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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 3, 1999
RISCORP, INC.
(Exact name of registrant
as specified in its charter)
Florida 0-27462 65-0335150
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2 North Tamiami Trail, Suite 608
Sarasota, Florida 34236-5642
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 366-5015
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 4, 1999, RISCORP, Inc. issued a press release announcing
that it had signed a definitive agreement to merge with Griffin Acquisition
Corp., a company controlled by William D. Griffin, the majority shareholder of
RISCORP. In the merger, holders of the Class A Common Stock will be cashed out
and receive $2.85 per share in cash, plus a contingent right to receive an
additional pro rata cash amount if RISCORP recovers any additional amounts from
Zenith Insurance Company.
The full text of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
No financial statements are required to be filed as part of this
Report. The following exhibits are filed as part of this Report:
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Exhibit No. Description
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99.1 Press Release dated November 3, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RISCORP, INC.
By: /s/ Walter E. Riehemann
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Walter E. Riehemann
President
Dated: November 4, 1999
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EXHIBIT 99.1
NOVEMBER 3, 1999, SARASOTA, FLORIDA. RISCORP, Inc. today announced that
it had signed a definitive agreement to merge with Griffin Acquisition Corp.
("Acquiror"), a company controlled by William D. Griffin, the majority
shareholder of RISCORP. In the merger, holders of the Class A Common Stock will
be cashed out and receive $2.85 per share in cash, plus a contingent right to
receive an additional pro rata cash amount if RISCORP recovers any additional
amounts from Zenith Insurance Company.
At June 30, 1999, the net book value of RISCORP was approximately $2.36
per share. The Board of Directors of RISCORP believes that the liquidation value
per share of RISCORP is less than the book value per share. In addition, under
the terms of the merger, Acquiror will assume all of the liabilities of RISCORP,
including its pending litigation. The transaction is subject to other customary
conditions, including shareholder approval and is expected to close in the first
quarter of 2000.
In addition, RISCORP announced that the Board of Directors has named
Walter E. Riehemann, its General Counsel, to also fill the position of President
following the recent death of Frederick M. Dawson. Mr. Riehemann's primary
responsibility will be to oversee completion of the proposed transaction.
Mr. Riehemann, the President and General Counsel of RISCORP, said: "We
are extremely pleased with the proposed transaction. The $2.85 price per share
represents a significant premium over net book value per share and the amount
Class A shareholders would receive in a liquidation of the company. In addition,
any liquidation would require a significant amount of cash to be withheld from
distribution to shareholders pending resolution of outstanding liabilities. This
transaction puts more cash in the hands of our shareholders and does so much
faster than any other alternative."
RISCORP completed the sale of its operating assets to Zenith Insurance
Company in June 1998. Since that time, RISCORP has invested the proceeds of the
Zenith sale in cash and marketable securities and has sought to resolve
outstanding claims and marshall its assets, but it has not conducted any
insurance or other business operations.
The above press release contains statements that constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The words "believe," "intend" and similar expressions and variations
thereof identify certain of such forward-looking statements, which speak only as
of the dates on which they were made. RISCORP, Inc. undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise. Readers are cautioned that any
such forward-looking statements are not guarantees of future performance or
events and involve risks and uncertainties, and that actual results may differ
materially from those indicated in the forward-looking statements as a result of
various factors. Readers are cautioned not to place undue reliance on these
forward-looking statements.
