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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FINANCIAL INSTITUTIONS INSURANCE GROUP,LTD.
(Name of the Issuer)
John A. Dore
Financial Institutions Insurance Group, Ltd.
Castle Harlan Partners II, L.P.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
317588 10 1
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(CUSIP Number of Class of Securities)
WITH A COPY TO:
JAMES M. VAN VLIET,JR. COLLEEN M. HENNESSY MARC WEINGARTEN, ESQ.
SCHIFF HARDEN & WAITE LORD BISSELL & BROOK SCHULTE ROTH & ZABEL
7200 SEARS TOWER 115 SOUTH LASALLE STREET 900 THIRD AVENUE
CHICAGO, IL 60606 CHICAGO, IL 60603 NEW YORK, NY 10022
(312) 876-1000 (312) 443-1769 (212) 758-0404
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
THIS STATEMENT IS FILED IN CONNECTION WITH (CHECK THE APPROPRIATE BOX):
A. [x] THE FILING OF SOLICITATION MATERIALS OR AN INFORMATION STATEMENT
SUBJECT TO REGULATION 14A [17 CFR 240.14A-1 TO 240.14B-1], REGULATION
14C [17 CFR 240.14C-1 TO 240.14C-101] OR RULE 13E-3(C) [Section
240.13E-3(C)] UNDER THE SECURITIES EXCHANGE ACT OF 1934.
B. [ ] THE FILING OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933.
C. [ ] A TENDER OFFER.
D. [ ] NONE OF THE ABOVE.
CHECK THE FOLLOWING BOX IF THE SOLICITING MATERIALS OR INFORMATION STATEMENT
REFERRED TO IN CHECKING BOX (A) ARE PRELIMINARY COPIES: [x]
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$54,139,930 $10,827.97
[x] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 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: $10,827.97 FILING PARTY: FINANCIAL INSTITUTIONS INSURANCE GROUP, LTD.
FORM OF REGISTRATION NO.: SCHEDULE 14A DATE FILED: MAY 22, 1996
* THE TRANSACTION VALUATION IS BASED UPON (I) $16.00, AS THE AMOUNT PER SHARE
WHICH WILL BE PAID BY THE ACQUIRING PARTY IN CASH, MULTIPLIED BY
(II) THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING PLUS THE
DIFFERENCE BETWEEN $16.00 AND THE EXERCISE PRICE FOR EACH OUTSTANDING OPTION
TO ACQUIRE COMMON STOCK OF THE ISSUER.
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INTRODUCTORY NOTE
This Rule 13E-3 Transaction Statement on Amendment No. 1 to Schedule
13E-3 amends and supplements the Rule 13E-3 Transaction Statement on Schedule
13E-3 dated May 21, 1996, relating to the proposed merger of FIIG Merger Corp.
("Buyer Sub") with and into Financial Institutions Insurance Group, Ltd. (the
"Company") pursuant to the Merger Agreement dated as of April 12, 1996 by and
among the Company, Buyer Sub and FIIG Holding Corp. ("Buyer"). Buyer currently
is a wholly-owned subsidiary of Castle Harlan Partners II, L.P. ("CHP II"). It
is expected that John A. Dore, President and Chief Executive Officer of the
Company, will receive options to acquire approximately 7% of the outstanding
shares of Buyer after the Merger (of which approximately 3% will be issued in
exchange for the cancellation of certain of his options in the shares of the
Company).
The filing of this Schedule 13E-3 shall not be deemed an admission by CHP
II that it is an affiliate of the Company. Information set forth herein with
respect to the Company has been furnished by the Company, and CHP II takes no
responsibility for the accuracy thereof except for its actual knowledge.
Information set forth herein with respect to CHP II has been furnished by CHP
II, and the Company takes no responsibility for the accuracy thereof except for
its actual knowledge.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement
of the information required to be included in response to the items of Schedule
13E-3. The information in the Proxy Statement is hereby expressly incorporated
herein by reference and the responses to each item are qualified in their
entirety by the information contained in the Proxy Statement.
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CROSS REFERENCE SHEET
(Pursuant to General Instruction F
to Schedule 13E-3)
Item in Location in
Schedule 13E-3 Proxy Statement
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Item 1 (a) Cover Page
(b) SUMMARY -- General; The Special Meeting;
INTRODUCTION -- Voting Rights; Vote Required For
Approval
(c) SUMMARY -- Comparative Market Price Data
(d) SUMMARY -- Dividends
(e) Not applicable
(f) STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS
Item 2 Cover Page; SUMMARY -- General
Item 3 SPECIAL FACTORS -- Background of the Merger;
SPECIAL FACTORS -- Interests of Certain Persons in the
Merger; SPECIAL FACTORS -- Interest of John A. Dore and
Management in the Merger
Item 4 (a) SUMMARY; INTRODUCTION; SPECIAL FACTORS; THE MERGER
(b) SUMMARY -- General; SUMMARY -- Interests of Certain
Persons in the Merger; SPECIAL FACTORS -- Interest
of John A. Dore and Management in the Merger;
SPECIAL FACTORS -- Interests of Certain Persons in
the Merger; SPECIAL FACTORS -- Purpose and Certain
Effects of the Merger
Item 5 THE MERGER -- Plans or Proposals After the Merger;
SPECIAL FACTORS --Purposes and Certain Effects of
the Merger; SUMMARY -- Certain Effects of the Merger
Item 6 (a) THE MERGER -- Source and Amount of Funds; SPECIAL
FACTORS -- Interest of John A. Dore and Management
in the Merger
(b) THE MERGER AGREEMENT -- Expenses
(c)-(d) THE MERGER -- Source and Amount of Funds
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Item 7 (a)-(d) SPECIAL FACTORS -- Background of the Merger; SPECIAL
FACTORS -- The Board of Directors' Reasons for the Merger;
Recommendation of the Company's Board of Directors;
SPECIAL FACTORS -- Interest of John A. Dore and
Management in the Merger; SPECIAL FACTORS -- Purpose and
Certain Effects of the Merger; SPECIAL FACTORS -- Certain
Federal Income Tax Consequences of the Merger to the
Company's Stockholders
Item 8 (a)-(b) SUMMARY; SPECIAL FACTORS -- The Board of Directors' Reasons
for the Merger; Recommendation of the Company's Board of
Directors; SPECIAL FACTORS -- Interest of John A. Dore
and Management in the Merger; SPECIAL FACTORS -- Dore's Belief
as to the Fairness of the Merger; SPECIAL FACTORS - CHP II's
Belief as to the Fairness of the Merger
(c) INTRODUCTION -- Voting Rights; Vote Required For Approval
(d)-(f) SPECIAL FACTORS -- The Board of Directors' Reasons for the
Merger; Recommendation of the Company's Board of
Directors; SPECIAL FACTORS -- Background of the Merger
Item 9 SPECIAL FACTORS -- The Board of Directors' Reasons for the
Merger; Recommendation of the Company's Board of Directors;
SPECIAL FACTORS -- Background of the Merger; SPECIAL FACTORS
-- Dore's Belief as to the Fairness of the Merger; SPECIAL
FACTORS -- CHP II's Belief as to the Fairness of the Merger;
SPECIAL FACTORS -- Opinion of Investment Banker; Appendix C
Item 10 (a) STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
OWNERS
(b) Not applicable
Item 11 SPECIAL FACTORS -- Voting Agreements; SPECIAL FACTORS --
Interest of John A. Dore and Management in the Merger
Item 12 SPECIAL FACTORS -- The Board of Directors' Reasons
for the Merger; Recommendation of the Company's Board of
Directors; SPECIAL FACTORS -- Interest of John A. Dore and
Management in the Merger; SPECIAL FACTORS -- Voting Agreements
Item 13 (a) THE MERGER -- Rights of Dissenting Stockholders
(b) Not applicable
(c) Not applicable
Item 14 (a) BUSINESS, FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION
AND ANALYSIS
(b) Not applicable
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Item 15 (a) SUMMARY; SPECIAL FACTORS -- Interest of John A. Dore and
Management in the Merger; SPECIAL FACTORS -- Opinion of
Investment Banker
(b) INTRODUCTION -- Solicitation of Proxies
Item 16 Proxy Statement generally
Item 17 (a) Letter dated June 4, 1996 from ING Capital Corporation to
CHP II
(b)(1) Appendix C to Proxy Statement
(b)(2) Forecasts
(b)(3) William Blair Report
(b)(4) Am-Re Consultants, Inc. Due Diligence Review
(c)(1) Appendix D to Proxy Statement
(c)(2) Letter Agreement dated January 4, 1996 between Castle
Harlan, Inc. and John A. Dore
(d) Proxy Statement
(e) Appendix B to Proxy Statement
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) Reference hereby is made to the information set forth on the
cover page of the Proxy Statement, which information is incorporated herein by
reference.
(b) Reference hereby is made to the information set forth under
the headings "INTRODUCTION -- Voting Rights; Vote Required for Approval" and
"SUMMARY -- General; The Special Meeting" in the Proxy Statement, which
information is incorporated herein by reference.
(c) Reference hereby is made to the information set forth under
the heading "SUMMARY -- Comparative Market Price Data" in the Proxy Statement,
which information is incorporated herein by reference.
(d) Reference hereby is made to the information set forth under
the heading "SUMMARY -- Dividends" in the Proxy Statement, which information is
incorporated herein by reference.
(e) Not applicable.
(f) Reference hereby is made to the information set forth under
the heading "STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" in
the Proxy Statement, which information is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) The persons filing this statement are John A. Dore, Financial
Institutions Insurance Group Ltd., a Delaware corporation, and Castle Harlan
Partners II, L.P. , a Delaware limited partnership ("CHP II"). Mr. Dore has
been President and Chief Executive Officer of the Company and its subsidiaries
since October, 1990. The address of the Company is 300 Delaware Avenue, Suite
1704, Wilmington, Delaware 19801. CHP II invests in businesses for long-term
appreciation. The address of CHP II is 150 East 58th Street, New York, New
York 10011. Reference hereby is made to the information set forth under the
heading "SUMMARY -- The Parties to the Transaction" in the Proxy
Statement, which information is incorporated herein by reference.
(e) None.
(f) None.
(g) John A. Dore is a citizen of the United States of America.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) Reference hereby is made to the information set forth under
the headings "SPECIAL FACTORS -- Interests of Certain Persons in the Merger" and
"SPECIAL FACTORS -- Background of the Merger" in the Proxy Statement, which
information is incorporated herein by reference.
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(b) Reference hereby is made to the information set forth under
the headings "SPECIAL FACTORS -- Background of Merger" and "SPECIAL FACTORS --
Interest of John A. Dore and Management in the Merger" in the Proxy Statement,
which information is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) Reference hereby is made to the information set forth under
the headings "SUMMARY," "INTRODUCTION," "SPECIAL FACTORS" and "THE MERGER" in
the Proxy Statement, which information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under
the headings "SUMMARY," "SPECIAL FACTORS -- Interest of John A. Dore and
Management in the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in
the Merger" and "SPECIAL FACTORS -- Purpose and Certain Effects of the Merger"
in the Proxy Statement, which information is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Reference hereby is made to the information set forth under the
headings "THE MERGER -- Plans or Proposals After the Merger," "SPECIAL FACTORS
- -- Purposes and Certain Effects of the Merger" and "SUMMARY -- Certain Effects
of the Merger" in the Proxy Statement, which information is incorporated herein
by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference hereby is made to the information set forth under
the headings "THE MERGER -- Source and Amount of Funds" and "SPECIAL FACTORS --
Interest of John A. Dore and Management in the Merger" in the Proxy Statement,
which information is incorporated herein by reference.
(b) Reference hereby is made to the information set forth under
the heading "THE MERGER AGREEMENT -- Expenses" in the Proxy Statement, which
information is incorporated herein by reference.
(c)-(d) Reference hereby is made to the information set forth under
the heading "THE MERGER -- Source and Amount of Funds" in the Proxy Statement,
which information is incorporated herein by reference. John A. Dore does not
expect to borrow any funds in connection with the Merger.
ITEM 7. PURPOSE, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) Reference hereby is made to the information set forth under
the headings "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
The Board of Directors' Reasons for the Merger; Recommendation of the
Company's Board of
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Directors," "SPECIAL FACTORS --Interest of John A. Dore and Management in the
Merger," "SPECIAL FACTORS -- Purpose and Certain Effects of the Merger" and
"SPECIAL FACTORS -- Certain Federal Income Tax Consequences of the Merger to
the Company's Stockholders" in the Proxy Statement, which information is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) Reference hereby is made to the information under the headings
"SUMMARY," "SPECIAL FACTORS -- The Board of Directors' Reasons for the Merger;
Recommendation of the Company's Board of Directors," "SPECIAL FACTORS --
Interest of John A. Dore and Management in the Merger," "SPECIAL FACTORS --
Dore's Belief as to the Fairness of the Merger" and "SPECIAL FACTORS -- CHP II's
Belief as to the Fairness of the Merger" in the Proxy Statement,
which information is incorporated herein by reference.
(c) The Merger is not structured to require approval by a majority
of unaffiliated stockholders. Reference hereby is made to the information
under the heading "INTRODUCTION -- Voting Rights; Vote Required For Approval"
in the Proxy Statement, which information is incorporated herein by reference.
(d)-(f) Reference is hereby made to the information under the headings
"SPECIAL FACTORS -- Background of the Merger" and "SPECIAL FACTORS -- The
Board of Directors' Reasons for the Merger; Recommendation of the Board of
Directors" in the Proxy Statement, which information is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) Reference hereby is made to Exhibit 17(b)(3), Exhibit
17(b)(4), the information in Appendix C of the Proxy Statement and under the
headings "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Opinion of Investment Banker," "SPECIAL FACTORS -- The Board of Directors'
Reasons for the Merger; Recommendation of the Board of Directors," "SPECIAL
FACTORS -- Dore's Belief as to the Fairness of the Merger" and "SPECIAL
FACTORS -- CHP II's Belief as to the Fairness of the Merger" in the Proxy
Statement, which information is incorporated herein by reference.
ITEM 10. INTERESTS IN SECURITIES OF THE ISSUER.
(a) Reference hereby is made to the information under the heading
"STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" in the Proxy
Statement, which information is incorporated herein by reference. Neither CHP
II, Castle Harlan Associates, L.P., Castle Harlan Partners II GP, Inc. nor John
K. Castle own any stock in the Company.
(b) None.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Reference hereby is made to the information under the headings
"SPECIAL FACTORS -- Voting Agreements," and "SPECIAL FACTORS -- Interest of John
A. Dore."
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and Management in the Merger" in the Proxy Statement, which information is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a)-(b) Reference hereby is made to the information under the
headings "SPECIAL FACTORS -- Voting Agreements," "SPECIAL FACTORS -- The
Board of Directors' Reasons for the Merger; Recommendation of the Company's
Board of Directors," and "SPECIAL FACTORS -- Interest of John A. Dore and
Management in the Merger" in the Proxy Statement, which information is
incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Reference hereby is made to the information under the heading
"THE MERGER -- Rights of Dissenting Stockholders" in the Proxy Statement,
which information is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) (1)-(2) Reference hereby is made to the information under the
heading "BUSINESS, FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION
AND ANALYSIS" in the Proxy Statement, which information is
incorporated herein by reference.
(3) Not Applicable.
(4) Book value per share as of December 31, 1995 was
$14.32/share and as of March 31, 1996 was $14.65/share.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Reference hereby is made to the information under the headings
"SUMMARY," "SPECIAL FACTORS -- Interest of John A. Dore and Management in the
Merger" and "SPECIAL FACTORS -- Opinions of Investment Banker" in the Proxy
Statement, which information is incorporated herein by reference.
(b) Reference hereby is made to the information under the heading
"INTRODUCTION -- Solicitation of Proxies" in the Proxy Statement, which
information is incorporated herein by reference.
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ITEM 16. ADDITIONAL INFORMATION.
Reference hereby is made to the Proxy Statement, which contains
additional information regarding the Merger, which information is incorporated
herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter dated June 4, 1996 from ING Capital Corporation to CHP
II.
(b)(1) Opinion of William Blair & Company L.L.C. (Attached as
Appendix C to the Proxy Statement)
(b)(2) Forecasts.
(b)(3) William Blair Report
(b)(4) Am-Re Consultants, Inc. Due Diligence Report.
(c)(1) Form of Voting Agreement. (Attached as Appendix D to the
Proxy Statement)
(c)(2) Letter Agreement dated January 4, 1996 between Castle Harlan,
Inc. and John A. Dore.
(d) A copy of the Proxy Statement is incorporated herein by
reference.
(e) Section 262 of the Delaware General Corporation Law. (Attached
as Appendix B to the Proxy Statement)
SIGNATURE
After due inquiry, and to the best of my knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.
Date: August 9, 1996 /s/ John A. Dore
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John A. Dore
FINANCIAL INSTITUTIONS INSURANCE GROUP,
LTD.
By: /s/ R. Keith Long
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R. Keith Long, Chairman of the
Board
CASTLE HARLAN PARTNERS II, L.P.
By Castle Harlan, Inc., its Investment
Manager
By:
/s/ Jeffrey Siegal
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Jeffrey Siegal, Managing Director
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EXHIBIT INDEX
Number Description
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17(a) Letter dated June 4, 1996 from ING Capital Corporation to CHP II . .
17(b)(2) Forecasts. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .
17(b)(3) William Blair Report . . . . . . . . . . . . . . . .. . . . . . . . .
17(b)(4) Am-Re Consultants, Inc. Due Diligence Report. . . . . . . . . . . . .
17(c)(2) Letter Agreement dated January 4, 1996 between Castle Harlan, Inc. and
John A. Dore . . . . . . . . . . . . . . . . . . . . .. . . . . . .
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