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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 2)
(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 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**
$178,514,504 $35,703
* For purposes of calculating the filing fee only. This calculation assumes
(i) the purchase of 13,045,434 shares of common stock of E.W. Blanch
Holdings, Inc. at the tender offer price of $13.50 per share of common stock
and (ii) payments to holders of 456,091 options with an exercise price of
less than $13.50 in an amount per option equal to the difference between (a)
$13.50 and (b) the applicable exercise price.
** 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.
[ ] 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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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Barrel Acquisition Corporation, a Delaware corporation
("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 (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 April 30, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which
are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. This Schedule TO is being filed on behalf of Purchaser and
Parent.
The information set forth in the Offer to Purchase, including Schedule I
thereto, and the exhibits attached hereto, is hereby incorporated by reference
in answer to items 1 through 11 of this Schedule TO, and is supplemented by the
information specifically provided herein.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
During the last five years, neither Purchaser nor Parent, nor to the best
knowledge of Purchaser and Parent, any of the persons listed on Schedule I to
the Offer to Purchase (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
violation of such laws.
ITEM 10. FINANCIAL STATEMENTS.
The information set forth in the Offer to Purchase under Section 9 ("Certain
Information Concerning Parent and Purchaser") is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated April 30, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
Letter to Brokers, Dealers, Banks, Trust Companies and Other
(a)(1)(D) Nominees.
Letter to Clients for use by Brokers, Dealers, Banks, Trust
(a)(1)(E) Companies and Other Nominees.
(a)(1)(F) Guidelines for the Internal Revenue Service Form W-9.
(a)(1)(G) Summary Advertisement published April 30, 2001.
(a)(5)(A) Benfield Greig Group plc audited financial statements for the fiscal
years ended December 31, 2000 and 1999.
(a)(5)(B) Joint Press Release of Parent and the Company dated April 30, 2001.
(b) $390,000,000 Facilities Agreement, dated April 30, 2001 for Benfield
Greig Group plc arranged by Barclays Capital with Barclays Bank PLC
acting as Agent and Security Trustee.
(d)(1) Agreement and Plan of Merger, dated as of April 15, 2001, among
Parent, Purchaser and the Company.
(d)(2) Confidentiality Agreement, dated November 28, 2000, between Parent
and the Company, as amended.
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
Dated: April 30, 2001
INDEX TO EXHIBITS
Exhibit
Number Document
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(a)(1)(A) Offer to Purchase dated April 30, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
Letter to Brokers, Dealers, Banks, Trust Companies and Other
(a)(1)(D) Nominees.
Letter to Clients for use by Brokers, Dealers, Banks, Trust
(a)(1)(E) Companies and Other Nominees.
(a)(1)(F) Guidelines for the Internal Revenue Service Form W-9.
(a)(1)(G) Summary Advertisement published April 30, 2001.
(a)(5)(A) Benfield Greig Group plc audited financial statements for the fiscal
years ended December 31, 2000 and 1999.
(a)(5)(B) Joint Press Release of Parent and the Company dated April 30, 2001.
(b) $390,000,000 Facilities Agreement, dated April 30, 2001 for Benfield
Greig Group plc arranged by Barclays Capital with Barclays Bank PLC
acting as Agent and Security Trustee.
(d)(1) Agreement and Plan of Merger, dated as of April 15, 2001, among
Parent, Purchaser and the Company.
(d)(2) Confidentiality Agreement, dated November 28, 2000, between Parent
and the Company, as amended.