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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(FINAL AMENDMENT)
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING ASSOCIATED RIGHTS TO PURCHASE SERIES
A JUNIOR PARTICIPATING PREFERRED STOCK)
(Title of Class of Securities)
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
N/A per General Instruction E N/A per General Instruction E
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: [X]
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This Final Amendment (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,
Amendment No. 4 to the Schedule TO filed May 16, 2001, Amendment No. 5 to the
Schedule TO filed May 18, 2001, and Amendment No. 6 to the Schedule TO filed May
18, 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 April 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Friday May 25, 2001
(the "Expiration Date"). According to the Depositary, based on a preliminary
count, there were validly tendered and not properly withdrawn 12,249,738 Shares,
as of the Expiration Date, representing approximately 94% of the Shares
currently outstanding. The Purchaser has accepted for payment all Shares validly
tendered in accordance with the Offer. On May 29, 2001, Parent and the
Purchaser issued a joint press release, a copy of which is attached hereto as
Exhibit (a)(1)(I) and is incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following text thereafter:
(a)(1)(I) Text of the joint press release issued by Parent and the Company
on May 29, 2001.
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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
--------------------
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
--------------------
John L.P. Whiter
Chief Financial Officer
BENFIELD GREIG HOLDINGS LIMITED
By: /s/ John L.P. Whiter
--------------------
John L.P. Whiter
Director
GREIG FESTER GROUP LIMITED
By: /s/ John L.P. Whiter
--------------------
John L.P. Whiter
Director
Dated: May 29, 2001
INDEX TO EXHIBITS
Exhibit
Number Document
- ------- --------
(a)(1)(A)* -- Offer to Purchase dated April 30, 2001.
(a)(1)(B) * -- Letter of Transmittal.
(a)(1)(C) * -- Notice of Guaranteed Delivery.
(a)(1)(D) * -- Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(1)(E) * -- Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
(a)(1)(F) * -- Guidelines for the Internal Revenue Service on Form W-9.
(a)(1)(G) * -- Summary Advertisement published April 30, 2001.
(a)(1)(H)* -- Text of Joint Press Release issued by Parent and the Company on May 18, 2001.
(a)(1)(I) -- Text of Joint Press Release issued by Parent and the Company on May 29, 2001.
(a)(5)* -- Benfield Greig Group plc audited financial statements for the fiscal years ended
December 31, 2000 and 1999.
(b) * -- $390,000,000 Facilities Agreement, dated April 30, 2001 for the 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.
*As previously filed.
Exhibit (a)(1)(I)
[LOGO OF BENFIELD GREIG GROUP] [LOGO OF E.W. BLANCH HOLDINGS, INC.]
BENFIELD GREIG GROUP PLC
BENFIELD GREIG COMPLETES TENDER OFFER FOR E.W. BLANCH SHARES
London, England, and Dallas, Texas, May 29, 2001 - 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 successfully completed its cash tender offer at $13.50
per share for all outstanding shares of common stock of E.W. Blanch. The tender
offer expired as scheduled at 12:00 midnight, New York City time, on Friday, May
25, 2001.
Benfield Greig has been advised by U.S. Trust Company of New York, the
depositary for the tender offer, that as of the expiration of the tender offer,
a total of 12,249,738 shares of E.W. Blanch common stock, representing
approximately 94% of E.W. Blanch's issued and outstanding common shares, had
been validly tendered and not withdrawn. All validly tendered shares have been
accepted for payment and Benfield Greig expects payment to be made for the
accepted shares promptly in accordance with the terms of the tender offer.
Benfield Greig intends to complete the acquisition of E.W. Blanch as
promptly as practicable through a merger in which all the shares of E.W. Blanch
common stock not tendered in the tender offer will be converted into the right
to receive the same $13.50 per share in cash. Because over 90% of the issued
and outstanding shares of E.W. Blanch common stock were tendered, this merger
can be effected without a meeting of E.W. Blanch shareholders.
John Coldman, Chairman of Benfield Greig said: "We are delighted that the
Blanch shareholders have given our offer overwhelming support. We will move
swiftly to integrate both businesses for the benefit of our customers, employees
and shareholders throughout the world."
Grahame Chilton, Chief Executive of Benfield Greig said: "We are looking
forward to working closely with our friends and colleagues at Blanch to
reinvigorate the US business using the Benfield Blanch brand, whilst
significantly enhancing reach for our US customers and driving growth forward."
About Benfield Greig
Benfield Greig was formed in 1997 following the merger of Benfield Group plc and
Greig Fester Group Limited and is one of the world's leading international
reinsurance intermediary and risk advisory groups.
Benfield Greig is an independent group, being privately owned and majority
controlled by its management and employees. Also included amongst its
shareholders are a number of the world's leading insurers and reinsurers.
About E.W. Blanch
E.W. Blanch is a leading provider of integrated risk management and distribution
services, including reinsurance intermediary services, risk management
consulting and administration services and primary distribution services. E.W.
Blanch is headquartered in Dallas, Texas with branch offices throughout the U.S.
and strategic locations in Europe and Latin America.
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
For Benfield Greig US:
Howard Liszt
Benfield Greig US
Tel: + 1 612 626 2031
Email: HLiszt@mr.net
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 has been made in other documents 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.