUIRE ANY REMAINING
PUBLICLY HELD SHARES OF E.W. BLANCH HOLDINGS, INC. AT THE OFFER PRICE OF USD
13.50 THROUGH A MERGER TRANSACTION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A
FREE COPY OF THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY
BENFIELD GREIG GROUP PLC AND E.W. BLANCH HOLDINGS, INC. AT THE SEC'S WEBSITE AT
http://WWW.SEC.GOV. THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY ALSO
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BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO BENFIELD GREIG GROUP PLC.
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