View:
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (Final Amendment) FUND AMERICAN ENTERPRISES HOLDINGS, INC. (Name of Issuer) FUND AMERICAN ENTERPRISES HOLDINGS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 360768 10 5 (CUSIP Number of Class of Securities) MICHAEL S. PAQUETTE VICE PRESIDENT AND CONTROLLER FUND AMERICAN ENTERPRISES HOLDINGS, INC. 80 SOUTH MAIN STREET HANOVER, NEW HAMPSHIRE 03755-2053 (603) 640-2205 COPY TO: Philip A. Gelston, Esq. Cravath, Swaine & Moore 825 Eighth Avenue - Worldwide Plaza New York, New York 10019 (212) 474-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) NOVEMBER 3, 1997 (Date Tender Offer First Published, Sent, or Given to Security Holders) TRANSACTION VALUE* AMOUNT OF FILING FEE* $125,000,000 $25,000 *Based on $125.00 maximum tender offer cash price per share for 1,000,000 shares. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $25,000 Form or Registration No.: Schedule 13E-4 Filing Party: Fund American Enterprises Holdings, Inc. Date Filed: November 3, 1997 This Final Amendment amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 originally filed on November 3,1997, and amended November 12, 1997, relating to the invitation of Fund American Enterprises Holdings, Inc., a Delaware corporation (the "Company"), to its shareholders to tender up to 1,000,000 shares of its Common Stock, par value $1.00 per share (the "Shares"), to the Company at prices not greater than $125.00 per Share nor less than $105.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 3, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"). ITEM 8. ADDITIONAL INFORMATION Item 8(e) is amended by adding the following paragraph: The Offer expired at midnight, New York City Time on Tuesday, December 2, 1997. The Company accepted for payment 370,289 Shares at a purchase price of $125.00 per Share. The Company announced the preliminary results of the Offer in a press release dated December 3, 1997 which is attached hereto as Exhibit (a)(11). ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 is amended by adding the following exhibit: (a)(11) Text of press release dated December 3, 1997. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FUND AMERICAN ENTERPRISES HOLDINGS, INC. December 3, 1997 By:_____________________________________ Michael S. Paquette Vice President and Controller EXHIBIT INDEX EXHIBITS PAGE (a)(11) Text of press release dated December 3, 1997. ................
- ------------- FUND PRESS AMERICAN RELEASE - ------------- CONTACT: Terry Baxter 603-640-2229 FUND AMERICAN ANNOUNCES PRELIMINARY RESULTS OF DUTCH AUCTION CASH TENDER OFFER HANOVER, New Hampshire, December 3, 1997 -- Fund American Enterprises Holdings, Inc. announced today that, based on a preliminary count by the depositary for the offer, a total of 370,289 shares of the Company's common stock have been tendered to the Company pursuant to its offer to purchase up to 1,000,000 shares at prices not greater than $125.00 nor less than $105.00 net per share. The offer expired at midnight yesterday, December 2, 1997. The Company has accepted for purchase all 370,289 shares at a price of $125.00 per share and expects to pay the purchase price upon receipt of all guaranteed delivery shares which is expected to occur within approximately three business days. Fund American is listed on the New York Stock Exchange under the symbol FFC. The depositary and information agent for the offer is First Chicago Trust Company of New York, telephone number 800-409-7443. FUND AMERICAN ENTERPRISES HOLDINGS, INC. 80 SOUTH MAIN STREET HANOVER, NEW HAMPSHIRE 03755