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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): July 7, 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 July 13, 1999, RISCORP, Inc. issued a press release announcing that
it has settled various claims arising out of the sale of substantially all of
its assets to 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 July 13, 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
Senior Vice President and General Counsel
Dated: July 14, 1999
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EXHIBIT 99.1
Sarasota, Florida, July 13, 1999. RISCORP, Inc. (OTC) announced today
the settlement of various claims arising out of the sale of substantially all of
its assets to Zenith Insurance Company ("Zenith"). The terms of the settlement
include, among other things, (i) the dismissal with prejudice of the lawsuits
filed in the United States District Courts for the Southern District of New York
and the Middle District of Florida, Tampa Division; (ii) the disbursement of the
$12,800,000 in cash that has been held in escrow pursuant to the terms of the
Asset Purchase Agreement, with $6,000,000 to be disbursed to Zenith and the
balance to be disbursed to RISCORP; (iii) RISCORP's right to seek correction of
alleged errors made by the neutral auditor in connection with its determination
of certain reinsurance recoverable adjustments contained in the Final Business
Balance Sheet; (iv) RISCORP's right to retain any proceeds received from the
Florida Department of Labor (the "Florida DOL") in connection with RISCORP's
request for a refund of $5,292,183 related to deductions for commissions with
respect to gross premiums; (v) RISCORP's right to retain a portion of any
additional refunds received from the Florida DOL related to deductions for
premiums ceded to others; and (vi) the mutual release of all other claims and
causes of action each party may have against the other through the date of the
Settlement Agreement, except as expressly set forth therein. The parties have
also agreed that, with certain limited exceptions, any future claim or
controversy between the parties shall be submitted to binding arbitration
pursuant to the procedures set forth in the Settlement Agreement.
Mr. Frederick M. Dawson, President and Chief Executive Officer of
RISCORP, stated "this settlement resolves substantially all of the outstanding
claims previously asserted by either RISCORP or Zenith as a result of the sale
to Zenith and represents further progress in our continuing effort to maximize
value to our shareholders and effect an orderly winding up of the affairs of the
corporation. We are pleased with the settlement of these issues on the terms set
forth in the Settlement Agreement."
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.
