SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RISCORP, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
767597107
(CUSIP Number)
Robert L. Chapman, Jr., Chapman Capital, L.L.C., Citicorp Center, 23rd Floor,
725 S. Figueroa Street, Los Angeles, California 90017
Tel: (213) 895-4172
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 9, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
Page 7 of 7
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chap-Cap Partners, L.P., a Delaware Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,026,500
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,026,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.20%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chapman Capital L.L.C., a Delaware Limited Liability Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,026,500
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,026,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.20%
14. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert L. Chapman, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,026,500
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,026,500
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,026,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.20%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
shares of common stock (the "Common Stock") of RISCORP, Inc. (the "Issuer")
beneficially owned by the Reporting Persons specified herein as of July 14, 1999
and amends and supplements the Schedule 13D dated March 23, 1999, as amended
(the "Schedule 13D"). Except as set forth herein, the Schedule 13D, as
previously amended, is unmodified.
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds used by the Reporting Persons in making their
purchases of the shares of Common Stock beneficially owned by them are set forth
below:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $1,527,850.00
ITEM 4. Purpose of Transaction
The Reporting Persons acquired the Common Stock beneficially owned by
them in the ordinary course of their trade or business of purchasing, selling,
trading and investing in securities.
On July 9, 1999, Chap-Cap brought a putative class action against the
Issuer, William D. Griffin, Frederick M. Dawson, Walter E. Riehemann and Stephen
C. Rece (each a current or former senior manager of the Issuer) in the United
States District Court for the Middle District of Florida. The complaint filed in
such action alleges false statements by the defendants during the period from
November 19, 1997 through and including July 20, 1998 (the "Relevant Period") as
to the Issuer's shareholder equity and liquidation value in connection with an
Asset Purchase Agreement entered into by the Issuer and its senior management
with Zenith Insurance Company. The action was brought on behalf of a class
consisting of all persons who acquired Common Stock during the Relevant Period.
The complaint states that the Issuer consistently filed with the U.S. Securities
and Exchange Commission, and reported to the investing public, financial
statements reflecting shareholder equity of approximately $160 million or more,
which suggested a liquidation value between $4.14 and $4.40 per share, but in
fact, after an independent audit by Arthur Andersen, LLP, it was revealed that
the value underlying the Asset Purchase Agreement, or assets less transferred
liabilities under the Asset Purchase Agreement, was approximately $92.3 million,
substantially reducing the Issuer's liquidation value per share.
Chapman Capital, through Robert L. Chapman, Jr., intends to communicate
with other significant shareholders of the Issuer regarding the maximization of
Class A (minority) shareholder value. Chapman Capital may seek to gain
representation on the Issuer's Board of Directors.
The Reporting Persons intend to review their investment in the Issuer
on a continuing basis and, depending on various factors, including the Issuer's
business, affairs and financial position, other developments concerning the
Issuer, the price level of the Common Stock, conditions in the securities
markets and general economic and industry conditions, as well as other
investment opportunities available to them, may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate in light
of the circumstances existing from time to time. Such actions may include,
without limitation, the purchase of additional shares of Common Stock in the
open market and in block trades, in privately negotiated transactions or
otherwise, the sale at any time of all or a portion of the Common Stock now
owned or hereafter acquired by them to one or more purchasers, or the
distribution in kind at any time of all or a portion of the Common Stock now
owned or hereafter acquired by them.
Although there are currently no firm intentions or specific plans with
respect thereto, in the future, actions with respect to the investment in the
Issuer may include exploring with management of the Issuer the possibility of,
or seeking to influence the management of the Issuer with respect to, board
representation, business strategies, legal strategies, tax strategies, mergers,
business combinations, recapitalizations, sales of assets, negotiated or
open-market stock repurchases or other extraordinary corporate transactions. The
Reporting Persons may in the future consider a variety of different alternatives
to achieving their goal of maximizing shareholder value, including negotiated
transactions, tender offers, proxy contests, consent solicitations, or other
actions. However, it should not be assumed that the Reporting Persons will take
any of the foregoing actions. The Reporting Persons reserve the right to
participate, alone or with others, in plans, proposals or transactions of a
similar or different nature with respect to the Issuer.
Except as set forth above, as of the date of this filing none of the
Reporting Persons has any plans or proposals, which relate to or would result in
any of the actions set forth in parts (a) through (j) of Item 4. Such persons
may at any time reconsider and change their plans or proposals relating to the
foregoing.
<PAGE>
ITEM 5. Interest in Securities of the Issuer
(a) Together, the Reporting Persons beneficially own a total of
1,026,500 shares of Common Stock constituting 7.20% of all of the outstanding
shares of Common Stock.
(b) The Reporting Persons have the shared power to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
beneficially owned by them.
(c) No transactions with respect to the Common Stock were effected by
the Reporting Persons during the past sixty (60) days.
(d) No person other than the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned each certifies that the information with respect to it set forth
in this statement is true, complete and correct.
Dated: July 14, 1999
CHAP-CAP PARTNERS, L.P.
By: Chapman Capital L.L.C.,
as General Partner
By: /s/ Robert L. Chapman, Jr.
Robert L. Chapman, Jr.
Managing Member
CHAPMAN CAPITAL L.L.C.
By: /s/ Robert L. Chapman, Jr.
Robert L. Chapman, Jr.
Managing Member
/s/ Robert L. Chapman, Jr.
Robert L. Chapman, Jr.
