Exhibit 5
SCOR U.S.
--------------------
SCOR
November 9, 1995
Dear Stockholders:
I am pleased to inform you that on November 2, 1995, SCOR U.S.
Corporation (the "Company") entered into an Agreement and Plan of Merger
(the "Merger Agreement") providing for the acquisition of all publicly held
shares of common stock of the Company by SCOR S.A. SCOR S.A. currently
beneficially owns approximately 80% of the outstanding shares of the
Company.
Pursuant to the Merger Agreement, SCOR Merger Sub Corporation, a
wholly owned subsidiary of SCOR S.A., commenced today a tender offer to
purchase any and all outstanding shares of the Company's common stock at a
price of $15.25 per share in cash. Following completion of the tender offer
and satisfaction of certain other conditions, SCOR Merger Sub Corporation
will be merged with and into the Company and each share of the Company's
common stock then outstanding (other than shares of stockholders properly
exercising appraisal rights under Delaware law and shares owned by SCOR
S.A., SCOR Merger Sub Corporation or any other direct or indirect
subsidiary of SCOR S.A.) will be converted into the right to receive $15.25
per share in cash. Following consummation of the merger, the Company will
no longer be publicly owned, but will be wholly owned by SCOR S.A.
A Special Committee of the Company's Board of Directors consisting of
seven directors unaffiliated with SCOR S.A. carefully considered SCOR
S.A.'s proposal and determined that the SCOR S.A. offer and the merger are
fair to and in the best interests of the Company's public stockholders. The
Company's Board of Directors, based upon the recommendation of the Special
Committee, unanimously approved and adopted the Merger Agreement and the
transactions contemplated thereby, and recommends that stockholders accept
the offer and tender their shares.
In arriving at its determinations, the Special Committee and the
Company's Board gave careful consideration to a number of factors,
including the opinion of the Special Committee's financial advisor that the
consideration to be received by the Company's public stockholders in the
offer and merger is fair to such stockholders from a financial point of
view as of the date thereof. Detailed information about the deliberations
of the Special Committee and the Board of Directors and their
determinations and recommendations are contained in the enclosed offering
materials.
Accompanying this letter is SCOR Merger Sub Corporation's Offer to
Purchase, dated November 9, 1995, together with related materials,
including a Letter of Transmittal to be used for tendering your shares.
These documents set forth the terms and conditions of the offer and provide
instructions as to how to tender your shares. I urge you to read the
enclosed material carefully before making your decision with respect to
tendering your shares in the offer.
Sincerely,
/s/ XXXXXX XXXXXX
--------------------------------------
XXXXXX XXXXXX
President and Chief Executive Officer
SCOR U.S. CORPORATION
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-D178
TELEPHONE (000) 000-0000 FAX (000) 000-0000
