Exhibit (a)(1)(I)
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AMENDED AND RESTATED
OFFER TO PURCHASE, DATED JANUARY 21, 2005
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SERIES A PREFERRED SHARES
of
LASALLE RE HOLDINGS LIMITED
at
$1.17 NET PER SHARE
by
LASALLE COVER COMPANY, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 18, 2005
UNLESS THE OFFER IS EXTENDED.
YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE DECIDING WHETHER
TO TENDER YOUR SHARES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS
TRANSACTION, PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION, OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE CONTAINED IN THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS OFFER IS SUBJECT TO CERTAIN CONDITIONS.
SEE "The Tender Offer - Certain Conditions to the Offer" ON PAGE 23.
January 21, 2005
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TABLE OF CONTENTS
Page No.
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Summary Term Sheet......................................................................................1
Questions and Answers About the Offer...................................................................3
Introduction............................................................................................8
The Tender Offer........................................................................................8
1. Terms of the Offer; Expiration Date.......................................................8
2. Acceptance for Payment and Payment.......................................................10
3. Procedures for Accepting the Offer and Tendering Shares..................................11
4. Withdrawal Rights........................................................................14
5. Certain Information Concerning the Company...............................................15
6. Description of Series A Preferred Shares; Dividends; Price Range of the Shares...........17
7. Background of the Offer..................................................................18
8. Certain Information Concerning LLC.......................................................20
9. Certain U.S. Federal Income Tax Consequences.............................................21
10. Effect of the Offer on the Market for the Shares; Exchange Act Registration..............22
11. Source and Amount of Funds...............................................................23
12. Certain Conditions to the Offer..........................................................23
13. Certain Legal Matters; Required Regulatory Approvals.....................................24
14. Dividends and Distributions..............................................................25
15. Certain Fees and Expenses................................................................25
16. Miscellaneous............................................................................26
Exhibit A - Order of the Bermuda Supreme Court........................................................A-1
(i)
SUMMARY TERM SHEET
This summary highlights important information from this Offer to
Purchase, but is intended to be an overview only. We urge you to read carefully
all of the provisions of this Offer to Purchase and the related Letter of
Transmittal. We have included section references to direct you to a more
complete description of the topics contained in this summary.
LaSalle Cover Company, LLC, a Delaware limited liability company
("LCC"), is offering to purchase all outstanding Series A Preferred Shares
("Shares") of LaSalle Re Holdings Limited, a Bermuda company (the "Company"), on
the terms and subject to the conditions set forth in this Offer to Purchase and
in the related Letter of Transmittal (which together constitute the "Offer").
See "The Tender Offer - Terms of the Offer; Expiration Date" on page 8.
The tender price is $1.17 per Share in cash, without interest thereon
(the "Offer Price"). LCC has been advised that the Share record books have been
closed and that it may not be able to effect transfers of record ownership into
its name of Shares tendered to it by a record owner. If that is the case, LCC
will pay the Offer Price to a record owner upon irrevocable assignment to LCC of
all rights to distributions that the record owner may receive with respect to
the tendered Shares ("Assignment"). LCC will pay brokers and dealers $0.15 per
validly tendered Share and Assignment for their efforts in locating owners,
other than brokers and dealers, of Shares and arranging for such owners to
tender their Shares and deliver Assignments. See "The Tender Offer - Terms of
the Offer; Expiration Date" on page 8 and "The Tender Offer - Certain Legal
Matters; Required Regulatory Approvals" on page 24.
Certain principals of LCC now own 131,759 Shares representing 4.39% of
the outstanding Shares. They will not tender their Shares. See "The Tender Offer
- Background of the Offer" on page 18.
The Offer is not conditioned on LCC obtaining any financing. See "The
Tender Offer - Source and Amount of Funds" on page 23.
Shareholders who sell their Shares or deliver Assignments in the Offer
will receive cash for their Shares and Assignments promptly after the expiration
of the Offer and the expiration of all withdrawal rights. Shareholders who do
not sell their Shares or deliver Assignments in the Offer will continue to hold
their Shares and will remain entitled to liquidation payments from the Company
if and when any such amounts may ever be distributed, and accrued dividends, if
any may ever be paid. On liquidation of the Company and assuming adequate funds
are available, each Share is entitled to a liquidation preference of $25 plus
accrued and unpaid dividends (which amounted to $4.92 per Share as of December
2004) to the date of liquidation. The Company has stated, in its last filing
with the Securities and Exchange Commission ("SEC") on Form 10-Q for the quarter
ended June 30, 2003, which was filed at the time of its bankruptcy filing, that
"it is unlikely that any of the holders of the Shares will receive any return on
their investment in the near term, if at all." On January 19, 2005, Xxxx X.
Xxxxxxx of KPMG LLP in the United Kingdom and Xxxxxxx X. Xxxxxxxx of KPMG in
Bermuda, who were appointed as Joint Provisional Liquidators ("JPLs") of the
Company by the Supreme Court of Bermuda, filed a Schedule 14D-9 with the SEC on
behalf of the Company in which they stated that although the JPLs have no
information to cause them to disagree with that statement made by the Company,
the JPLs have not conducted an analysis to determine if that statement remains
accurate. See "The Tender Offer - Certain Information Concerning the Company" at
page 15 and "The Tender Offer - Description of Series A Preferred Shares;
Dividends; Price Range of the Shares" at page 17.
1
QUESTIONS AND ANSWERS ABOUT THE OFFER
The following are some of the questions that you, as a holder of Shares, may
have and our answers to those questions.
Who Is Offering to Buy My Shares?
LCC is offering to buy all of the Company's 3,000,000 outstanding
Shares; however, principals of LCC who own Shares will not tender them. LCC is a
limited liability company formed for the purpose of making the Offer. LCC's
members are Costa Brava Partnership III, LP and White Bay Capital Management
LLC. The general partner of Costa Brava Partnership III, LP is Xxxxx, Xxxxxxx &
Hamot LLC. Xxxx X. Xxxxx is the sole member and manager of Xxxxx Xxxxxxx & Hamot
LLC and Xxxxxx X. Xxxxxx is the sole member and manager of White Bay Capital
Management LLC. Accordingly, Costa Brava Partnership III, LP, White Bay Capital
Management LLC, Xxxxx Xxxxxxx & Hamot LLC, Xxxx X. Xxxxx and Xxxxxx X. Xxxxxx
also may be deemed to be making the Offer. See "The Tender Offer - Certain
Information Concerning LCC" on page 20.
How Much Is LCC Offering to Pay and What Is the Form of Payment?
LCC is offering to pay $1.17 per Share, net to you in cash, without
interest for each validly tendered and accepted Share or each delivered
Assignment with respect to any validly tendered and accepted Share. The Offer
Price constitutes a substantial premium above the publicly quoted prices for the
Shares since the Shares were delisted from trading on the New York Stock
Exchange on March 25, 2003 and since the Company's Chapter 11 Bankruptcy filing
on August 23, 2003 through December 22, 2004, the day prior to the date of the
public announcement of the Offer. Although the Shares are entitled, on
liquidation of the Company and assuming adequate funds are available, to a
liquidation preference of $25 per share plus accrued and unpaid dividends (which
amounted to $4.92 per Share as of December 2004), to the date of liquidation,
there can be no assurances that the holders of Shares will receive any return on
their investment in the future. The Company stated, in its last filing with the
SEC on Form 10-Q for the quarter ended June 30, 2003, which was at the time of
its bankruptcy filing, that "it is unlikely that any of the holders of the
Shares will receive any return on their investment in the near term, if at all."
On January 19, 2005, the JPLs filed a Schedule 14D-9 with the SEC on behalf of
the Company in which they stated that although the JPLs have no information to
cause them to disagree with that statement made by the Company, the JPLs have
not conducted an analysis to determine if that statement remains accurate. If
you are the record owner of your Shares and you deliver an Assignment to LCC in
the Offer, you will not have to pay brokerage fees or similar expenses to the
Information Agent or the Depositary. If you own your Shares through a broker or
other nominee, and your broker tenders your Shares on your behalf, your broker
or nominee may charge you an administrative fee for doing so. You should consult
your broker or nominee to determine whether any charges will apply.
LCC will pay brokers and dealers $0.15 per validly tendered Share and
Assignment for their efforts in locating owners, other than brokers and dealers,
of Shares and arranging for such owners to tender their Shares and deliver
Assignments. Additionally, LCC will pay all fees and expenses of Xxxxxxxxx
Shareholder Communications, Inc., its information agent ("Information Agent"),
and Computershare Trust Company of New York, its depositary ("Depositary"). See
"Introduction" on page 8 and "The Tender Offer - Acceptance for Payment and
Payment" on page 10.
What is the Market Value of My Shares as of a Recent Date?
On December 22, 2004, the day prior to the date of the public
announcement of the Offer, the quoted bid price for the Shares, as reported by
xxx.xxxxxxxxxx.xxx in over-the-counter trading, was
2
$0.25 per share. You are advised to obtain a recent quotation for the Shares in
deciding whether to tender your Shares. See "The Tender Offer - Description of
Series A Preferred Shares; Dividends; Price Range of the Shares" on page 17.
What is the Purpose of the Offer?
The purpose of the Offer is for LCC to acquire all of the outstanding
Shares that it or its principals do not already own and to provide you with
value and liquidity for your Shares at a price that is substantially above
market prices posted since the Shares were delisted from trading on the New York
Stock Exchange on March 25, 2003 and since the Company's Chapter 11 filing on
August 23, 2003, through December 22, 2004, the day prior to the date of the
public announcement of the Offer. (The Chapter 11 bankruptcy case was dismissed
by order of the United States Bankruptcy Court for the District of Delaware
("Bankruptcy Court") on November 2, 2004, although a petition to wind up the
Company was filed in the Supreme Court of Bermuda on August 22, 2003 and is
still pending in the Supreme Court of Bermuda.) The holders of Shares, including
both LCC with regard to tendered Shares and the holders of Shares that are not
tendered in the Offer, will retain the right to receive liquidation
distributions, if the Company makes any such distributions in the future. The
Shares are entitled to a liquidation preference of $25 per share plus accrued
and unpaid dividends (which amounted to $4.92 per Share as of December 2004) to
the date of liquidation, assuming adequate funds are available. However, there
is no assurance that the holders of Shares will ever receive any liquidation
distribution. The Company has stated, in its last filing with the SEC on Form
10-Q for the quarter ended June 30, 2003, which was filed at the time of its
bankruptcy filing, that "it is unlikely that any of the holders of the Shares
will receive any return on their investment in the near term, if at all." By
making the Offer, LCC is speculating on the uncertainty of receiving a
liquidating distribution in the future that may be above the Offer Price in an
amount that will compensate LCC for the stated financial risk that it is
assuming from you. By tendering your Shares you will receive an immediate and
certain payment of $1.17 per validly tendered Share and you will eliminate the
risk of not receiving any, or a lesser, return on your Shares; but you will
forego the possibility of receiving a liquidating distribution in the future, if
any is paid, that may be above the Offer Price. On January 19, 2005, the JPLs
filed a Schedule 14D-9 with the SEC on behalf of the Company in which they
stated that although the JPLs have no information to cause them to disagree with
the statement made by the Company in its Form 10-Q for the quarter ended June
30, 2003, the JPLs have not conducted an analysis to determine if that statement
remains accurate.
The Offer is not part of an effort to acquire the Company or any of its
affiliates or subsidiaries and neither LCC nor any of its affiliates presently
has the intention to acquire in the future either the Company or any of its
affiliates or subsidiaries. The Offer will have no impact on the Company's
shares of common stock all of which are owned by Trenwick Group Limited ("TGL"),
the Company's parent. See "The Tender Offer - Certain Information Concerning the
Company" on page 15 and "The Tender Offer - Background of the Offer" on page 18.
What are the Material Conditions to the Offer?
The Offer is subject to the satisfaction of all conditions precedent to
the consummation of the purchase of the Shares and Assignments, or waiver by LCC
of those conditions precedent that have not been satisfied. See "The Tender
Offer - Terms of the Offer; Expiration Date" on page 8 and The Tender Offer -
Certain Conditions to the Offer" on page 23.
3
How Was the Offer Price Determined?
LCC determined the Offer Price after it reviewed various factors
affecting market value, including primarily the market prices of the Shares
since the Shares were delisted from trading on the New York Stock Exchange on
March 25, 2003 and since the Company's' Chapter 11 Bankruptcy Filing on August
23, 2003. The Offer Price represents a substantial premium over the market
prices during these periods and over the market price on December 22, 2004, the
last day prior to the date of the public announcement of the Offer. The Company
has not yet expressed any opinion about the Offer Price and there has not been
any independent determination about the fairness of the Offer. You should use
your own judgment when determining whether acceptance of the Offer is in your
best interest. See "The Tender Offer - Description of Series A; Preferred
Shares; Dividends; Price Range of the Shares" on page 17.
Does LCC Have the Financial Resources to Make Payment of the Offer Price?
LCC estimates that it will need approximately $4,170,000 to purchase
all of the Shares, and Assignments with respect thereto, and to pay all of its
expenses involved in the Offer. LCC intends to pay the purchase price for the
Shares and its expenses of the Offer using its cash, which is in the process of
transfer from Costa Brava Partnership III, LP, one of its members. See "The
Tender Offer - Source and Amount of Funds" on page 23.
Is LCC's Financial Condition Relevant to My Decision to Tender in the Offer?
No. LCC's financial condition is not relevant to your decision whether
to tender in the Offer because the form of payment consists solely of cash, the
Offer is not subject to any financing condition and the Offer is being made for
all of the outstanding Shares. See "The Tender Offer - Source and Amount of
Funds" on page 23.
How Long Do I Have to Decide Whether to Tender in the Offer?
You will have until 12:00 midnight, New York City time, on February 18,
2005 ("Expiration Date"), to decide whether to tender your Shares in the Offer.
Further, if you cannot deliver everything that is required in order to make a
valid tender by that time, you may be able to use a guaranteed delivery
procedure, if you can fulfill the conditions which are described later in the
Offer. See "The Tender Offer - Terms of the Offer; Expiration Date" on page 8
and "The Tender Offer - Procedures for Accepting the Offer and Tendering Shares"
on page 11.
Can the Offer Be Extended and Under What Circumstances?
LCC reserves the right to extend the Offer in its sole discretion. If
LCC extends the expiration time of the Offer, you will be able to tender your
Shares until 12:00 midnight, New York City time, on the new expiration date. See
"The Tender Offer - Terms of the Offer; Expiration Date" on page 8.
Can the Offer be Amended and Under What Circumstances?
Subject to the provisions of applicable law, LCC reserves the right to
amend the Offer in its sole discretion. See "The Tender Offer - Terms of the
Offer; Expiration Date" on page 8.
How Will I Be Notified if the Offer is Amended or Extended?
LCC will announce any amendment of the Offer by making a public
announcement. If the Offer is extended, LCC will make a public announcement of
the extension by issuing a release to the Dow
4
Xxxxx News Service, not later than 9:00 a.m., New York City time, on the next
business day after the day on which the Offer was scheduled to expire. LCC also
will disseminate any public announcement promptly to you in a manner reasonably
designed to inform you of the amendment or extension, as applicable. See "The
Tender Offer - Terms of the Offer; Expiration Date" on page 8.
Will there be a Subsequent Offering Period?
LCC may elect to provide a "subsequent offering period" for the Offer.
At present, LCC does not intend to provide a subsequent offering period. A
subsequent offering period, if one is provided, will be an additional period of
time, between three and 20 business days in length following the expiration of
the Offer and the purchase of Shares by LCC in the Offer, during which
shareholders may tender Shares not tendered in the Offer, and receive $1.17 per
Share, or any higher price paid in the Offer. During any subsequent offering
period, tendering shareholders will not have withdrawal rights and LCC will
promptly buy and pay for any Shares tendered at the same price paid in the
Offer. LCC does not currently intend to extend the offering period, although it
reserves the right to do so. See "The Tender Offer - Terms of the Offer;
Expiration Date" on page 8.
How Do I Tender My Shares?
If your Shares are held in street name (that is, through a broker,
dealer or other nominee), your Shares can be tendered by your nominee through
The Depository Trust Company. Otherwise, to tender your Shares, you must deliver
the certificates evidencing your record ownership of Shares, together with a
completed Letter of Transmittal (which contains a form of Assignment), to the
Depositary, at its address set forth on the back cover of this Offer to
Purchase, not later than the time that the Offer expires. If you are unable to
deliver everything that is required to the Depositary by the expiration of the
Offer, you may obtain extra time to do so by having a broker, bank or other
nominee who is a member of the Securities Transfer Agent Medallion Program or
other eligible institution ("Eligible Institution") guarantee that the missing
items will be received by the Depositary within three trading days (i.e. days
that the National Association of Securities Dealers Automatic Quotation Systems,
Inc. is open for business) from the date of execution of the Notice of
Guaranteed Delivery (as defined below). However, the Depositary must receive the
missing items within that three-day trading period or your Shares will not be
validly tendered. See "The Tender Offer - Procedures for Accepting the Offer and
Tendering Shares" on page 11.
Do I Need to Tender All of My Shares if I Only Want to Tender a Portion of My
Shares?
No. You can tender as many or as few of your Shares as you determine,
subject to LCC's right to reject invalidly tendered Shares. See "The Tender
Offer - Procedures for Accepting the Offer and Tendering Shares" on page 11.
Until What Time Can I Withdraw Previously Tendered Shares?
You can withdraw previously tendered Shares at any time until the date
that the Offer expires. In addition, if LCC has not agreed to accept your Shares
for payment by February 18, 2005, you can withdraw your Shares at any time after
such time until LCC accepts your Shares by making payment to you. See "The
Tender Offer - Terms of the Offer; Expiration Date" on page 8 and "The Tender
Offer - Withdrawal Rights" on page 14.
How Do I Withdraw Previously Tendered Shares?
To withdraw your tendered Shares from the Offer, you must deliver a
written notice of withdrawal, or a facsimile of one, with the required
information to the Depositary while you still have the right to withdraw the
Shares. See "The Tender Offer - Withdrawal Rights" on page 14.
5
If I Decide Not to Tender, How Will the Offer Affect My Shares?
Shareholders who do not sell their Shares in the Offer will continue to
hold them and will remain entitled to liquidation payments from the Company if
and when any such amounts are distributed, and accrued dividends, if any are
paid. The Company has stated in its last filing with the SEC on Form 10-Q, for
the quarter ended June 30, 2003, which was at the time of its bankruptcy filing,
that "it is unlikely that any of the holders of the Shares will receive any
return on their investment in the near term, if at all." On January 19, 2005,
the JPLs filed a Schedule 14D-9 with the SEC on behalf of the Company in which
they stated that although the JPLs have no information to cause them to disagree
with that statement made by the Company, the JPLs have not conducted an analysis
to determine if that statement remains accurate. See "The Tender Offer - Terms
of the Offer; Expiration Date" on page 8.
Does the Tender Offer provide any Benefit to the Company?
No. The Offer merely effects transfer of Shares from one owner to
another. See "The Tender Offer - Certain Information Concerning the Company" on
page 15.
What are the Federal Income Tax Consequences of Tendering my Shares?
The following summary is subject to certain limitations and
qualifications that are described below in "The Tender Offer - Certain U.S.
Federal Income Tax Consequences" on page 19. Sale of Shares or delivery of an
Assignment pursuant to the Offer will be a taxable transaction for federal
income tax purposes. If you sell Shares or deliver an Assignment pursuant to the
Offer, you will generally recognize gain or loss for federal income tax purposes
in an amount equal to the difference, if any, between the amount of cash
received and your adjusted tax basis for the underlying Shares. You are urged to
consult with your own tax advisors regarding the character of such gain or loss
and other tax consequences of tendering your Shares or an Assignment in the
Offer. See "The Tender Offer - Certain U.S. Federal Income Tax Consequences" on
page 21.
Who Can I Talk To if I Have Questions about the Tender Offer?
You can call Xxxxxxxxx Shareholder Communications, Inc. at (212)
440-9800 (banks and brokers call collect) or (000) 000-0000 (call toll free).
Xxxxxxxxx Shareholder Communications, Inc. is acting as the Information Agent
for the Offer. See the back cover of this Offer to Purchase.
IMPORTANT
If you wish to tender all or any part of your Shares before the Offer
expires, you must:
if your Shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, contact the
nominee and request that the nominee tender your Shares for
you; or
if your Shares are registered in your name, follow the
instructions described in "The Tender Offer - Procedures for
Accepting the Offer and Tendering Shares" on page 11
carefully, including completing a Letter of Transmittal in
accordance with the instructions and delivering it, along with
your Share certificates and any other required items, to the
Depositary.
If you want to tender your Shares and the certificates for your Shares
are not immediately available, or cannot be delivered to the Depositary, or you
cannot comply with the procedure for book-entry transfer or other required
documents cannot be delivered to the Depositary, prior to
6
expiration of the Offer, then you must tender the Shares pursuant to the
guaranteed delivery procedure set forth in "The Tender Offer - Procedures for
Accepting the Offer and Tendering Shares" on page 11.
If your Shares are registered in your name, properly to tender your
Shares, you also must validly and fully complete the Letter of Transmittal.
If you have questions, need assistance or require additional copies of
this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery, you should contact Xxxxxxxxx Shareholder Communications, Inc., as
Information Agent for the Offer, at its address and telephone numbers set forth
on the back cover of this Offer to Purchase.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER, OTHER THAN THOSE
CONTAINED IN THIS OFFER TO PURCHASE OR THE RELATED LETTER OF TRANSMITTAL. IF
ANYONE MAKES ANY RECOMMENDATION OR GIVES ANY INFORMATION OR REPRESENTATION, YOU
MUST NOT RELY UPON THAT RECOMMENDATION, INFORMATION OR REPRESENTATION AS HAVING
BEEN AUTHORIZED BY LCC OR ANY OF ITS AFFILIATES.
7
INTRODUCTION
LCC hereby offers to buy all of the outstanding Shares not owned by its
principals at the Offer Price, on the terms and subject to the conditions set
forth in this Offer to Purchase and in the related Letter of Transmittal (which
together constitute the "Offer"); however, principals of LCC who own Shares will
not tender them.
The Offer is not subject to any financing condition. See "The Tender
Offer - Source and Amount of Funds" on page 23.
Tendering shareholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares or Assignments by
LCC pursuant to the Offer. However, a tendering shareholder may be subject to a
required backup federal income tax withholding at a statutory established rate
(28%) unless such shareholder, in accordance with United States Treasury
Regulations (i) delivers a properly executed Form W-8BEN, W-8ECI, W-8EXP or
W-8IMY (with applicable attachments), as appropriate, or (ii) properly provides
such shareholder's taxpayer identification number on a properly executed Form
W-9 (included in the Letter of Transmittal). Shareholders who tender their
Shares through a broker or other nominee may be charged an administrative fee by
such broker or other nominee. LCC will pay brokers and dealers $0.15 per validly
tendered Share and Assignment for their efforts in locating owners, other than
brokers and dealers, of the Shares and arranging for such owners to tender their
Shares and deliver Assignments, and will pay all charges and expenses of the
Depositary and the Information Agent incurred in connection with the Offer. See
"The Tender Offer - Certain Fees and Expenses" on page 25.
This Offer to Purchase and the Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer.
THE TENDER OFFER
1. Terms of the Offer; Expiration Date
On the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of any such extension
or amendment), LCC will accept for payment and thereby buy all Shares and accept
delivery of all Assignments that have been validly tendered and not withdrawn
(as set forth under "The Tender Offer - Withdrawal Rights") on or before 12:00
midnight New York City time, on February 18, 2005, the Expiration Date, unless
and until LCC, in its sole discretion, shall have extended the time period
during which the Offer is open, in which event the term "Expiration Date" shall
mean the date and time at which the Offer, as so extended by LCC, shall expire.
LCC may waive any or all of the conditions to its obligation to
purchase Shares or accept Assignments pursuant to the Offer. If, by the initial
Expiration Date or any subsequent Expiration Date, any or all of the conditions
to the Offer have not been satisfied or waived, LCC may elect to (i) terminate
the Offer and return all tendered Shares and delivered Assignments to tendering
shareholders, (ii) waive all of the unsatisfied conditions that are waivable
and, subject to any required extension, buy all Shares validly tendered, and
Assignments validly delivered, by the Expiration Date and not properly withdrawn
or (iii) extend the Offer and, subject to the right of tendering shareholders to
withdraw their tendered Shares or delivered Assignments until the new Expiration
Date, retain the Shares that have been tendered, and Assignments that have been
delivered, until the expiration of the Offer as extended.
Subject to the applicable regulations of the SEC, LCC also expressly
reserves the right, in its sole discretion, at any time or from time to time, to
(i) delay acceptance for payment of or, regardless of whether such Shares or
Assignments were theretofore accepted for payment, payment for any Shares and
8
Assignments pending receipt of any court sanction or regulatory or governmental
approval specified in "The Tender Offer - Certain Conditions to the Offer" (ii)
terminate the Offer (whether or not any Shares or Assignments have theretofore
been accepted for payment) if any of the conditions referred to in `The Tender
Offer - Certain Conditions to the Offer" has not been satisfied or upon the
occurrence of any of the events specified in "The Tender Offer - Certain
Conditions to the Offer", (iii) regardless of whether or not any of the
conditions has been satisfied or any of the events shall have occurred, elect to
provide a subsequent offering period for the Offer in accordance with Rule
14d-11 under the Securities Exchange Act of 1934, as amended ("Exchange Act")
and (iv) waive any condition or otherwise amend the Offer in any respect, in
each case, by giving oral or written notice of such delay, termination, waiver
or amendment to the Depositary and by making a public announcement thereof. LCC
acknowledges (i) that Rule 14e-1(c) under the Exchange Act requires LCC to pay
the consideration offered or return the Shares tendered, and Assignments
delivered, promptly after the termination or withdrawal of the Offer and (ii)
that LCC may not delay acceptance for payment of, or payment for (except as
provided in clause (i) of the preceding sentence), any Shares or Assignments
upon the occurrence of any of the conditions specified in `The Tender Offer -
Certain Conditions to the Offer" without extending the time period during which
the Offer is open. See "The Tender Offer - Certain Conditions to the Offer."
Any such extension, delay, termination, waiver or amendment will be
followed as promptly as practicable by public announcement, and such
announcement, in the case of an extension, will be made not later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled Expiration Date. Without limiting the manner in which LCC may choose
to make any public announcement, subject to applicable law (including Rules
14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material
changes be promptly disseminated to holders of Shares), LCC shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to the Dow Xxxxx News Service.
If LCC makes a material change in the terms of the Offer, LCC will
extend the Offer and disseminate additional tender offer materials to the extent
required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. The
minimum period during which an Offer must remain open following material changes
in the terms of the Offer, other than a change in the Offer Price or a change in
any dealer's soliciting fee, will depend on the facts and circumstances,
including the materiality of the changes. With respect to a change in the Offer
Price or a change in any dealer's soliciting fee, a minimum ten business day
period from the date of such change is generally required to allow for adequate
dissemination to shareholders. Accordingly, if prior to the Expiration Date, LCC
increases or decreases the consideration offered pursuant to the Offer, and if
the Offer is scheduled to expire at any time earlier than the period ending on
the tenth business day from the date that notice of such increase or decrease is
first published, sent or given to holders of Shares, the Offer will be extended
at least until the expiration of such ten business day period. For purposes of
the Offer, a "business day" means any day other than a Saturday, Sunday or a
Federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, New York City time.
Pursuant to Rule 14d-11 under the Exchange Act, LCC may elect to make
available a "subsequent offering period" by extending the Offer for a period of
from three to 20 business days following the Expiration Date. A subsequent
offering period would be an additional period of time following the expiration
of the Offer and the purchase of Shares and Assignments in the Offer, during
which shareholders may tender Shares not tendered, and deliver Assignments not
delivered, in the Offer. A subsequent offering period, if one is provided, is
not an extension of the Offer, which already will have been completed. A
subsequent offering period may be provided regardless of whether the conditions
or the events set forth in "The Tender Offer - Certain Conditions to the Offer"
have occurred. LCC currently does not intend to provide for a subsequent
offering period.
9
During a subsequent offering period, if any, tendering shareholders
will not have withdrawal rights, and LCC will promptly purchase and pay for any
Shares validly tendered and Assignments validly delivered at the same price paid
in the Offer. Rule 14d-11 under the Exchange Act provides that LCC may provide a
subsequent offering period so long as, among other things (i) the initial 20
business day period of the Offer has expired, (ii) LCC offers the same form and
amount of consideration for Shares in the subsequent offering period as in the
initial offer, (iii) LCC accepts and promptly pays for all Shares tendered, and
all Assignments delivered, during the Offer, (iv) LCC announces the results of
the Offer, including the approximate number and percentage of Shares deposited
in the Offer, no later than 9:00 a.m., New York City time, on the next business
day after the Expiration Date and immediately begins the subsequent offering
period and (v) LCC immediately accepts and promptly pays for Shares as they are
tendered, and Assignments as they are delivered, during the subsequent offering
period.
Shareholders who do not sell their Shares in the Offer will continue to
hold them and will remain entitled to liquidation payments from the Company, if
and when any such amounts are distributed, and accrued dividends, if any are
paid. On liquidation of the Company and assuming adequate funds are available,
the Shares are entitled to a liquidation preference of $25 per share plus
accrued and unpaid dividends (which amounted to $4.92 per Share as of December
2004) to the date of liquidation. The Company has stated in its last filing with
the SEC on Form 10-Q, for the quarter ended June 30, 2003, which was filed at
the time of its bankruptcy filing, that "it is unlikely that any of the holders
of the Shares will receive any return on their investment in the near term, if
at all." On January 19, 2005, the JPLs filed a Schedule 14D-9 with the SEC on
behalf of the Company in which they stated that although the JPLs have no
information to cause them to disagree with that statement made by the Company,
the JPLs have not conducted an analysis to determine if that statement remains
accurate.
LCC has requested the Company's shareholder list and security position
listings for the purpose of disseminating the Offer to shareholders, but has not
yet received a list of shareholders of record. The Offer and the related Letter
of Transmittal will be mailed to record holders of Shares, if known to LCC, and
will be furnished to brokers, dealers, banks and similar persons whose names, or
the names of whose nominees, appear on the shareholder list or, if applicable,
who are listed as participants in a clearing agency's security position listing,
for subsequent transmittal to beneficial owners of Shares. Additionally, LCC
will make summary advertisement of the Offer in Investor's Business Daily(R) on
January 21, 2005.
2. Acceptance for Payment and Payment
On the terms and subject to the conditions of the Offer (including, if
the Offer is extended or amended, the terms and conditions of the Offer, as so
extended or amended), LCC will buy, by accepting for payment, and will pay for,
all Shares validly tendered and not withdrawn (as set forth under "The Tender
Offer - Withdrawal Rights") on or before the Expiration Date promptly after the
later to occur of (i) the Expiration Date and (ii) the satisfaction or waiver of
conditions to the Offer set forth in "The Tender Offer - Certain Conditions to
the Offer." In addition, subject to applicable rules of the SEC, LCC expressly
reserves the right to delay acceptance for payment of, or payment for, Shares
pending receipt of any regulatory or governmental approvals of the nature
specified in "The Tender Offer - Certain Conditions to the Offer."
In all cases, payment for Shares bought pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) certificates
representing such Shares and the related Assignments or timely confirmation (a
"Book Entry Confirmation") of the book entry transfer of such Shares into the
Depositary's account at The Depository Trust Company (the "Book Entry Transfer
Facility"), pursuant to the procedures set forth in "The Tender Offer -
Procedures for Accepting the Offer and Tendering Shares", (ii) the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees, or an Agent's Message (as defined below) in
connection with a book entry transfer and (iii) all other documents required by
the Letter of Transmittal.
10
The term "Agent's Message" means a message, transmitted by the Book
Entry Transfer Facility to, and received by, the Depositary and forming a part
of a Book Entry Confirmation, which states that the Book Entry Transfer Facility
has received an express acknowledgment from the participant in the Book Entry
Transfer Facility tendering the Shares that are the subject of the Book Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that LCC may enforce such agreement
against such participant.
For purposes of the Offer, LCC will be deemed to have accepted for
payment, and thereby bought, Shares validly tendered, and Assignments delivered,
and not withdrawn, if and when LCC gives oral or written notice to the
Depositary of its acceptance of such Shares and Assignments for payment pursuant
to the Offer. In all cases, on the terms and subject to the conditions of the
Offer, payment for Shares and Assignments purchased pursuant to the Offer will
be made by deposit of the Offer Price therefor with the Depositary, which will
act as agent for tendering shareholders for the purpose of receiving payment
from LCC and transmitting payment to validly tendering shareholders. Under no
circumstances will LCC pay interest on the purchase price for Shares and
Assignments by reason of any delay by the Depositary in making such payment.
If any tendered Shares or delivered Assignments are not bought pursuant
to the Offer for any reason, or if a shareholder surrenders certificates
evidencing a greater number of Shares than the shareholder wishes to tender,
certificates representing unpurchased Shares and Assignments will be returned,
without expense, to the tendering shareholder (or, in the case of Shares
delivered by book entry transfer into the Depositary's account at the Book Entry
Transfer Facility pursuant to the procedures set forth in "The Tender Offer -
Procedures for Accepting the Offer and Tendering Shares," such Shares will be
credited to an account maintained within such Book Entry Transfer Facility), as
promptly as practicable following the expiration, termination or withdrawal of
the Offer.
3. Procedures for Accepting the Offer and Tendering Shares
Valid Tender of Shares
Except as set forth below, in order for Shares to be validly tendered
pursuant to the Offer, an Agent's Message in connection with a book entry
delivery of the Shares or the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, and all other documents required by the Letter of Transmittal, must
be received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase on or prior to the Expiration Date, and either
(i) such Shares must be tendered pursuant to the procedure for book entry
transfer set forth below and a Book Entry Confirmation must be received by the
Depositary or certificates representing tendered Shares and the related
Assignments must be received by the Depositary, in each case on or prior to the
Expiration Date or (ii) the guaranteed delivery procedures set forth below must
be complied with.
A shareholder who holds Shares through a broker, bank or other nominee
is urged to consult with such nominee to determine whether administrative
transaction costs are applicable if the shareholder tenders Shares through such
nominee and not directly to the Depositary.
The method of delivery of certificates representing tendered Shares,
the Letter of Transmittal and all other required documents is at the option and
sole risk of the tendering shareholder, and the delivery will be deemed made
only when actually received by the Depositary. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery.
11
A Shareholder can tender as many or as few of his Shares as he
determines, subject to LCC's right to accept or reject tendered Shares as
provided in this Offer.
Book-Entry Transfer
The Depositary will make a request to establish an account with respect
to the Shares at the Book Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of the Book Entry Transfer
Facility may make book entry delivery of Shares by causing the Book Entry
Transfer Facility to transfer the Shares into the Depositary's account at the
Book Entry Transfer Facility in accordance with the Book Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book entry transfer into the Depositary's account at the
Book Entry Transfer Facility, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees, or
an Agent's Message in connection with a book entry transfer, and any other
required documents must, in any case, be transmitted to and received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase on or prior to the Expiration Date, or the guaranteed delivery
procedure set forth below must be complied with.
Delivery of documents to the Book Entry Transfer Facility in accordance
with the Book Entry Transfer Facility's procedures does not constitute delivery
to the Depositary.
Signature Guarantees
No signature guarantee is required on the Letter of Transmittal (i) if
the Letter of Transmittal is signed by a registered holder, who is a participant
in the Book Entry Transfer Facility's systems (whose name appears on a security
position listing as the owner of the Shares), of Shares tendered therewith and
such registered holder has not completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions" on the
Letter of Transmittal or (ii) if such Shares are tendered for the account of an
Eligible Institution. In all other cases, all signatures on Letters of
Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 to
the Letter of Transmittal. If the certificates for Shares are registered in the
name of a person other than the signer of the Letter of Transmittal, or if
payment is to be made, or certificates for Shares not tendered or not accepted
for payment are to be returned, to a person other than the registered holder of
the certificates surrendered, then the tendered certificates for such Shares
must be endorsed or accompanied by appropriate stock powers, in either case,
signed exactly as the name or names of the registered holders or owners appear
on the certificates, with the signatures on the certificates or stock powers
guaranteed as aforesaid. See Instruction 5 to the Letter of Transmittal.
Guaranteed Delivery
If a shareholder desires to tender Shares pursuant to the Offer and (i)
the tendering shareholder's certificates for Shares are not immediately
available, or (ii) the procedures for book entry transfer cannot be completed on
a timely basis, or (iii) time will not permit all required documents to reach
the Depositary prior to the Expiration Date, then such shareholder's tender may
be effected if all of the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed notice of guaranteed
delivery, substantially in the form provided by LCC ("Notice of
Guaranteed Delivery"), is received by the Depositary, as provided
below, on or prior to the Expiration Date; and
12
(iii) in the case of a book entry transfer, an Agent's Message, and
otherwise, the certificates for (or a Book Entry Confirmation with
respect to) the Shares, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, and any other required documents, are
received by the Depositary within three business days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand to the
Depositary or transmitted by telegram, facsimile transmission or mailed to the
Depositary and must include a guarantee by an Eligible Institution in the form
set forth in the Notice of Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for Shares accepted
for payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of (i) certificates for, or of Book Entry Confirmation
with respect to, such Shares, (ii) a properly completed and duly executed Letter
of Transmittal (or facsimile thereof), together with any required signature
guarantees (or, in the case of a book entry transfer, an Agent's Message) and
(iii) all other documents required by the Letter of Transmittal. Accordingly,
payment might not be made to all tendering shareholders at the same time, and
will depend on when certificates representing, or Book Entry Confirmations of,
such Shares are received into the Depositary's account at a Book Entry Transfer
Facility.
Backup Federal Tax Withholding
Under the U.S. backup federal income tax withholding rules applicable
to certain shareholders other than certain exempt shareholders, including, among
others, all corporations and certain foreign entities and individuals, the
Depositary will be required to withhold any payments made to those shareholders
pursuant to the Offer at a statutory established rate (28%). To prevent backup
federal income tax withholding on payments with respect to the purchase price of
Shares purchased pursuant to the Offer, a tendering shareholder may certify to
the Depositary that such shareholder is not subject to backup federal income tax
withholding by properly providing the Depositary with (i) a properly executed
Form W-8BEN, W-8ECI, W-8EXP or W-8IMY (with applicable attachments) as
appropriate or (ii) such shareholder's taxpayer identification number on a
properly executed Form W-9 (included in the Letter of Transmittal). See
Instruction 8 of the Letter of Transmittal.
Appointment as Attorney-in-Fact and Proxy
Subject to applicable law, by executing the Letter of Transmittal, a
tendering shareholder irrevocably appoints designees of LCC, and each of them,
as such shareholder's attorneys in fact and proxies, with full power of
substitution, in the manner set forth in the Letter of Transmittal, to the full
extent of such shareholder's rights with respect to the Shares tendered by such
shareholder and accepted for payment and paid for by LCC and with respect to all
other Shares and other securities or rights issued or issuable in respect of
such Shares on or after the date of this Offer to Purchase. All such powers of
attorney and proxies will be considered irrevocable and coupled with an interest
in the tendered Shares. Such appointment will be effective when, and only to the
extent that, LCC pays for such Shares by depositing the purchase price therefor
with the Depositary. Upon such payment, all prior powers of attorney and proxies
given by such shareholder with respect to such Shares, and such other securities
or rights prior to such payment will be revoked, without further action, and no
subsequent powers of attorney and proxies may be given by such shareholder (and,
if given, will not be deemed effective). The Depositary or other designees of
LCC will, with respect to the Shares for which such appointment is effective, be
empowered to exercise all voting and other rights of the tendering shareholder
as they in their sole discretion may deem proper, at any annual or special
meeting of the Company's shareholders or any adjournment or postponement
thereof.
13
Assignment of Proceeds
Subject to applicable law, by executing the Letter of Transmittal, a
tendering record owner of Shares irrevocably assigns to LCC all right, title and
interest to any liquidating distribution or other payment that may ever be paid
with respect to all Shares tendered by such shareholder and accepted for payment
and paid for by LCC and with respect to all securities or rights issued or
issuable in respect of such Shares on or after the date of this Offer to
Purchase. Accordingly, even if record ownership of such Shares cannot be
transferred to LCC under applicable Bermuda law, LCC shall have all rights to
all proceeds receivable with respect to such Shares and the tendering
Shareholder will not retain any of such rights. Such assignment will be
effective when, and only to the extent that, LCC pays for such Shares by
depositing the purchase price therefor with the Depositary.
Determination of Validity
LCC, in its sole discretion, will determine all questions as to the
form of documents and validity, eligibility (including time of receipt) and
acceptance for payment of any tender of Shares, and delivery of Assignments, and
its determination shall be final and binding on all parties. LCC reserves the
absolute right to reject any or all tenders determined by it not to be in proper
form or the acceptance of or payment for which may, in the opinion of its
counsel, be unlawful. LCC also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity in any tender of Shares of
any particular shareholder whether or not similar defects or irregularities are
waived in the case of other shareholders.
Interpretation by LCC of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding on the holders of tendered Shares. No tender of Shares, or delivery
of Assignments, will be deemed to have been validly made until all defects and
irregularities with respect to such tender, or delivery, have been cured or
waived. Neither LCC, nor any of its affiliates or assigns, if any, the
Depositary, the Information Agent nor any other person will be under any duty to
give any notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
Acceptance by LCC of Shares tendered, and Assignments delivered, for
payment pursuant to any of the procedures described above will constitute a
binding agreement between the tendering shareholder and LCC on the terms and
subject to the conditions of the Offer.
4. Withdrawal Rights
Except as otherwise provided in this section, tenders of Shares, and
delivery of Assignments, made pursuant to the Offer are irrevocable. Shares
tendered, and Assignments delivered, pursuant to the Offer may be withdrawn at
any time on or prior to the Expiration Date and, unless theretofore accepted for
payment as provided herein, may also be withdrawn at any time after February 18,
2005 (or such later date as may apply if the Offer is extended).
If, for any reason whatsoever, acceptance for payment of any Shares
tendered, or Assignments delivered, pursuant to the Offer is delayed, or LCC is
unable to accept for payment or pay for Shares tendered, or Assignments
delivered, pursuant to the Offer, then, without prejudice to LCC's rights set
forth herein, the Depositary may, nevertheless, on LCC's behalf, retain tendered
Shares and delivered Assignments and such Shares and Assignments may not be
withdrawn, except to the extent that the tendering shareholder is entitled to,
and duly exercises, withdrawal rights as described in this section. Any such
delay will be by an extension of the Offer, to the extent required by law.
To be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of this Offer to
14
Purchase. Any such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder of the Shares to be withdrawn, if different
from the name of the person who tendered the Shares. If certificates evidencing
Shares to be withdrawn have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the serial
numbers shown on such certificates must be submitted to the Depositary and,
unless such Shares have been tendered by an Eligible Institution, the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution. If
Shares have been delivered pursuant to the procedures for book entry transfer as
set forth in "The Tender Offer - Procedures for Accepting the Offer and
Tendering Shares," any notice of withdrawal must also specify the name and
number of the account at the Book Entry Transfer Facility to be credited with
the withdrawn Shares and otherwise comply with such Book Entry Transfer
Facility's procedures.
Withdrawals of Shares may not be rescinded. Any Shares properly
withdrawn will be deemed not validly tendered for purposes of the Offer, but may
be re-tendered at any subsequent time before the Expiration Date by following
any of the procedures described in "The Tender Offer - Procedures for Accepting
the Offer and Tendering Shares."
LCC, in its sole discretion, will determine all questions as to the
form and validity (including time of receipt) of notices of withdrawal, and its
determination shall be final and binding. Neither LCC or any of its affiliates
or assigns, if any, the Depositary, the Information Agent nor any other person
will be under any duty to give any notification of any defects or irregularities
in any notice of withdrawal or incur any liability for failure to give any such
notification.
5. Certain Information Concerning the Company
THE INFORMATION CONCERNING THE COMPANY CONTAINED IN THIS OFFER TO
PURCHASE HAS BEEN TAKEN FROM OR BASED ON PUBLICLY AVAILABLE DOCUMENTS AND
RECORDS ON FILE WITH THE SEC AND OTHER PUBLIC SOURCES AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE THERETO. NONE OF LCC OR ANY OF ITS AFFILIATES, THE
INFORMATION AGENT OR THE DEPOSITARY CAN TAKE RESPONSIBILITY FOR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED IN SUCH DOCUMENTS AND RECORDS OR FOR
ANY FAILURE BY THE COMPANY TO DISCLOSE EVENTS WHICH MAY HAVE OCCURRED OR MAY
AFFECT THE SIGNIFICANCE OR ACCURACY OF ANY SUCH INFORMATION WHICH ARE UNKNOWN TO
LCC OR ANY OF ITS AFFILIATES, THE INFORMATION AGENT OR THE DEPOSITARY.
The Company is subject to the information and reporting requirements of
the Exchange Act and in accordance therewith is required to file periodical
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. According to the Company's
Forms 8-K filed with the SEC on October 16, 2003 and subsequently, during the
period that the Company remained under the supervision of the Bankruptcy Court,
in lieu of filing quarterly reports on Form 10-Q and annual reports for Form
10-K, the Company would file on Form 8-K its monthly operating reports as filed
with, and in the format prescribed by, the Bankruptcy Court. As of January 19,
2005, the Company' most recent Current Report on Form 8-K had been filed with
the SEC on December 6, 2004. The information that the Company has filed with the
SEC may be inspected and copied at the SEC's Public Reference Facility at Room
1024, Judiciary Plaza, 000 Xxxxx Xxxxxx XX, Xxxxxxxxxx, XX 00000, and copies may
be obtained by mail at prescribed rates from the principal office of the SEC at
000 Xxxxx Xxxxxx XX, Xxxxxxxxxx, XX 00000, and you are urged to do so. The SEC
also maintains a website at xxxx://xxx.xxx.xxx that contains reports and other
information relating to the Company which have been filed electronically via the
XXXXX system.
15
Information about the Company's Chapter 11 case is on file at the
Bankruptcy Court. The Company's Chapter 11 case bears Case No. 03-12637, but
much of the information is contained in the files of the related Chapter 11
cases of the Company's parent, TGL, that bears Case No. 03-12636 and of Trenwick
America Corporation that bears Case No 03-12635. You may access information that
is on file at the Bankruptcy Court electronically by using the Public Access to
Court Electronic Records (PACER) system through a website at
xxxx://xxxxx.xxx.xxxxxxxx.xxx and following the instructions on that website,
and you are urged to do so. In order to access the PACER site, you will have to
establish a PACER account and you will be charged for information retrieved at
prescribed rates.
According to the Company's' Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003, the Company is a Bermuda company that primarily
acted as a multi-line reinsurance company with emphasis on property catastrophe
business. All of the Company's shares of common stock are owned by TGL. On
August 23, 2003, TGL and the Company filed for protection from their creditors
under Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court for the District of Delaware. On the same date, TGL and the
Company commenced proceedings in the Supreme Court of Bermuda known under
Bermuda law as a "winding up" petition, and the Supreme Court of Bermuda
appointed the JPLs in respect of TGL and the Company. According to a Schedule
14D-9 filed with the SEC by the JPLs on behalf of the Company, the Company's
principal executive offices are located at Xxxxx Xxxxx, 0 Xxx xx-Xxxxx Xxxx,
Xxxxxxxx XX 08, Bermuda (the offices of one of the JPLs), and the telephone
number is (000) 000-0000. Pursuant to the order of the Supreme Court of Bermuda
dated August 22, 2003, the JPLs were given certain powers to preserve the
Company's assets although the respective Boards of Directors remained in control
of the business and assets of the Company and TGL. The Chapter 11 cases
instituted by TGL and the Company were dismissed by Order of the Bankruptcy
Court dated November 2, 2004. Following an order issued by the Supreme Court of
Bermuda on November 19, 2004, the Order of the Supreme Court of Bermuda, dated
August 22, 2003, was amended. The effect of the amended order was that the
powers of the Boards of Directors of the Company and of TGL ceased, and the JPLs
assumed full control of both companies pending determination of the winding up
petition. A copy of the November 19, 2004 order ("November Order") is attached
to this Offer to Purchase as Exhibit A. LCC has been advised by Bermuda counsel
that the order merely provides for the JPLs to ascertain, collect and maintain
the Company's assets and that a further order is requisite for the winding up of
the Company. LCC has further been advised by the Company's Bermuda counsel that
although the hearing of the winding up petition was adjourned to March 18, 2005,
it is likely that the hearing will be further adjourned and that the entry date
of the winding up order might be further deferred into the future.
The JPLs have stated, in a Schedule 14D-9 that they filed with the SEC
on behalf of the Company on January 19, 2005, that they "are not charged under
the November Order or otherwise under Bermuda Law with taking a position on any
given third party tender offer, by the Offeror [LCC] or otherwise, for equity
securities issued by the Company. In addition, the Company does not possess
sufficient assets for the Joint Provisional Liquidators to fund an adequate
investigation of the financial underpinnings of, or rationale for, the Offer.
Given those constraints, although the Joint Provisional Liquidators have no
information to cause them to disagree with the statement in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 that `it is
unlikely that any of the holders of (Shares) will receive any return on their
investment in the near term, if at all,' the Joint Provisional Liquidators have
not conducted an analysis to determine if that statement remains accurate."
The Offer merely effects transfer of the Shares from one owner to
another and will not effect a capital contribution to, capital withdrawal from
or change of control of the Company.
16
6. Description of Series A Preferred Shares; Dividends; Price Range of the
Shares
The Company has outstanding 3,000,000 Shares. The Shares are entitled
to a liquidation preference of $25 per share plus accrued and unpaid dividends
to the date of liquidation, assuming adequate funds are available. Dividends on
the Shares are cumulative at 8.75% of the $25 per share liquidation preference
per annum. The Company suspended the payment of dividends on the Shares
effective November 29, 2002 and stated, in its Form 10-K for the year ended
December 31, 2002 and in its Form 10-Q for the quarter ended June 30, 2003, that
it will continue to be unable to pay dividends for the foreseeable future. As at
December 2004, accrued dividends amounted to $4.92 per Share. The Company has
stated in its last filing with the SEC on Form 10-Q, for the quarter ended June
30, 2003, which was filed at the time of its bankruptcy filing, that "it is
unlikely that any of the holders of the Shares will receive any return on their
investment in the near term, if at all." On January 19, 2005, the JPLs filed a
Schedule 14D-9 with the SEC on behalf of the Company in which they stated that
although the JPLs have no information to cause them to disagree with that
statement made by the Company, the JPLs have not conducted an analysis to
determine if that statement remains accurate.
Except as indicated below, or except as otherwise provided from time to
time by applicable law, the holders of Shares have no voting rights. Whenever,
at any time or times, dividends payable on Shares are in arrears (whether or not
such dividends have been earned or declared) in an amount equivalent to
dividends for six full dividend periods (whether or not consecutive), then,
immediately upon the happening of such event, the holders of Shares have the
right (the "Special Representation Right") to elect two special representatives
to the Board of Directors of the Company (the "Special Representatives") at a
special general meeting of the shareholders or by a resolution in writing signed
by all of the holders of the Shares. Although the Special Representatives are
not directors or officers of the Company, they are entitled to receive notice of
all Board meetings and to take part in such Board meetings, with the privilege
of voice but not vote. However, as described in "The Tender Offer - Background
of the Offer", the JPLs have not given effect to the Special Representation
Right.
The foregoing summarizes the Company's Certificate of Designation,
Preferences and Rights of the Shares ("Certificate"). You should refer to the
Certificate for a complete and accurate statement of its terms. A copy of the
Certificate is available for examination through the SEC. The Company filed the
Certificate with the SEC as an exhibit to its filing on Form S-3/A, dated March
19, 1997. See "The Tender Offer - Certain Information Concerning the Company."
In a letter dated December 2, 2004 from Xxxxxxx Xxxxxxxx, one of the
JPLs, to Xxxxxx X. Xxxxxx, a principal of LCC, Xx. Xxxxxxxx stated that as a
result of the dismissal of the Chapter 11 case and the extension of the JPLs'
powers, the Board of the Company has ceased to have any powers relating to the
Company and that those powers are now exercisable by the JPLs only, that
therefore there is no longer a Board to which a Special Representative could be
appointed and that further, as a result of the insolvency of the Company, the
shareholders of the Company no longer have any interest in the Company or its
assets to be protected by the appointment of a Special Representative to the
Board, or otherwise. Xx. Xxxxxxxx further stated that he therefore is unable to
consent to Xx. Xxxxxx'x request for appointment of the Special Representatives
to the Company's Board of Directors.
The Shares were delisted and deregistered by the New York Stock
Exchange, effective on April 30, 2003. Since March 25, 2003, the Shares have
traded over-the-counter under the symbol "LSRAF".
As of June 4, 2004, CEDE & Co., the nominee for Depository Trust
Company, held 2,914,380 Shares, or 97% of the total number of outstanding
Shares. Based on an estimate of the number of individual participants
represented by security position listings, there were approximately 3,372
beneficial holders of Shares. Certain principals of LCC now own 131,751 Shares
representing 4.39% of the issued Shares. See "The Tender Offer - Background of
the Offer".
17
The following table sets forth, for the calendar quarters indicated,
the approximate high and low closing prices for the Shares on the New York Stock
Exchange and in over-the-counter trading, as applicable, based on information
obtained from the Bloomberg Professional(R) service, the average of the closing
prices for each day during the calendar quarter indicated and the premium that
the Offer Price represents over such average of the closing prices:
Fiscal Year ending December 31, 2004 High Low Average of Offer Price as a
------------------------------------ ---- --- Closing Premium over
Prices the Average
------ -----------
Fourth Quarter (through December 22, 2004) $ 0.30 $ 0.08 $ 0.13 800%
Third Quarter $ 0.27 $ 0.09 $ 0.12 875%
Second Quarter $ 0.51 $ 0.10 $ 0.18 550%
First Quarter $ 0.25 $ 0.06 $ 0.11 963%
Fiscal Year ending December 31, 2003
------------------------------------
Fourth Quarter $ 0.45 $ 0.05 $ 0.15 680%
Third Quarter $ 0.96 $ 0.20 $ 0.38 207%
Second Quarter $ 0.80 $ 0.26 $ 0.54 116%
First Quarter $ 2.63 $ 0.50 $ 1.38 --
Fiscal Year ending December 31, 2002
------------------------------------
Fourth Quarter $19.60 $ 2.02 $ 9.37 --
Third Quarter $21.25 $13.15 $18.56 --
Second Quarter $24.60 $21.40 $23.38 --
First Quarter $25.00 $21.70 $23.44 --
On December 22, 2004, the last day prior to the public announcement of
the Offer, the closing quoted bid for the Shares in over-the counter trading, as
reported by xxx.xxxxxxxxxx.xxx, was $0.25 per share. Shareholders are urged to
obtain a current market quotation for the Shares.
7. Background of the Offer
Certain principals of LCC are long-term holders of Shares. The
principals are seeking to increase their investment position in the Shares
through the Offer rather than attempting open-market purchases, due to the very
limited trading volume since the Company filed its Chapter 11 Bankruptcy
petition. By making the Offer, LCC is speculating on the uncertainty of
receiving a liquidating distribution in the future that may be above the Offer
Price in an amount that will compensate LCC for the stated financial risk that
it is assuming from a tendering shareholder. A tendering shareholder will
receive an immediate and certain payment of $1.17 per validly tendered Share and
eliminate the risk of not receiving any, or a lesser, return on his or her
Shares but will forego the possibility of receiving a liquidating distribution
in the future, if any is paid, that may be above the Offer Price.
As at January 21, 2005, the shareholdings in the Company by LCC and its
principals consist of 80,651 Shares owned by Costa Brava Partnership III, LP and
51,100 Shares owned by Xxxxxx X. Xxxxxx. See "The Tender Offer - Certain
Information Concerning LLC".
During the period within 60 days preceding the date of commencement of
the Offer, the only Shares purchased by LCC or any of its affiliates were Shares
purchased by Costa Brava Partnership III, LP in the over-the-counter market. The
following table sets forth each date of purchase, the number of Shares purchased
and the purchase price.
18
Date Purchased Price Paid Number of Shares
-------------- ---------- ----------------
December 1, 2004 $0.163 5,000
December 2, 2004 $0.176 14,120
December 6, 2004 $0.181 5,000
December 7, 2004 $0.233 254
December 8, 2004 $0.240 35,000
December 10, 2004 $0.261 4,500
December 14, 2004 $0.250 600
December 20, 2004 $0.170 200
December 21, 2004 $0.250 7,325
December 22, 2004 $0.250 8,652
As a result of such purchases, on the date of the Offer, LCC and its affiliates
own 131,751 Shares.
Costa Brava Partnership III, LP also owns 20,000 shares of common stock
of TGL that it acquired on January 10, 2005. According to information published
by TGL, these shares constitute 0.05% of TGL's outstanding shares.
Though not related to the Offer, in a letter to X. Xxxxxxx Xxxxxx,
Acting Chief Executive Officer of the Company, dated January 13, 2004, Xx.
Xxxxxx sought to exercise the Special Representation Right and nominated Xxxxxxx
Xxxxxxx as a Special Representative. Xxxxx X. Xxxxxxxxx, Esq. of Xxxxx
Xxxxxxxxxx LLP, New York City, counsel to the Company, replied to Xx. Xxxxxx on
behalf of the Company, by letter dated February 25, 2004 and asserted that the
automatic stay provisions contained in Section 362(a) of the Bankruptcy Code
stayed any right to nominate and elect Special Representatives to the Board of
Directors of the Company. In a letter to Xx. Xxxxxxxx, dated October 4, 2004,
Xx. Xxxxxx urged Xx. Xxxxxxx, as JPL of TGL, to defend a claim brought by its
subsidiary, Trenwick Barbados, on the grounds that failure to defend against the
claim would reduce the Company's ability to recover amounts owed to it by TGL
and that defense against the claim was necessary in order to preserve the value
of the Company's estate in its bankruptcy proceedings. In a letter to Xx.
Xxxxxxxx, dated November 5, 2004, Xx. Xxxxxx once again requested that the JPLs
honor the Special Representation Right afforded to holders of the Shares. Xx.
Xxxxxxxx initially responded informally to Xx. Xxxxxx via the JPL's counsel, Xxx
Xxxxxx, Esq. of Xxxx Xxxxx Xxxxxxx Xxxxxxx and Xxxxxxxx LLP, New York City. In
various telephone conversations between Xx. Xxxxxx and Xx. Xxxxxx in November
2004, Xx. Xxxxxx stated that Xx. Xxxxxxxx would respond formally and directly to
Xx. Xxxxxx'x request. Also, during these telephone conversations, Xx. Xxxxxx
inquired into the JPLs' willingness to discuss the potential sale of the stock
of LaSalle Re Ltd. (a subsidiary of the Company). In a letter dated December 2,
2004, Xx. Xxxxxxxx wrote Xx. Xxxxxx and advised that he was unable to consent to
Xx. Xxxxxx'x request for exercise of the Special Representation Right. Xx.
Xxxxxxxx also said that he understood that Xx. Xxxxxx and some other investors
may have an interest in buying LaSalle Re Ltd. and that he would be receptive to
discussing the matter with Xx. Xxxxxx on behalf of the JPLs. He requested that
Xx. Xxxxxx contact Xx. Xxxxxx in this respect and said that Xx. Xxxxxx would
arrange a mutually convenient date and time for a conference call. No price was
discussed or other information exchanged, and there was no further communication
until January 12, 2005 when Xx. Xxxxxx telephoned LCC's counsel, Xxxxxx X.
Xxxxxxx, Esq. of Otterbourg, Steindler, Houston & Xxxxx, P.C., New York City, to
request a conversation among the JPLs, LCC and their respective attorneys with
regard to this Offer to Purchase. On January 18, 2005, in a conversation among
the JPLs, Xx. Xxxxx and Xx. Xxxxxx of LCC and the respective New York and
Bermuda attorneys for the JPLs and for LCC, the JPLs and their attorneys
emphasized that the November 19, 2004 order of
19
the Supreme Court of Bermuda merely provides for the JPLs to ascertain, collect
and maintain the Company's assets, that a further order is requisite for the
winding up of the Company, that such winding up order will not be entered prior
to March 18, 2005 and that the entry date of the winding up order might be
further deferred into the future. During the January 18, 2005 conversation, Xx.
Xxxxxx also indicated, if effecting deregistration did not strain the limited
resources available to the JPLs, that the Company may file with the SEC to
deregister the Shares under the Exchange Act. See "The Tender Offer - Effect of
the Offer on the Market for the Shares; Exchange Act Registration".
After the completion of the Offer, LCC may communicate with the JPLs in
regard to matters pertaining to the assets of the Company, is liabilities and
when such liabilities may be liquidated or satisfied.
Except as set forth in this Offer to Purchase (including as described
above), neither LCC nor, to LCC's knowledge, any of LCC's affiliates, directors
or executive officers or any person controlling LCC is a party to any contract,
arrangement, understanding or relationship with any other person relating,
directly or indirectly, to, or in connection with, the Offer with respect to any
securities of the Company (including, without limitation, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint venture, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss or the giving or withholding
of proxies, consents or authorizations). Except as described in the Offer, no
contracts or negotiations concerning a merger, consolidation, a tender offer for
or other acquisition of any securities of the Company, an election of directors
of the Company, or a sale or other transfer of a material amount of assets of
the Company, has been entered into or has occurred between the Company or any of
its affiliates and LCC or any of its affiliates.
Statements LCC may publish, including those in this Offer to Purchase,
that are not strictly historical, may be deemed to be "forward-looking"
statements. Although LCC believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurance that its expectations will be realized. Forward-looking statements
involve known or unknown risks which may cause developments to differ materially
from those expected. Factors that could cause results and developments to differ
materially from LCC's expectations include, without limitation, federal and sate
regulatory developments and litigation.
8. Certain Information Concerning LCC
LCC is a Delaware limited liability company with its address at 00
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000. Its telephone number is (617)
264-2844. Its member are Costa Brava Partnership III, LP, a Delaware limited
partnership and White Bay Capital Management LLC, a Delaware limited liability
company. The general partner of Costa Brava Partnership III, LP is Xxxxx,
Xxxxxxx & Hamot LLC, a Delaware limited liability company whose sole member and
manager is Xxxx X. Xxxxx. Xxxxxx X. Xxxxxx is the sole member and manager of
White Bay Capital Management LLC. The address of Costa Brava Partnership III,
LP, Xxxxx Xxxxxxx & Hamot, LLC and Xxxx X. Xxxxx are 00 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx 00000 and their telephone number is (000) 000-0000. The
address of White Bay Capital Management LLC and Xxxxxx X. Xxxxxx is 000 Xxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and their telephone number is (917)
517-7650.
Xx. Xxxxx is, and for the past five years has been, manager of Xxxxx,
Xxxxxxx & Hamot LLC, 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, an
investment management firm.
Xx. Xxxxxx has been manager of White Bay Capital Management LLC since
January, 2004. From 2003 until January, 2004, he was employed as an associate of
DebtTraders, Inc. 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, dealers in
distressed debt. Previously, Xx. Xxxxxx was an investment banker
20
with Deutsche Bank Securities, New York City, from 2001 until 2003 and with
Xxxxxx Brothers, Inc., New York City, from 1999 until 2001.
Neither Xx. Xxxxx nor Xx. Xxxxxx has, during the past five years, been
convicted in a criminal proceeding nor has he been a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining him from future violations of, or prohibiting activities subject to,
federal or state securities laws, or a finding of any violation of federal or
state securities laws.
9. Certain U.S. Federal Income Tax Consequences
The following description summarizes the material United States federal
income tax consequences of the Offer to the holders of Shares accepting the
Offer. It is based on the Internal Revenue Code of 1986, as amended (the
"Code"), regulations under the Code, and court and administrative rulings and
decisions in effect on the date of the Offer, all of which are subject to
change, possibly retroactively. Any change could affect the continuing validity
of the tax consequences described in this Offer to Purchase. LCC has not
requested and will not request an advance ruling from the Internal Revenue
Service, nor will it be securing any tax opinions, as to the tax consequences of
the Offer. This description is not binding on the Internal Revenue Service, and
there can be no assurance that the Internal Revenue Service will not disagree
with or challenge any of the conclusions described below.
The description applies only to holders of Shares who are U.S. persons.
For purposes of this description, the term "U.S. person" means: (i) an
individual who is a U.S. citizen or a U.S. resident alien, (ii) a corporation
created or organized under the laws of the United States or any State, (iii) any
partnership but only to the extent of the distributive shares of the
partnership's partners that are U.S. persons, (iv) a trust where (a) a U.S.
court is able to exercise primary supervision over the administration of the
trust and (b) one or more U.S. persons have the authority to control all
substantive decisions of the trust, or (v) an estate that is subject to U.S. tax
on its worldwide income from all sources.
This description is not a comprehensive description of all the tax
consequences that may be relevant to a U.S. person. It does not address whether
any gain recognized on a sale of Shares pursuant to the Offer will qualify for
capital gain treatment. Further, it assumes the Offer is completed as described
in this Offer to Purchase and that all conditions to closing the Offer as set
forth in this Offer to Purchase are satisfied without waiver. No attempt has
been made to address all United States federal income tax consequences that may
be relevant to a particular holder of Shares in light of the shareholder's
individual circumstances or to holders of Shares who are subject to special
treatment under the United States federal income tax law (including, for
example, banks, insurance companies and financial institutions, tax-exempt
organizations, mutual funds, persons that have a functional currency other than
the U.S. dollar, investors in pass-through entities, traders in securities who
elect to apply a xxxx-to-market method of accounting, dealers in securities or
foreign currencies, holders of Shares who are not U.S. persons and holders of
Shares as part of a hedge, straddle, constructive sale or conversion
transaction).
This description does not address any tax consequences arising under
the laws of any state, locality or foreign jurisdiction, and it does not address
any federal tax consequences other than United States federal income tax
consequences. It does not address the tax consequences of any transaction other
than the Offer. Accordingly, each holder of Shares is strongly urged to consult
with a tax advisor to determine the particular federal, state, local or foreign
income or other tax consequences of the Offer to the shareholder.
Sale of Shares, or of an Assignment, pursuant to the Offer, will be a
taxable transaction for federal income tax purposes. A shareholder who accepts
the Offer will generally recognize gain or loss for federal income tax purposes
in an amount equal to the difference, if any, between the amount of cash
received (except any cash received that is deemed to be interest for federal
income tax purposes) and such
21
shareholder's adjusted tax basis for the underlying Shares. Shareholders are
urged to consult their own tax advisors to determine whether any gain so
recognized will qualify for capital gain treatment. Any loss so recognized will
be capital loss, provided that the Shares are held as capital assets, and any
such capital loss will be long term if, as of the date of sale, the Shares were
held for more than one year or will be short term if, as of such date, the
Shares were held for one year or less. Any cash received that is deemed to be
interest for United States federal income tax purposes will be taxed as ordinary
income. A holder of Shares may be required to recognize gain or loss in the year
the Offer closes irrespective of whether he actually receives payment for his
Shares, or Assignment, in that year. Shareholders of the Company should consult
with their tax advisors regarding the deductibility of any loss realized in the
Offer.
LCC's tax counsel has orally advised that the consummation of the Offer
should not have any adverse tax consequences to the Company and that, in
addition, the consummation of the Offer should not have any adverse tax
consequences to shareholders who do not tender their Shares provided that such
shareholders do not own (and are not considered as owning under the rules of
section 958(a) or (b) of the Code, which treat stock owned by certain related
persons or stock that is subject to an option held by a shareholder as owned by
such shareholder) ten percent or more of the total combined voting power of all
classes of stock of the Company entitled to vote. Shareholders who are uncertain
whether they could be considered as ten percent shareholders under the rules of
Code section 958(a) or (b) are urged to consult with their tax advisers
regarding the application of the ten percent test and the consequences of
meeting it.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH
SHAREHOLDER'S TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO SUCH
SHAREHOLDER OF THE OFFER, INCLUDING WITH RESPECT TO FEDERAL, STATE, LOCAL,
FOREIGN AND OTHER TAX CONSEQUENCES.
10. Effect of the Offer on the Market for the Shares; Exchange Act
Registration
Effect of the Offer on the Market for the Shares
The purchase of Shares pursuant to the Offer will increase the amount
of LCC's beneficial ownership of the Shares. LCC may resell its Shares in the
future. If LCC does not resell the Shares that it has bought in the Offer, there
would be decreased liquidity in any future market for the Shares. The purchase
of Shares pursuant to the Offer also can be expected to reduce the number of
holders of Shares and make it more likely that registration of the Shares under
the Exchange Act may be terminated.
Exchange Act Registration
The Shares are currently registered under the Exchange Act.
Registration of the Shares may be terminated upon application by the Company to
the SEC as the Shares are not listed on a "national securities exchange,"
provided that the Shares are held by fewer than 300 record holders. As of June
4, 2004, CEDE & Co. was the record holder for 2,914,380 Shares, and an aggregate
of 85,620 Shares were held by all other record holders. LCC believes that such
85,620 shares are held by less than 299 record owners. In a telephone call on
January 18, 2005 among the JPLs, Xx. Xxxxx and Xx. Xxxxxx of LCC and their
respective attorneys, the JPLs indicated that they also believe that such 85,620
shares are held by less than 299 record owners, that they are seeking
confirmation and that, if deregistration does not strain the limited resources
available to them, the JPLs may seek to terminate registration of the Shares
under the Exchange Act. However, if the Shares are not already held by fewer
than 300 record holders, the purchase of Shares pursuant to the Offer will make
it likely that the Shares will be held by fewer than 300 record holders and that
registration of the Shares under the Exchange Act could be terminated. Only the
Company can initiate such action and the Company may determine not to do so.
Termination of registration of the Shares under the Exchange Act may cause the
Shares to cease to be quoted in over-the-
22
counter trading, would substantially reduce the information required to be
furnished by the Company to its shareholders and the SEC and would make certain
provisions of the Exchange Act, such as the short swing profit recovery
provisions of Section 16(b) and the requirements of furnishing a proxy statement
in connection with shareholders meetings pursuant to Section 14(a), and the
related requirement to furnish an annual report to shareholders, no longer
applicable to the Company. If the Shares are no longer registered under the
Exchange Act, the requirements of Rule 13e-3 under the Exchange Act with respect
to "going private" transactions would no longer apply to the Company.
Furthermore, the ability of "affiliates" of the Company and persons holding
"restricted securities" of the Company to dispose of such securities pursuant to
Rule 144 promulgated under the Securities Act of 1933, as amended, may be
impaired or eliminated. Accordingly, following the Offer there may be no public
market for the Shares.
11. Source and Amount of Funds
LCC estimates that the total amount of funds required to purchase all
of the outstanding Shares and to pay all of its related fees and expenses will
be approximately $4,170,000. LCC has the funds required to consummate the Offer
in cash, on hand.
12. Certain Conditions to the Offer
Notwithstanding any other provision of the Offer, LCC shall not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating
to LCC's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for, and may delay the acceptance
for payment of or, subject to the restriction referred to above, the payment
for, any tendered Shares and Assignments, and may amend the Offer or terminate
the Offer and not accept for payment any tendered Shares and Assignments.
Notwithstanding any other provisions of the Offer, or any extension of the
Offer, LCC will not be required to accept for purchase any Shares or Assignments
if any of the following conditions has occurred or exists or has not been
satisfied or waived before or as of the expiration of the Offer:
(a) any governmental approval has not been obtained, which
approval LCC shall, in its sole discretion, deem necessary for the consummation
of the Offer as contemplated hereby (At present, LCC is not aware of any
filings, approvals or other actions by or with any domestic, foreign or
supranational governmental authority or administrative or regulatory agency that
would be required prior to the acquisition of the Shares by LCC pursuant to the
Offer as contemplated herein, other than consent of the Bermuda Monetary
Authority for the transfer of the Shares under the Exchange Control Act of 1972
of Bermuda. LCC intends to apply for that consent promptly after the date of
this Offer to Purchase.); See "The Tender Offer - Certain Legal Matters;
Required Regulatory Approvals;"
(b) any tender or exchange offer (other than the Offer) with
respect to some or all of the outstanding Shares shall have been proposed,
announced or made by any person, entity or group or a merger, acquisition or
other business combination proposal for the Company shall have been proposed,
announced or made by any person, entity or group;
(c) any action or proceeding shall have been instituted or
threatened in any court or by or before any governmental agency or body with
respect to the Offer which, in LLC's judgment, would reasonably be expected to
impair its ability to proceed with the Offer;
(d) any law, statute, rule or regulation shall have been adopted
or enacted which, in the judgment of LCC, would reasonably be expected to impair
its ability to proceed with the Offer;
23
(e) a banking moratorium shall have been declared by United States
federal or state authorities which, in the judgment of LCC, would reasonably be
expected to impair its ability to proceed with the Offer; or
(f) trading on the New York Stock Exchange or generally in the
United States over-the-counter market shall have been suspended by order of the
SEC or any other governmental authority which, in the judgment of LCC, would
reasonably be expected to impair its ability to proceed with the Offer.
The foregoing conditions are for the sole benefit of LCC and may be
asserted by it, or LCC may waive such conditions, in whole or in part at any
time or from time to time, before or as of the expiration of the Offer, in its
sole discretion. The failure by LCC at any time to exercise any of the foregoing
rights will not be deemed a waiver of any right. The waiver of such right with
respect to any particular facts or circumstances shall not be deemed a waiver
with respect to any other facts or circumstances, and each right will be deemed
an ongoing right that may be asserted at any time and from time to time.
A public announcement shall be made of a material change in, or waiver
of, the foregoing conditions, and the Offer may, in certain circumstances, be
extended in connection with any such change or waiver.
13. Certain Legal Matters; Required Regulatory Approvals
The prior consent of the Bermuda Monetary Authority is required under
the Exchange Control Xxx 0000 of Bermuda for the transfer of any Shares. LCC
intends to apply for that consent promptly after the date of this Offer to
Purchase and understands that the consent should be provided prior to the
Expiration Date. Except as otherwise set forth in the Offer, based on its review
of publicly available filings by the Company with the SEC and other publicly
available information regarding the Company, LCC is not aware of any filings,
approvals or other actions by or with any domestic, foreign or supranational
governmental authority or administrative or regulatory agency that would be
required prior to the acquisition of the Shares by LCC pursuant to the Offer as
contemplated herein. Should any such approval or other action be required, there
can be no assurance that any such additional approval or action, if needed,
would be obtainable without substantial conditions or that adverse consequences
might not result to the Company's business. LCC's obligation to purchase and pay
for Shares is subject to certain conditions, including conditions with respect
to governmental actions and court approval. See "The Tender Offer - Certain
Conditions to the Offer" for a description of certain conditions to the Offer,
including with respect to litigation and governmental actions.
A number of states have adopted laws and regulations which purport, to
varying degrees, to apply to attempts to acquire securities of corporations
which are incorporated in such states and/or which have substantial assets,
security holders, principal executive offices or principal places of business
therein. A number of states have adopted laws and regulations which purport, to
varying degrees, to regulate the ownership and operation of insurance companies.
LCC has not determined whether any of these state takeover laws and regulations
or insurance laws and regulations will, by their terms, apply to the Offer, and
LCC has not attempted to comply with any state takeover statute or regulation or
insurance law or regulation. LCC reserves the right to challenge the
applicability or validity of any state law allegedly applicable to the Offer and
nothing in the Offer is intended as a waiver of that right. If it is asserted
that any state takeover statute or insurance law applies to the Offer and if an
appropriate court does not determine that it is inapplicable or invalid as
applied to the Offer, LCC might be required to file certain information with, or
to receive approvals from, the relevant state authorities, the Company might
lose its license to conduct business in the applicable state and LCC might be
unable to accept for payment or purchase Shares tendered pursuant to the Offer
or be delayed in continuing or consummating the Offer.
24
In such case, LCC may not be obligated to accept for purchase, or pay for, any
Shares tendered or Assignments delivered. See "The Tender Offer - Certain
Conditions to the Offer".
14. Dividends and Distributions
If, on or after the date of the Offer, the Company should (i) split,
combine or otherwise change the Shares or its capitalization, (ii) acquire
currently outstanding Shares or otherwise cause a reduction in the number of
outstanding Shares or (iii) issue or sell additional Shares, shares of any other
class of capital stock, other voting securities or any securities convertible
into, or rights, warrants or options, to acquire any of the foregoing, then,
subject to the matters referred to under "The Tender Offer - Certain Conditions
to the Offer," LCC, in its sole discretion, may make such adjustments as it
deems appropriate in the Offer Price and other terms of the Offer, including,
without limitation, the number or nature of securities offered to be bought. If
any such adjustments are made by LCC, LCC may be required to extend the Offer,
as discussed in "The Tender Offer - Terms of the Offer; Expiration Date".
If, on or after the date of the Offer, the Company declares or issues
with respect to the Shares any additional Shares, shares of any other class of
capital stock, other voting securities or any securities convertible into, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, distributable to shareholders of record on a date prior to the
transfer to LCC of the Shares purchased pursuant to the Offer, then, subject to
the matters referred to under "The Tender Offer - Certain Conditions to the
Offer," the Offer Price and other terms of the Offer may, in LCC's sole
discretion, be reduced by the amount of any such non-cash dividend, distribution
or issuance to be received by the tendering shareholders and will (i) be
received and held by the tendering shareholders for the account of LCC and will
be required to be promptly remitted and transferred by each tendering
shareholder to the Depositary for the account of LCC, accompanied by appropriate
documentation of transfer or (ii) at LCC's direction, be exercised for its
benefit in which case the proceeds of such exercise will promptly be remitted to
it. Pending such remittances and subject to applicable law, LCC will be entitled
to all rights and privileges as owner of any such non-cash dividend,
distribution, issuance or proceeds and may withhold the entire Offer Price or
deduct from the Offer Price the amount or value thereof, as LCC determines in
its sole discretion; provided that if such action is considered to be a material
change to the Offer, LCC may be required to extend the Offer, as discussed in
"The Tender Offer - Terms of the Offer; Expiration Date".
15. Certain Fees and Expenses
Except as set forth below, LCC will not pay any fees or commissions to
any broker, dealer or other person for soliciting tenders of Shares pursuant to
the Offer. LCC will pay brokers and dealers $0.15 per validly tendered Share for
their efforts in locating owners, other than brokers and dealers, of Shares and
arranging for such owners to tender their Shares and deliver Assignments.
Brokers, dealers, commercial banks and trust companies and other nominees will,
on request, be reimbursed by LCC for customary clerical and mailing expenses
incurred by them in forwarding materials to their customers.
LCC has retained Xxxxxxxxx Shareholder Communications, Inc. as the
Information Agent in connection with the Offer. The Information Agent may
contact holders of Shares by mail, telephone, facsimile transmission, email and
personal interview and may request brokers, dealers and other nominee
shareholders to forward material relating to the Offer to beneficial owners of
Shares. LCC will pay the Information Agent customary compensation for all such
services in addition to reimbursement of reasonable out-of-pocket expenses. LCC
will indemnify the Information Agent against certain liabilities and expenses in
connection with the Offer, including liabilities under the federal securities
laws.
In addition, LCC has retained Computershare Trust Company of New York
as the Depositary in connection with the Offer. The Depositary has not been
retained to make solicitations or
25
recommendations in its role as Depositary. LCC will pay the Depositary
reasonable and customary compensation for its services in connection with the
Offer, will reimburse the Depositary's reasonable out-of-pocket expenses and
will indemnify the Depositary against certain liabilities and expenses in
connection therewith, including liabilities under the federal securities laws.
LCC, will be responsible for its own expenses in connection with the
Offer. The following is an estimate of expenses incurred or to be incurred by
LCC in connection with the Offer.
Filing Fees $ 445
Aggregate Offer Price $3,510,000(1)
Legal Fees $ 150,000
Printing, Advertising and Mailing Fees and Expenses $ 18,000
Depositary Fees $ 8,000
Information Agent Fees $ 30,000
Brokers and Dealers Solicitation Fee $ 450,000(2)
Miscellaneous Fees and Expense $ 3,555
----------
TOTAL $4,170,000
--------
(1) Assumes valid tender of all Shares.
(2) Assumes valid tender of all Shares, that all Shares are owned by
persons or entities other than brokers and dealers and that brokers
and dealers are entitled to the solicitation fee for all Shares
tendered.
16. Miscellaneous
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not comply with the securities, blue sky
or other laws of such jurisdiction. However, LCC may, in its sole discretion,
take such action as it may deem necessary to make the Offer in any jurisdiction
and extend the Offer to holders of Shares in such jurisdiction. LCC is not aware
of any jurisdiction in which the making of the Offer or the acceptance of Shares
and Assignments would not comply with the laws of such jurisdiction.
In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on LCC's behalf by one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
LCC has filed with the SEC a Tender Offer Statement on Schedule TO, as
amended, together with exhibits, pursuant to Regulation M-A under the Exchange
Act, furnishing certain additional information with respect to the Offer, and
may file amendments thereto. Such Statement, as amended, including exhibits, may
be examined and copies may be obtained from the principal office of the SEC in
Washington, D.C. in the same manner as described in "The Tender Offer - Certain
Information Concerning the Company" with respect to information concerning the
Company.
THIS OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES OR CONSENTS.
ANY SUCH SOLICITATION WHICH LCC MIGHT MAKE, IF MADE WILL BE MADE PURSUANT TO
SEPARATE PROXY OR CONSENT SOLICITATION MATERIALS COMPLYING WITH THE REQUIREMENTS
OF APPLICABLE SECURITIES LAWS.
26
No person has been authorized to give any information or to make any
representation on behalf of LCC or any of its affiliates not contained in this
Offer to Purchase or in the Letter of Transmittal and, if given or made, any
such information or representation must not be relied upon as having been
authorized. Neither the delivery of this Offer to Purchase nor any purchase
pursuant to the Offer shall, under any circumstances, create any implication
that there has been no change in the affairs of LCC or the Company since the
date as of which information is furnished or the date of this Offer to Purchase.
LASALLE COVER COMPANY, LLC
January 21, 2005
27
EXHIBIT A
IN THE SUPREME COURT OF BERMUDA
COMPANIES (WINDING-UP)
Case Nos.: 339 and 340 of 2003
IN THE MATTER OF TRENWICK GROUP LTD.
AND IN THE MATTER OF LASALLE RE HOLDINGS LIMITED
AND IN THE MATTER OF THE COMPANIES ACT 1981
--------------------------------------------------------------------------------
ORDER
--------------------------------------------------------------------------------
UPON the joint application of Trenwick Group Ltd. and La Salle Re Holdings
Limited (together `the Companies') and the Joint Provisional liquidators of the
Companies (the `JPLs') by summons dated 18 November 2004.
AND UPON READING the affidavit of Xxxxxxx Xxxxxxx sworn on 17 November 2004
AND UPON HEARING Counsel for the Companies and the JPLs
IT IS HEREBY ORDERED as follows:
1. The orders of this Honourable Court dated 22 August 2003, by which the
JPLs were appointed to the Companies (`the JPL Orders'}, be and are hereby
amended with effect from the date of this order as set forth in this
order.
2. The powers of the Board of Directors of the Companies to continue in
control of the business and assets of the Companies shall cease and the
JPLs shall assume full control of the Companies.
3. All of the powers and functions of the JPLs and other provisions relating
to their appointment detailed in the JPL Orders (other than paragraphs 4
and 5 of the JPL Orders which shall remain in effect) shall be replaced
with the following provisions.
4. The powers of the JPIs shall not be limited, pursuant to section 170 (3)
of the Companies Xxx 0000, by this Order.
5. For the avoidance of doubt, but without restricting the generality of
paragraph 4 above, the JPIs shall be jointly and severally empowered to
carry out the following functions without further order or other approval:
5.1 to ascertain the property or assets (of whatever nature) to which
the Companies are or appears to be entitled and their suits and take
all steps necessary including Court actions, changing directors or
commencing bankruptcy or other insolvency proceedings where
appropriate to obtain possession of; collect and get in all such
properly and assets and bring same under their control and further,
where appropriate, bring the same into the jurisdiction of this
Honourable Court and, for this purpose, to seek the assistance of
the Courts of the various jurisdictions in which assets of the
Companies are located;
5.2 to incur and pay all reasonable expenses and disbursements in
connection with the running, administration and management of the
Companies' records and affairs and offices, and to make any other
payments which are necessary and incidental to the performance of
the JPLs' duties and functions;
5.3 if appropriate, in the discretion of the JPLs, to retain or employ
such further individuals, agents or companies to assist in running
the affairs and business of the Companies and for the
A-1
purposes of ascertaining and quantifying the assets, records and
liabilities of the Companies, such employment being either in this
jurisdiction or in any other jurisdiction of the world where the
Companies have conducted business or entered into contracts with
third parties;
5.4 to render invoices for their own remuneration at their usual and
customary rates (and this shall include all costs charges and
expenses of all attorneys, managers, accountants, auctioneers,
brokers or other person that the JPLs may employ) and to pay same;
5.5 to be able to see, review, secure, take possession of and copy the
claims and financial records of the Companies that are located in
the offices of the shareholders of the Companies, any company
affiliated with the Companies or any other person;
5.6 to continue to operate the existing bank accounts of the Companies
and to open and operate new bank accounts in the name of the JPLs or
the Companies as may be necessary (whether within or outside the
jurisdiction) and to pay monies into such accounts and authorise
payment from such accounts;
5.7 to investigate the affairs of the Companies and obtain such
information so far as it is necessary to locate, protect, secure,
take possession of, collect and get in the assets of the Companies,
including but not limited to securing the shares in and controlling
the subsidiaries of the Companies, and to determine liabilities or
to further a scheme of arrangement;
5.8 to do all such things as may be necessary or expedient for the
protection of the Companies' property or assets, including but not
limited to borrowing funds and securing such borrowing on the assets
of the Companies selling or otherwise disposing of the property of
the Companies by public auction or private treaty;
5.9 to enter into settlements or arrangements with any creditors and/or
any debtors of the Companies, subject to paragraph 12 below;
5.10 to employ, and dismiss any employees of the Companies;
5.11 to discharge rent, salaries of any employees of the Companies and
other current expenses of the Companies;
5.12 to grant or accept a surrender of a lease or tenancy of any of the
property of the Companies and to take a lease or tenancy of .any
property required or convenient for the business of the Companies;
5.13 to terminate, complete or effect any contracts or transactions
relating to the business of the Companies;
5.14 to effect insurance in connection with the management and
maintenance of the business, property and assets of the Companies;
5.15 to do all acts and to execute in the name and on behalf of the
Companies all deeds receipts or other documents and for that purpose
using when necessary the Companies seal;
5.16 to rank and claim in the bankruptcy, liquidation, scheme of
arrangement or insolvency of any person (including but not limited
to any body corporate) indebted to the Companies and to receive
dividends, and to accede to trust deeds for the creditors of any
such person;
5.17 to change the situation of the Companies' registered office;
5.18 to carry on the business of the Companies to extent necessary to
effect the orderly winding up and/or sale of the business in the
interests of the general body of creditors;
5.19 to retain and employ attorneys in Bermuda and other jurisdictions as
they see fit for the purpose of advising and assisting the JPLs in
the execution of their powers or in any legal or
A-2
arbitration proceedings and such servants, employees and agents as
they may consider necessary (whether within or outside the
jurisdiction) with regard to the execution of their powers and they
shall in their discretion be able to determine the quantum of
remuneration to be paid to such attorneys, servants, employees and
agents as aforesaid, and to pay same subject to having same taxed in
accordance with paragraph 10 of this order;
5.20 to consider any legal or arbitration proceedings wherever situate in
which the Companies are a party and to give all instructions in
connection therewith and take such action as may be thought
necessary to continue to prosecute or to defend such proceedings or
to apply for a stay of such proceedings;
5.21 to consider and if thought .advisable to commence such actions as
may be necessary in Bermuda or elsewhere to protect, recover or
obtain assets and or monies belonging or due to the Companies and to
commence all other proceedings outside Bermuda as may be necessary
to have their appointment recognised and to protect the assets of
the Companies in particular but not limited to applications in the
United Kingdom under the provisions of section 426 of the Insolvency
Xxx 0000 and in the United States of America under the provisions of
section 304 of the U.S. Bankruptcy Code;
5.22 to negotiate and agree the terms of a protocol or other arrangement
with the courts of any other jurisdiction which may have an interest
in the Companies or one or more of the Companies' affiliates or
subsidiaries for the purpose of ensuring the orderly conduct of the
liquidation of the Companies and its affiliates and/or subsidiary
companies worldwide;
5.23 to establish an informal committee of the secured contingent
creditors of the Companies ("the Informal Committee") to consult
with the JPLs on the administration of the Companies' businesses and
of the Companies' subsidiaries, at intervals to be agreed between
the JPLs and the Informal Committee;
5.24 to move, on behalf of the Companies, that the Companies be wound up
by the Court under the provisions of the Companies Xxx 0000 at such
time as the petitions in these proceedings are heard;
5.25 to do all things incidental to the exercise of the foregoing powers.
6. The JPLs may bring or defend, or intervene in the name of the Companies
in, any action of other legal proceeding which relate to the said property
or assets to which the Companies are or appear to be entitled or which it
is necessary to bring or defend for the purpose of effectually winding up
the Companies and recovering its property as aforesaid as provided by
section 174 of the Companies Xxx 0000.
7. The JPLs shall be entitled to see, review, secure, take possession of and
copy any books, papers, writings, documents and records relating to the
accounts and audit of the Companies' accounts that are located in the
offices of its auditors or any other person both in this jurisdiction and
in any other jurisdiction.
8. No disposition of the Companies' property by or with the authority of the
JPLs in either case in the carrying out of their duties and functions and
the exercise of their powers under this Order shall be avoided by virtue
of the provisions of Section 166(1) of the Companies Xxx 0000.
9. The JPLs shall give such security, if any, which may be required by the
Registrar of Companies.
10. The JPLs shall be a liberty to submit to the Registrar of the Supreme
Court of Bermuda bills of costs for taxation for all costs charges and
expenses of those persons or firms employed by them and that such taxation
shall be on an attorney-and-own-client basis with respect to the costs
charges and expenses of attorneys and on an equivalent basis for all
managers, accountants, auctioneers or other persons.
A-3
11. The costs charges and expenses of all persons retained or employed by the
JPLs together with the costs charges and expenses of the JPLs and all
other costs and expenses properly incurred in the course of the
Provisional Liquidations of the Companies shall be paid out of the assets
of the Companies.
12. The JPLs shall not have the power to make any distributions to creditors
or shareholders of the Companies before the earlier of
12.1. the effective date of the plan of reorganisation under Chapter 11 of
the US Bankruptcy Code in respect of Trenwick America Corporation (a
member of the Trenwick Group Ltd group of companies), which was
confirmed by order of the US Bankruptcy Court dated October 27th,
2004, or
12.2. 30 June 2005.
13. The costs of this application shall be paid out of the assets of the
Companies on an attorney and own client basis.
Dated this 19th day of November 2004
/s/ [GRAPHIC OMITTED]
----------------------------
CHIEF JUSTICE
IN THE SUPREME COURT OF BERMUDA
COMPANIES (WINDING-UP)
Case Nos.: 339 and 340 of 2003
IN THE MATTER OF TRENWICK GROUP LTD.
AND IN THE MATTER OF LASALLE RE HOLDINGSLIMITED
AND IN THE MATTER OF THE COMPANIES ACT1981
-----------------------------------------------
ORDER
-----------------------------------------------
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
Atttide-Stirling & Woloniecki
Xxxxxxxx House
00 Xxxxx Xxxxxx
Xxxxxxxx XX00
Xxxxxxxxx to the Joint Provisional Liquidators
A-4
Facsimile copies of the Letter of Transmittal, properly completed and
duly executed, will be accepted. The Letter of Transmittal, certificates for
Series A Preferred Shares and any other required documents should be sent or
delivered by each shareholder of LaSalle Re Holdings Limited or his broker,
dealer, commercial bank, trust company or other nominee to the Depositary at one
of its addresses set forth below:
The Depositary for the Offer is:
Computershare
By Mail By Facsimile Transmission By Hand or Overnight Courier
------- ------------------------- ----------------------------
Computershare Trust Company For Eligible Institutions Only Computershare Trust Company
of New York (000) 000-0000 of New York
Xxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxx
X.X. Xxx 0000 For Confirmation Only 00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000 (000) 000-0000 Xxx Xxxx, XX 00000
Questions and requests for assistance may be directed to the
Information Agent at the address and telephone numbers listed below. Additional
copies of this Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent as set forth below,
and will be furnished promptly at the expense of LaSalle Cover Company, LLC. You
also may contact your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
Xxxxxxxxx Shareholder Communications, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Shareholders Call Toll-Free: (000) 000-0000
Banks and Brokers Call (000) 000-0000
