Exhibit (a)(1)(A)
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OFFER TO PURCHASE, DATED DECEMBER 23, 2004
OFFER TO PURCHASE FOR CASH
UP TO 1,500,000 SERIES A PREFERRED SHARES
of
LASALLE RE HOLDINGS LIMITED
at
$1.00 NET PER SHARE
by
LASALLE COVER COMPANY, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 25, 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 25.
December 23, 2004
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TABLE OF CONTENTS
Page No.
SUMMARY TERM SHEET.......................................................... 1
QUESTIONS AND ANSWERS ABOUT THE OFFER....................................... 2
INTRODUCTION................................................................ 8
THE TENDER OFFER............................................................ 9
1. TERMS OF THE OFFER; EXPIRATION DATE........................... 9
2. ACCEPTANCE FOR PAYMENT AND PAYMENT............................ 11
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES....... 12
4. WITHDRAWAL RIGHTS............................................. 16
5. CERTAIN INFORMATION CONCERNING HOLDINGS....................... 17
6. DESCRIPTION OF SERIES A PREFERRED SHARES; DIVIDENDS; PRICE
RANGE OF THE SHARES........................................... 18
7. BACKGROUND OF THE OFFER....................................... 20
8. CERTAIN INFORMATION CONCERNING LCC............................ 22
9. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.................. 22
10. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; EXCHANGE
ACT REGISTRATION.............................................. 24
11. SOURCE AND AMOUNT OF FUNDS.................................... 25
12. CERTAIN CONDITIONS TO THE OFFER............................... 25
13. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.......... 26
14. DIVIDENDS AND DISTRIBUTIONS................................... 27
15. CERTAIN FEES AND EXPENSES..................................... 28
16. MISCELLANEOUS................................................. 29
(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 up to 1,500,000 outstanding Series A Preferred
Shares ("Shares") of LaSalle Re Holdings Limited, a Bermuda company
("Holdings"), (equal to 50% of the outstanding Shares), 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 9.
The tender price is $1.00 per Share in cash, without interest thereon
(the "Offer Price"). Additionally, LCC will pay brokers and dealers $0.15 per
validly tendered and accepted Share for their efforts in locating owners of the
Shares and arranging for the owners to tender their Shares. LCC has been advised
that the Share record books have been closed and that it may not be able to
effect transfers into its name of Shares tendered to it by a record owner. If
that is the case, LCC reserves the right to reject tenders of Shares that are
not owned in nominee or "street name." If the Offer is oversubscribed, tenders
will be accepted on a pro-rata basis unless LCC amends the Offer and accepts
tenders for a greater number of Shares. In the event of a proration, tendered
Shares will be divided into two groups - (i) Shares held of record by CEDE &
Co., the nominee for Depository Trust Company ("CEDE") or another nominee
acceptable to LCC and (ii) other Shares ("Non-Street Name Shares"). Tenders of
Non-Street Name Shares may only be accepted if transfer of record ownership of
the Non-Street Name Shares can be effected. See `THE TENDER OFFER - TERMS OF THE
OFFER; EXPIRATION DATE" on page 9.
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 20.
The Offer is not conditioned on LCC obtaining any financing. See "THE
TENDER OFFER - SOURCE AND AMOUNT OF FUNDS" on page 25.
Shareholders who sell their Shares in the Offer will receive cash for
their Shares promptly after the expiration of the Offer and the expiration of
all withdrawal rights. Shareholders who do not sell their Shares in the Offer
will continue to hold them and will remain entitled to liquidation payments from
Holdings if and when any such amounts are distributed, and accrued dividends, if
any are paid. Holdings has stated, in its last filing with the Securities and
Exchange Commission ("SEC") on Form 10-Q for the quarter ended June 30, 2003,
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."
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 Securities?
LCC is offering to buy up to 1,500,000 (or 50%) of Holdings' 3,000,000
outstanding Shares. See "THE TENDER OFFER - CERTAIN INFORMATION CONCERNING LCC"
on page 22.
How Much Is LCC Offering to Pay and What Is the Form of Payment?
LCC is offering to pay $1.00 per Share, net to you in cash, without
interest. 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 Holdings' Chapter 11
Bankruptcy filing on August 23, 2003. If you are the record owner of your Shares
and you tender your Shares 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 Share for their efforts in
locating owners of the Shares and arranging for the owners validly to tender
their Shares that are accepted for tender. 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 11.
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 $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 18.
What is the Purpose of the Offer?
The purpose of the Offer is for LCC to acquire up to an additional
1,500,000 (or 50%) of the outstanding Shares that it or its affiliates 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
Holdings' Chapter 11 filing on August 23, 2003 (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, and on November 19, 2004 the
Bermuda Supreme Court issued an order commencing the liquidation of Holdings).
See "THE TENDER OFFER - BACKGROUND OF THE OFFER" on page 20.
2
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, such as, without limitation,
restrictions on any transfer of record ownership under Bermuda law while
Holdings is in liquidation, including, with respect to Non-Street Name Shares,
the required sanction of the Bermuda Supreme Court under the Bermuda Companies
Act 1981 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
9 and THE TENDER OFFER - CERTAIN CONDITIONS TO THE OFFER" on page 25.
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 Holdings' 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 current market price. Holdings 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 18.
Does LCC Have the Financial Resources to Make Payment of the Offer Price?
LCC estimates that it will need approximately $1,920,000 to purchase
1,500,000 Shares and to pay all of its expenses involved in the Offer. LCC
intends to pay the purchase price for these Shares and related expenses using
its existing cash on hand. See "THE TENDER OFFER - SOURCE AND AMOUNT OF FUNDS"
on page 25.
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, and
all of LCC's funding will come from its existing cash on hand. The Offer is not
subject to any financing condition. See "THE TENDER OFFER - SOURCE AND AMOUNT OF
FUNDS" on page 25.
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 January 25,
2005, 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 9 and "THE TENDER OFFER -
PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" on page 12.
3
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 9.
What happens if the Offer is Oversubscribed?
If more than 1,500,000 Shares are validly tendered, LCC will accept
tenders of Shares from each holder who validly tenders Shares on a pro-rata
basis, except that it will not accept fractional Shares. Alternatively, LCC may
amend the Offer and accept some or all additional tendered Shares. In any event,
LCC may reject tenders of Non-Street Name Shares unless and until LCC can effect
transfer of record ownership of such Shares. See "THE TENDER OFFER - TERMS OF
THE OFFER; EXPIRATION DATE" on page 9.
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 9.
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 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 9.
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 $1.00 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 9.
4
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 Shares, together with a completed Letter of
Transmittal, 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. Because Holdings may not, without the sanction of
the Bermuda Supreme Court, be able to transfer record ownership of Shares while
it is in liquidation, LCC reserves the right to reject tenders of Non-Street
Name Shares. This will not have an impact on LCC's ability to accept tenders of
Shares that are held by CEDE or another nominee acceptable to LCC. See "THE
TENDER OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" on page
12.
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 accept or reject tendered Shares. See "THE TENDER
OFFER - PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES" on page 12.
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 January 25, 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 9 and "THE TENDER
OFFER - WITHDRAWAL RIGHTS" on page 16.
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 16.
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 Holdings if and
when any such amounts are distributed, and accrued dividends, if any are paid.
5
Holdings has stated in its last filing with the SEC on Form 10-Q, for the
quarter ended June 30, 2003, 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."
See "THE TENDER OFFER - TERMS OF THE OFFER; EXPIRATION DATE" on page 9.
Does the Tender Offer provide any Benefit to Holdings?
No. The Offer merely effects transfer of the Shares from one owner to
another. See "THE TENDER OFFER - CERTAIN INFORMATION CONCERNING HOLDINGS" on
page 17.
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 22. Sale of Shares pursuant to the
Offer will be a taxable transaction for federal income tax purposes. If you sell
Shares 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 Shares
sold pursuant to the Offer. 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 in the Offer. See "THE TENDER OFFER - CERTAIN U.S. FEDERAL
INCOME TAX CONSEQUENCES" on page 22.
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.
6
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 12
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. Because Holdings may not, without the sanction of
the Bermuda Supreme Court, be able to transfer record
ownership of Shares while it is in liquidation, LCC reserves
the right to reject tenders of Non-Street Name Shares.
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 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 12.
If your Shares are registered in your name, to properly 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.
7
INTRODUCTION
LCC hereby offers to buy up to 1,500,000 outstanding Shares 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").
The Offer is not subject to any financing condition. See "THE TENDER
OFFER - SOURCE AND AMOUNT OF FUNDS" on page 25.
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 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). Tendering shareholders who own their Shares through a
broker or other nominee may be charged an administrative fee by such broker or
other nominee for tendering the Shares on behalf of such shareholders. LCC will
pay brokers and dealers $0.15 per validly tendered and accepted Share for their
efforts in locating owners of the Shares and arranging for the owners to tender
their Shares 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 28.
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.
8
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 up to 1,500,000
Shares which 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 January 25, 2005 ("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.
Tenders of Non-Street Name Shares may only be accepted if transfer of
record ownership of those Shares can be effected. Under Bermuda law and inasmuch
as Holdings is in liquidation, transfer of record ownership of Shares cannot be
effected without court approval.
If more than 1,500,000 Shares are validly tendered, LCC will accept
tenders of Shares from each tendering holder on a pro-rata basis, except that it
will not accept fractional Shares. However, in making the proration, tendered
Shares will be divided into two groups - (i) Shares held of record by CEDE or
another nominee acceptable to LCC and (ii) Non-Street Name Shares. Instead of
accepting tendered Shares on a pro-rata basis, LCC may amend the Offer as
provided herein and accept some or all additional tendered Shares.
LCC may waive any or all of the conditions to its obligation to
purchase Shares 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 to tendering shareholders, (ii) waive all of the unsatisfied
conditions that are waivable and, subject to any required extension, buy all
Shares validly tendered 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 until the new Expiration Date, retain the Shares
that have been tendered 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 were
theretofore accepted for payment, payment for any Shares 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 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
9
Act requires LCC to pay the consideration offered or return the Shares tendered
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 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 an increase in the maximum number of
Shares subject to the Offer, a change in 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 an increase in the maximum number of
Shares subject to the Offer, a change in 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 the maximum number
of Shares subject to the Offer or 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 in the Offer, during which shareholders
may tender Shares not tendered 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.
10
During a subsequent offering period, if any, tendering shareholders
will not have withdrawal rights, and LCC will promptly purchase and pay for any
Shares tendered 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 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 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 Holdings, if and
when any such amounts are distributed, and accrued dividends, if any are paid.
Holdings has stated in its last filing with the SEC on Form 10-Q, for the
quarter ended June 30, 2003, 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."
LCC is exercising its rights to request Holdings' shareholder list and
security position listings for the purpose of disseminating the Offer to
shareholders. The Offer and the related Letter of Transmittal will be mailed to
record holders of Shares 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.
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 (but not more than
1,500,000 Shares) 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 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.
11
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 not withdrawn, if and
when LCC gives oral or written notice to the Depositary of its acceptance of
such Shares for payment pursuant to the Offer. In all cases, on the terms and
subject to the conditions of the Offer, payment for Shares bought 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 by reason of any delay by the Depositary in making such payment.
If any tendered Shares are not bought pursuant to the Offer for any
reason, or if certificates representing Shares are submitted representing more
Shares than are tendered, certificates representing unpurchased or untendered
Shares 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 "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.
LCC reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of LCC's affiliates, the right to buy all or any
portion of the Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve LCC of its obligations under the Offer or prejudice
the rights of tendering shareholders to receive payment for Shares validly
tendered and accepted for payment pursuant to 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 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.
12
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.
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 the registered holder(s) (which term, for
purposes of this paragraph, includes any 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(s)
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
13
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
(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
14
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 Holdings' shareholders or any adjournment or postponement thereof.
LCC reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon the payment for such Shares, LCC or its designee must
be able to exercise full voting rights with respect to such Shares and other
securities, including voting at any meeting of shareholders at which holders of
Shares are entitled to vote.
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 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. In addition,
and unless transfers of record ownership of Shares may be validly effected on
the books of Holdings, LCC reserves the right to refuse to accept any tenders of
Shares that are not held of record by CEDE or another nominee acceptable to LCC.
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 will be
deemed to have been validly made until all defects and irregularities with
15
respect to such tender 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 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 made
pursuant to the Offer are irrevocable. Shares tendered 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 January 25, 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 pursuant to the Offer is delayed, or LCC is unable to accept for
payment or pay for Shares tendered 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 such Shares 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 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."
16
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 HOLDINGS
THE INFORMATION CONCERNING HOLDINGS 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, 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 HOLDINGS TO DISCLOSE EVENTS
WHICH MAY HAVE OCCURRED OR MAY AFFECT THE SIGNIFICANCE OR ACCURACY OF ANY SUCH
INFORMATION WHICH ARE UNKNOWN TO LCC, THE INFORMATION AGENT OR THE DEPOSITARY.
Holdings 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 Holdings' Forms
8-K filed with the SEC on October 16, 2003 and subsequently, during the period
that Holdings 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, Holdings
would file on Form 8-K its monthly operating reports as filed with, and in the
format prescribed by, the Bankruptcy Court. As of December 23, 2004, Holdings'
most recent Current Report on Form 8-K was filed on December 6, 2004. The
information that Holdings 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 Holdings which have been filed electronically via the XXXXX system.
Information about Holdings' Chapter 11 case is on file at the
Bankruptcy Court. Holdings' 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
Holdings' parent, Trenwick Group Limited ("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.
17
According to Holdings' Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003, Holdings is a Bermuda company with its principal executive
offices located at XXX Xxxxxxxx, 00 Xxxx Xxxxxx, Xxxxxxxx XX 11 Bermuda,
telephone no. (000) 000-0000. According to such Form 10-Q, Holdings primarily
acted as a multi-line reinsurance company with emphasis on property catastrophe
business. All of the Holdings' shares of common stock are owned by TGL. On
August 23, 2003, TGL and Holdings 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
Holdings commenced proceedings in the Supreme Court of Bermuda known under
Bermuda law as a "winding up" proceeding. On August 22, 2003, the Bermuda
Supreme Court appointed Xxxx X. Xxxxxxx of KPMG LLP in the United Kingdom and
Xxxxxxx X. Xxxxxxxx of KPMG in Bermuda as Joint Provisional Liquidators ("JPLs")
in respect of TGL and Holdings. The Chapter 11 cases instituted by TGL and
Holdings 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,
Holdings commenced its liquidation. A copy of that order is attached to this
Offer to Purchase as Exhibit A. The address of the JPLs is c/o KPMG, Xxxxx
Xxxxx, 0 Xxx xx-Xxxxx Xxxx, Xxxxxxxx XX 08, Bermuda. The telephone number is
(000) 000-0000.
The Offer merely effects transfer of the Shares from one owner to
another and will not effect a capital contribution to, or capital withdrawal
from, Holdings.
6. DESCRIPTION OF SERIES A PREFERRED SHARES; DIVIDENDS; PRICE RANGE OF THE
SHARES.
Holdings 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. Dividends on the Shares are cumulative at 8.75% of the $25
per share liquidation preference per annum. Holdings 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. Holdings has stated in its last filing with the SEC on Form 10-Q, for
the quarter ended June 30, 2003, 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."
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 Holdings (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 Holdings, 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.
18
The foregoing summarizes the Holdings' 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. Holdings 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 HOLDINGS.
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 Holdings has ceased to have any powers relating to Holdings
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 Holdings, the shareholders of
Holdings no longer have any interest in Holdings 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 Special Representatives to Holdings' Board.
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 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".
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:
Offer Price
Average as a
of Premium
Closing over the
Fiscal Year ending December 31, 2004 High Low Prices Average
------------------------------------ -------- -------- -------- --------
Fourth Quarter (through December 22, 2004) $ 0.30 $ 0.08 $ 0.13 639%
Third Quarter $ 0.27 $ 0.09 $ 0.12 715%
Second Quarter $ 0.51 $ 0.10 $ 0.18 458%
First Quarter $ 0.25 $ 0.06 $ 0.11 796%
19
Fiscal Year ending December 31, 2003
------------------------------------
Fourth Quarter $ 0.45 $ 0.05 $ 0.15 567%
Third Quarter $ 0.96 $ 0.20 $ 0.38 163%
Second Quarter $ 0.80 $ 0.26 $ 0.54 85%
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 full day before LCC announced 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 Holdings filed its Chapter 11 Bankruptcy petition.
As at December 22, 2004, the shareholdings in Holdings 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 LCC".
The table below sets forth, with respect to Shares bought by LCC or any
of its affiliates within the 60 days preceding the date of the Offer, the date
of purchase, the number of Shares purchased and the purchase price. Costa Brava
Partnership III, LP made all of the purchases, and all purchases occurred in the
over-the-counter market
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
20
Date Purchased Price Paid Number of Shares
-------------- ---------- ----------------
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.
Though not related to the Offer, in a letter to X. Xxxxxxx Xxxxxx,
Acting Chief Executive Officer of Holdings, 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 Holdings, replied to Xx. Xxxxxx on
behalf of Holdings, 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 Holdings. 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 Holdings' ability to recover amounts owed to it by TGL and
that defense against the claim was necessary in order to preserve the value of
Holding'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 Holdings). 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 has been no further
communication.
After the completion of the Offer, LCC may communicate with the JPLs in
regard to these matters or otherwise with the possible objective of being a
direct investor in LaSalle Re Ltd.
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 Holdings (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
21
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 Holdings, an election of directors of
Holdings, or a sale or other transfer of a material amount of assets of
Holdings, has been entered into or has occurred between Holdings 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 are "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 with its address at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
00000 and White Bay Capital Management LLC, a Delaware limited liability company
with its address at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. The
general partner of Costa Brava Partnership III, LP is Xxxxx, Xxxxxxx & Hamot,
Inc., a Delaware corporation whose sole shareholder is Xxxx X. Xxxxx. Xxxxxx X.
Xxxxxx is the sole member and manager of White Bay Capital Management LLC.
Xx. Xxxxx is, and for the past five years has been, President of Xxxxx,
Xxxxxxx & Hamot, Inc., 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 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 ("Code"),
regulations under the Code, and court and administrative rulings and decisions
22
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 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
shareholder's adjusted tax basis for the Shares sold pursuant to the Offer.
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,
23
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 in that year. Shareholders of Holdings 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 Holdings 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 Holdings 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.
Exchange Act Registration
The Shares are currently registered under the Exchange Act. However,
registration of the Shares may be terminated upon application by Holdings to the
SEC as the Shares are not listed on a "national securities exchange" if the
Shares are held by fewer than 300 record holders. Although only Holdings can
make such an application; it has not yet done so and 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-counter trading, would substantially
reduce the information required to be furnished by Holdings 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
24
to Section 14(a), and the related requirement to furnish an annual report to
shareholders, no longer applicable to Holdings. 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 Holdings. Furthermore, the ability of "affiliates" of Holdings and persons
holding "restricted securities" of Holdings 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 related fees and expenses will be
approximately $1,920,000. 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 may amend the Offer or terminate the Offer and not
accept for payment any tendered Shares. Notwithstanding any other provisions of
the Offer, or any extension of the Offer, LCC will not be required to accept for
purchase any Shares 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, including, without limitation
approval by the Bermuda Monetary Authority, 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.); See "THE TENDER OFFER - CERTAIN LEGAL MATTERS;
REQUIRED REGULATORY APPROVALS;"
(b) Any court approval, including, with respect to Non-Street Name
Shares, the sanction of the Bermuda Supreme Court pursuant to the provisions of
the Bermuda Companies Act 1981 has not been obtained, which approval LCC shall,
in its sole discretion, deem necessary for the consummation of the Offer as
contemplated hereby or for the purchase of Non-Street Name Shares (At present,
LCC is not aware of any court approvals that would be required prior to the
acquisition of the Shares by LCC pursuant to the Offer as contemplated herein.
except in respect of the Non-Street Name Shares.); See "THE TENDER OFFER -
CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS;"
(c) 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
25
other business combination proposal for Holdings shall have been proposed,
announced or made by any person, entity or group;
(d) 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;
(e) 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;
(f) 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
(g) 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.
Additionally, LCC may determine not to accept tendered Shares to the
extent that Holdings is unable to effect the transfer of record ownership of
such Shares while it is in liquidation, and if the Shares are not held of record
by CEDE or another nominee acceptable to LCC.
The foregoing conditions are for the sole benefit of LCC and may be
asserted by it regardless of the circumstances giving rise to such conditions
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
Except as otherwise set forth in the Offer, based on its review of
publicly available filings by Holdings with the SEC and other publicly available
information regarding Holdings, 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 Holdings' business or other substantial conditions complied with in
26
order to obtain such approval or action or in the event that such approvals were
not obtained or such actions were not taken. 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.
State Takeover Laws. 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, Holdings 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. In such case, LCC may not be obligated to accept for
purchase, or pay for, any Shares tendered. See "THE TENDER OFFER - CERTAIN
CONDITIONS TO THE OFFER".
14. DIVIDENDS AND DISTRIBUTIONS
If, on or after the date of the Offer, Holdings 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, on or after the date of the Offer, Holdings 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 or its nominee or transferee on Holdings' stock transfer records
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
27
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 it determines in its sole discretion.
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 and
accepted Share for their efforts in locating owners of the Shares and arranging
for the owners to tender their Shares. 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 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 $ 200
Legal Fees $150,000
Printing and Mailing Fees and Expenses $ 4,000
Depositary Fees $ 8,000
Information Agent Fees $ 30,000
Brokers and Dealers Soliciting Fee $225,000(1)
Miscellaneous Fees and Expense $ 2,800
--------
TOTAL $420,000
(1) Assumes valid tender of 1,500,000 Shares
28
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
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,
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 and any amendments thereto, 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 HOLDINGS" with respect to information
concerning Holdings.
THIS OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES OR CONSENTS.
ANY SUCH SOLICITATION WHICH LCC MIGHT MAKE WILL BE MADE PURSUANT TO SEPARATE
PROXY OR CONSENT SOLICITATION MATERIALS COMPLYING WITH THE REQUIREMENTS OF
APPLICABLE SECURITIES LAW.
No person has been authorized to give any information or to make any
representation on behalf of LCC 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 Holdings since the date as of which information is
furnished or the date of this Offer to Purchase.
LASALLE COVER COMPANY, LLC
December 23, 2004
29
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 Tender Offer is:
[GRAPHIC OMITTED: Computershare Logo]
By Mail: By Facsimile Transmission: By Hand or Overnight
Courier:
Computershare Trust For Eligible Institutions Only: Computershare Trust
Company (000) 000-0000 Company
of New York of New York
Xxxx Xxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxx
X.X. Xxx 0000 For Confirmation Only 00 Xxxx Xxxxxx,
Xxx Xxxx, XX 00000-0000 Telephone: (000) 000-0000 00xx Xxxxx
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
may also 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
30
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 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;
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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 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;
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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.
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/ [illegible]
-----------------------------------------
CHIEF JUSTICE
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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
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