<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 6
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
RISCORP, INC.
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(Name of Issuer)
RISCORP, INC.
GRYPHUS COMPANY I
GRYPHUS COMPANY II
THE RISCORP GROUP HOLDING COMPANY, LIMITED PARTNERSHIP
WILLIAM D. GRIFFIN FAMILY LIMITED PARTNERSHIP
GRIFFIN ACQUISITION CORP.
WILLIAM D. GRIFFIN
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(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
767597107
(CUSIP Number of Class of Securities)
<TABLE>
<S> <C> <C>
WALTER E. RIEHEMANN GRYPHUS COMPANY I WILLIAM D. GRIFFIN
RISCORP, INC. GRYPHUS COMPANY II GRIFFIN ACQUISITION CORP.
2 NORTH TAMIAMI TRAIL, SUITE 608 THE RISCORP GROUP HOLDING COMPANY, P.O. BOX 728
SARASOTA, FLORIDA 34236-5642 LIMITED PARTNERSHIP SARASOTA, FLORIDA 34236
(941) 366-5015 WILLIAM D. GRIFFIN FAMILY LIMITED (941) 316-6800
PARTNERSHIP
BANK OF AMERICA CENTER, SUITE 850
101 CONVENTION CENTER DRIVE
LAS VEGAS, NEVADA 89109
(702) 598-3738
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
<TABLE>
<S> <C>
J. VAUGHAN CURTIS, ESQ. EDWARD J. HAWIE ESQ.
ALSTON & BIRD LLP KING & SPALDING
ONE ATLANTIC CENTER 191 PEACHTREE STREET
1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30303-1763
ATLANTA, GEORGIA 30309-3424 (404) 572-4600
(404) 881-7000
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$40,637,212.35 $8,127.45
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</TABLE>
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[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.
<TABLE>
<S> <C>
Amount previously paid: $8,127.45 Filing party: RISCORP, Inc.
Form or Registration no.: Schedule 14A Preliminary Proxy Statement Date filed: December 23, 1999
</TABLE>
* For purposes of calculation of the filing fee only. This calculation assumes
the purchase of 14,258,671 shares of Class A Common Stock of RISCORP, Inc. at
$2.85 per share in cash. The amount of the filing fee, calculated in accordance
with Rule 0-11(c)(1) promulgated under the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the value of the maximum number of shares
proposed to be purchased as described in the Proxy Statement.
SCHEDULE 13E-3
This Amendment No. 6 to Rule 13e-3 Transaction Statement on Schedule
13E-3 as so amended (this "Transaction Statement") filed pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, relates to a Plan and
Agreement of Merger (the "Merger Agreement"), dated as of November 3, 1999 and
as amended by that certain First Amendment to Plan and Agreement of Merger dated
April 20, 2000, that certain Second Amendment to Plan and Agreement of Merger
dated May 10, 2000 and that certain Third Amendment to Plan and Agreement of
Merger dated June 28, 2000 (the "Amendments" and the Merger Agreement as amended
by the Amendments the "Amended Merger Agreement"), by and among Griffin
Acquisition Corp., a Florida corporation ("Acquisition Corp."), William D.
Griffin, an individual resident of the State of Florida ("Mr. Griffin"), and
RISCORP, Inc., a Florida corporation (the "Company"). Pursuant to the Amended
Merger Agreement, among other things, (a) Acquisition Corp. will be merged with
and into the Company (the "Merger" or the "Transaction"), with the Company being
the surviving corporation, (b) each outstanding share of Class A Common Stock of
the Company will be converted into the right to receive $3.075 in cash, without
interest and less any required withholding taxes, (c) each outstanding share of
Class B Common Stock of the Company will remain outstanding, and (d) each
outstanding share of Acquisition Corp. Common Stock shall be converted into a
share of Class B Common Stock. The Merger Agreement, as amended, and the Merger
have already been approved by the board of directors of each of the corporations
that are parties to the Merger Agreement and are subject to the approval of the
shareholders of the Company at a Special Meeting of Shareholders that has been
adjourned until 11:00 a.m. on July 20, 2000.
This Amendment is being filed to reflect the filing of a Supplement
to the Proxy Statement dated June 30, 2000.
The terms and conditions of the Merger Agreement are described in the proxy
statement (the "Proxy Statement") filed as Exhibit (d)(1) the Supplement to
Proxy Statement dated June 9, 2000 (the "First Supplement") filed as Exhibit
(d)(6) and the Supplement to the Proxy Statement dated June 30, 2000 (the
"Second Supplement") filed herewith as Exhibit (d)(7). Copies of the Merger
Agreement, the First Amendment to Plan and Agreement of Merger and Second
Amendment to Plan and Agreement of Merger are annexed to the Proxy Statement as
Appendices A, B and C, respectively, thereto and are incorporated by reference
in Item 17(c) to this Transaction Statement. A copy of the Third Amendment to
Plan and Agreement of Merger is annexed to the Supplement to the Proxy Statement
dated June 30, 2000 as Appendix A thereto and is incorporated by reference in
Item 17(c) to this Transaction Statement. RISCORP has entered into voting
agreements with certain holders of Class A Common Stock, copies of which are
attached as exhibits hereto and incorporated by reference in Item 17(c) to this
Transaction Statement.
The responses and cross-references presented in the following table are supplied
pursuant to General Instruction F to Schedule 13E-3 and show the locations in
the Proxy Statement, the Supplement to the Proxy Statement dated June 9, 2000
and the Supplement to the Proxy Statement dated June 30, 2000 (including all
appendices thereto) of the information required to be included in response to
the items of this Transaction Statement. The information in the Proxy Statement
and both of the supplements, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this
Transaction Statement are qualified in their entirety by the information
contained in the Proxy Statements, each supplement thereto and the exhibits
thereto.
<PAGE> 3
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM: LOCATION IN THE PROXY STATEMENT:
<S> <C>
Item 1(a) "INTRODUCTION -- General" and "THE PARTIES --
RISCORP"
Item 1(b) "SUMMARY -- Voting," "THE MEETING -- Record Date;
Shares Outstanding and Entitled to Vote" and "MARKET
FOR RISCORP'S CLASS A COMMON STOCK AND RELATED
SHAREHOLDER MATTERS"
Item 1(c) and (d) "MARKET FOR RISCORP'S CLASS A COMMON STOCK AND
RELATED SHAREHOLDER MATTERS"
Item 1(e) **
Item 1(f) **
Item 2(a)--(d) and (g) "INTRODUCTION -- General," "SUMMARY -- The Parties,"
"THE PARTIES - RISCORP" and "THE PARTIES --
William D. Griffin and Acquisition Corp."
Item 2(e)--(f) "THE PARTIES -- RISCORP," "THE PARTIES -- William D.
Griffin and Acquisition Corp." and "THE PARTIES --
History of RISCORP and Reasons for the Merger"
Item 3(a)(1) "THE PARTIES -- Certain Transactions"
Item 3(a)(2) "INTRODUCTION -- Matters to be Considered at the
Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote;
Voting Agreement," "SUMMARY - Conflicts of
Interest," "SUMMARY -- Certain Effects of the
Merger," "THE MEETING - Matters to be Considered,"
"THE MEETING -- Required Vote; Voting Agreement,"
"THE PARTIES - History of RISCORP and Reasons for
the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS - Recommendation of the
Board of Directors," "SPECIAL FACTORS - Consequences
to Shareholders if the Merger is Not Approved,"
"SPECIAL FACTORS -- Recommendation of Mr. Griffin,
Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company,
Limited Partnership and William D. Griffin Family
Limited Partnership," "SPECIAL FACTORS -- Certain
Effects of the Merger," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE
MERGER," APPENDIX A -- "Plan and Agreement of
Merger," APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger" and SECOND SUPPLEMENT --
"Negotiations Regarding the Third Amendment to the
Merger Agreement"
Item 3(b) "THE PARTIES - History of RISCORP and Reasons for
the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS - Recommendation of the
Board of Directors," "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp.,
Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership,"
"SPECIAL FACTORS -- Certain Effects of the Merger,"
"SPECIAL FACTORS -- Interests of Certain Persons
in the Merger" and SECOND SUPPLEMENT --
"Negotiations Regarding the Third Amendment to the
Merger Agreement"
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
Item 4(a) "INTRODUCTION -- Matters to be Considered at the
Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Merger
Consideration," "SUMMARY -- Certain Effects of the
Merger," "SUMMARY - Conditions to the Merger,"
"SUMMARY -- Termination of the Merger Agreement,"
"SPECIAL FACTORS -- Certain Effects of the Merger,"
"THE MERGER," APPENDIX A -- "Plan and Agreement of
Merger," APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger," SECOND SUPPLEMENT --
"Adjournment of Special Meeting," -- "Increase in
Merger Consideration and Amendment to Merger
Agreement," -- Appendix A -- "Third Amendment to
Plan and Agreement of Merger"
Item 4(b) **
Item 5(a)--(g) "SUMMARY -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Operations of RISCORP Following the
Merger," "THE MERGER -- Terms of the Merger,"
APPENDIX A -- "Plan and Agreement of Merger,"
APPENDIX C -- "Second Amendment to Plan and
Agreement of Merger" and SECOND SUPPLEMENT --
Appendix A -- "Third Amendment to Plan and
Agreement of Merger"
Item 6(a) "INTRODUCTION -- Matters to be Considered at the
Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Merger
Consideration," "SUMMARY -- Financing of the
Merger," "SPECIAL FACTORS - Certain Effects of the
Merger," "SPECIAL FACTORS -- Financing and Expenses
of the Merger," "THE MERGER - Terms of the Merger,"
"THE MERGER -- Merger Consideration," APPENDIX A
-- "Plan and Agreement of Merger," APPENDIX C --
"Second Amendment to Plan and Agreement of Merger"
and SECOND SUPPLEMENT -- Appendix A "Third
Amendment to Plan and Agreement of Merger"
Item 6(b) "SUMMARY -- Financing of the Merger," "THE MEETING
-- Proxy Solicitation," "SPECIAL FACTORS - Financing
and Expenses of the Merger" and "THE MERGER --Merger
Consideration"
Item 6(c) and (d) **
Item 7(a)--(c) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Recommendation of the
Board of Directors," "THE PARTIES -- History of
RISCORP and Reasons for the Merger," "SPECIAL
FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Recommendation of the Board of Directors"
and "SPECIAL FACTORS -- Recommendation of Mr.
Griffin, Acquisition Corp., Gryphus Company I,
Gryphus Company II, The RISCORP Group Holding
Company, Limited Partnership and William D. Griffin
Family Limited Partnership"
Item 7(d) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Merger Consideration,"
"SUMMARY -- Conflicts of Interest," "Summary --
Certain Effects of the Merger," "SUMMARY -- Federal
Income Tax Consequences of the Merger," "THE PARTIES
-- History of RISCORP and Reasons for the Merger,"
"SPECIAL FACTORS - Background of the Merger,"
"SPECIAL FACTORS - Recommendation of the Board of
Directors," "SPECIAL FACTORS - Certain Effects of
the Merger," "SPECIAL FACTORS -- Interests of
Certain Persons in the Merger," "SPECIAL FACTORS --
Federal Income Tax Consequences," "THE MERGER,"
"PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL
MEETING," APPENDIX A -- "Plan and Agreement of
Merger," APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger" and SECOND SUPPLEMENT --
Appendix A -- "Third Amendment to Plan and Agreement
of Merger"
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Item 8(a) and (b) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY - Recommendation of the Board
of Directors," "THE PARTIES -- History of RISCORP
and Reasons for the Merger," "SPECIAL FACTORS --
Recommendation of the Board of Directors," "SPECIAL
FACTORS -- Recommendation of Mr. Griffin,
Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company,
Limited Partnership and William D. Griffin Family
Limited Partnership" and SECOND SUPPLEMENT --
"Negotiations Regarding the Third Amendment to the
Merger Agreement"
Item 8(c) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "SUMMARY - Conditions to the Merger,"
"THE MEETING -- Required Vote; Voting Agreement,"
"THE MERGER -- Conditions to the Merger," APPENDIX A
-- "Plan and Agreement of Merger," APPENDIX C --
"Second Amendment to Plan and Agreement of Merger,"
and SECOND SUPPLEMENT -- Appendix A -- "Third
Amendment to Plan and Agreement of Merger"
Item 8(d) and (e) "SUMMARY - Recommendation of the Board of
Directors," "SPECIAL FACTORS Background of the
Merger," "SPECIAL FACTORS - Recommendation of
the Board of Directors," and SECOND SUPPLEMENT --
"Negotiations Regarding the Third Amendment to the
Merger Agreement"
Item 8(f) **
Item 9(a) "SUMMARY - Recommendation of the Board of
Directors," "SPECIAL FACTORS - Background of the
Merger," "SPECIAL FACTORS -- Recommendation of the
Board of Directors" and "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp.,
Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership"
Item 9(b) and (c) **
Item 10(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "THE MEETING -- Required Vote; Voting
Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT"
Item 10(b) **
Item 11 "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "SUMMARY -- Conflicts of Interest," "THE
MEETING -- Required Vote; Voting Agreement," "THE
PARTIES -- History of RISCORP and Reasons for the
Merger," "SPECIAL FACTORS -- Consequences to
Shareholders if the Merger is Not Approved,"
"SPECIAL FACTORS -- Interests of Certain Persons in
the Merger," "THE MERGER," APPENDIX A -- "Plan and
Agreement of Merger," APPENDIX C -- "Second
Amendment to Plan and Agreement of Merger" and
SECOND SUPPLEMENT - "Voting Agreements"
Item 12(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "THE MEETING -- Required Vote; Voting
Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT"
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
Item 12(b) "SUMMARY -- Recommendation of the Board of
Directors,"THE MEETING -- Required Vote; Voting
Agreement," "SPECIAL FACTORS -- Recommendation of
the Board of Directors," "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp.,
Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership,"
SECOND SUPPLEMENT -- "Negotiations Regarding the
Third Amendment to the Merger Agreement" and --
"Voting Agreements"
Item 13(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Dissenters' Rights of
Appraisal," "THE MEETING -- Votes Required; Voting
Agreement," "THE MERGER -- Dissenters' Rights of
Appraisal" and APPENDIX D -- "Florida Statutes
Describing Shareholder Appraisal Rights"
Item 13(b) and (c) **
Item 14(a) "AVAILABLE INFORMATION," "SELECTED FINANCIAL DATA,"
"INCORPORATION BY REFERENCE" and APPENDIX E --
"RISCORP, Inc. Annual Report on Form 10K/A for the
year ended December 31, 1999, as filed with the
Securities and Exchange Commission on April 20,
2000"
Item 14(b) "SELECTED FINANCIAL DATA"
Item 15(a) "SUMMARY -- Certain Effects of the Merger," "THE
MEETING -- Proxy Solicitation," "SPECIAL FACTORS --
Certain Effects of the Merger," "SPECIAL FACTORS --
Financing and Expenses of the Merger" and "THE
MERGER"
Item 15(b) "THE MEETING -- Proxy Solicitation"
Item 16 The Proxy Statement, its Appendices, the
Supplement to Proxy Statement dated June 9, 2000,
the Supplement to Proxy Statement dated June 30,
2000, and its Appendices each in its entirety.
Item 17(a) **
Item 17(b) **
Item 17(c)--(d) *
Item 17(f) **
---------------------
</TABLE>
* Information is contained in this Statement
** Not applicable
<PAGE> 7
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of equity securities which is the
subject of the Rule 13e-3 transaction is the Company. The address of the
Company's principal executive offices is 2 North Tamiami Trail, Suite 608,
Sarasota Florida 34234-5642.
(b) The information set forth in "SUMMARY -- Voting," "THE
MEETING -- Record Date; Shares Outstanding and Entitled to Vote" AND "MARKET
FOR RISCORP'S CLASS A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" of the Proxy
Statement is incorporated herein by reference.
(c) and (d) The information set forth in "MARKET FOR RISCORP'S CLASS
A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" of the Proxy Statement is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This statement is being filed by the Company, the
issuer of the class of equity securities which is the subject of the Rule 13e-3
transaction, by Gryphus Company I, Gryphus Company II, The RISCORP Holding
Company, Limited Partnership, William D. Griffin Family Limited Partnership,
Griffin Acquisition Corp. and William D. Griffin. The information set forth in
"INTRODUCTION -- General," SUMMARY -- The Parties," "THE PARTIES -- RISCORP" and
"THE PARTIES -- William D. Griffin and Acquisition Corp." of the Proxy Statement
is incorporated herein by reference.
(e)-(f) The information set forth in "THE PARTIES -- RISCORP," "THE
PARTIES -- William D. Griffin and Acquisition Corp." and "THE PARTIES -- History
of RISCORP and Reasons for the Merger" of the Proxy Statement is incorporated
herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in "THE PARTIES -- Certain
Transactions" of the Proxy Statement is incorporated herein by reference.
(a)(2) The information set forth in "INTRODUCTION -- Matters to be
Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY --
Conflicts of Interest," "SUMMARY -- Certain Effects of the Merger," "THE MEETING
--Matters to be Considered," "THE MEETING -- Required Vote; Voting Agreement,"
"SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS - Recommendation
of the Board of Directors," "SPECIAL FACTORS -- Consequences to the Shareholders
if the Merger is Not Approved," "SPECIAL FACTORS -- Recommendation of Mr.
Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and William D. Griffin Family Limited
Partnership," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A
-- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger" of the Proxy Statement and in "Negotiations Regarding
the Third Amendment to the Merger Agreement" of the Second Supplement is
incorporated herein by reference.
(b) The information set forth in "THE PARTIES -- History of RISCORP
and Reasons for the Merger," "SPECIAL FACTORS -- Background of
the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors,"
"SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus
Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited
Partnership and William D. Griffin Family Limited Partnership," "SPECIAL FACTORS
-- Certain Effects
<PAGE> 8
of the Merger" and "SPECIAL FACTORS -- Interests of Certain Persons in the
Merger," of the Proxy Statement and in "Negotiations Regarding the Third
Amendment to the Merger Agreement" of the Second Supplement is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "INTRODUCTION -- Matters to be
Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY --Certain Effects of
the Merger," "SUMMARY -- Conditions to the Merger," "SUMMARY -- Termination of
the Merger Agreement," "SPECIAL FACTORS - Certain Effects of the Merger," "THE
MERGER," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second
Amendment to Plan and Agreement of Merger" of the Proxy Statement and in
"Adjournment of Special Meeting," "Increase in Merger Consideration and
Amendment to Merger Agreement," and Appendix A -- "Third Amendment to Plan and
Agreement of Merger" of the Second Supplement is incorporated herein by
reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)--(g) The information set forth in "SUMMARY -- Certain Effects of
the Merger," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Operations of RISCORP Following the Merger," "THE MERGER -- Terms of
the Merger," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C --
"Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in
Appendix A -- "Third Amendment to Plan and Agreement of Merger" of the Second
Supplement is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "INTRODUCTION -- Matters to be
Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Financing of the
Merger," "SPECIAL FACTORS - Certain Effects of the Merger," "SPECIAL FACTORS --
Financing and Expenses of the Merger," "THE MERGER - Terms of the Merger," "THE
MERGER -- Merger Consideration," APPENDIX A -- "Plan and Agreement of Merger"
and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the
Proxy Statement and in Appendix A -- "Third Amendment to Plan and Agreement of
Merger" of the Second Supplement is incorporated herein by reference.
(b) The information set forth in "SUMMARY -- Financing of the
Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Financing and
Expenses of the Merger" and "THE MERGER -- Merger Consideration" of the Proxy
Statement is incorporated herein by reference.
(c) and (d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)--(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT
THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of
Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger,"
"SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation
of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The
RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family
Limited Partnership" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Conflicts
of Interest," "SUMMARY -- Certain Effects of the Merger," "SUMMARY -- Federal
Income Tax Consequences of the Merger," "THE PARTIES -- History of RISCORP and
Reasons for the Merger," "SPECIAL FACTORS - Background of the Merger," "SPECIAL
FACTORS - Recommendations of the Board of Directors," "SPECIAL FACTORS --
Certain
<PAGE> 9
Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the
Merger," "SPECIAL FACTORS -- Federal Income Tax Consequences," "THE MERGER,"
"PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING," and APPENDIX A -- "Plan
and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and
Agreement of Merger" of the Proxy Statement and in Appendix A -- "Third
Amendment to Plan and Agreement of Merger" of the Second Supplement is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) and (b) The information set forth in "QUESTIONS AND ANSWERS
ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of
Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger,"
"SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL
FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I,
Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership" of the Proxy Statement and in
"Negotiations Regarding the Third Amendment to the Merger Agreement" of
the Second Supplement is incorporated herein by reference.
(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY --
Conditions to the Merger," "THE MEETING -- Required Vote; Voting Agreement,"
"THE MERGER -- Conditions to the Merger," APPENDIX A -- "Plan and Agreement of
Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of
the Proxy Statement and in Appendix A -- "Third Amendment to Plan and Agreement
of Merger" of the Second Supplement is incorporated herein by reference.
(d) and (e) The information set forth in "SUMMARY -- Recommendation
of the Board of Directors," "SPECIAL FACTORS - Background of the Merger," and
"SPECIAL FACTORS -- Recommendation of the Board of Directors" of the Proxy
Statement and in "Negotiations Regarding the Third Amendment to the Merger
Agreement" of the Second Supplement is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in "SUMMARY -- Recommendation of the
Board of Directors," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company, Limited Partnership and William
D. Griffin Family Limited Partnership" of the Proxy Statement is incorporated
herein by reference.
(b) and (c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE
MEETING -- Required Vote; Voting Agreement," "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein
by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY --
Conflicts of Interest," "THE MEETING -- Required Vote; Voting Agreement," "THE
<PAGE> 10
PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS --
Consequences to Shareholders if the Merger is Not Approved," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A "Plan and
Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement
of Merger" of the Proxy Statement and in "Voting Agreements" of the Second
Supplement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE
MEETING -- Required Vote; Voting Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein
by reference.
(b) The information set forth in "SUMMARY -- Recommendation of the
Board of Directors," "THE MEETING -- Required Vote; Voting Agreement," "SPECIAL
FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- The
Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company, Limited Partnership and William
D. Griffin Family Limited Partnership" of the Proxy Statement and in
"Negotiations Regarding the Third Amendment to the Merger Agreement" of the
Second Supplement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Dissenters' Rights of Appraisal," "THE
MEETING -- Votes Required; Voting Agreement," "THE MERGER --Dissenters' Rights
of Appraisal" and APPENDIX D -- "Florida Statutes Describing Shareholder
Appraisal Rights" of the Proxy Statement is incorporated herein by reference.
(b) and (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "AVAILABLE INFORMATION," "SELECTED
FINANCIAL DATA," "INCORPORATION BY REFERENCE" and APPENDIX E -- "RISCORP, Inc.
Annual Report on Form 10K/A for the year ended December 31, 1999, as filed with
the Securities and Exchange Commission on April 20, 2000" of the Proxy Statement
is incorporated herein by reference.
(b) The information set forth in "SELECTED FINANCIAL DATA" of the
Proxy Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "SUMMARY -- Certain Effects of the
Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Certain
Effects of the Merger," "SPECIAL FACTORS -- Financing and Expenses of the
Merger" and "THE MERGER" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "THE MEETING -- Proxy Solicitation"
of the Proxy Statement is incorporated herein by reference.
<PAGE> 11
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement, the Appendices
attached thereto, the Supplement to Proxy Statement dated June 9, 2000, the
Supplement to Proxy Statement dated June 30, 2000 and its Appendices each
incorporated herein by reference each in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c)(1)* Plan and Agreement of Merger, dated as of November 3, 1999
by and among Griffin Acquisition Corp., William D. Griffin
and the Company (attached as Appendix A to the Proxy
Statement).
(c)(2)* First Amendment to Plan and Agreement of Merger, dated
April 20, 2000, by and among Griffin Acquisition Corp.,
William D. Griffin and RISCORP, Inc. (Attached as Appendix
B to the Proxy statement.)
(c)(3)* Second Amendment to Plan and Agreement of Merger, dated May
10, 2000, by and among Griffin Acquisition Corp., William D.
Griffin and RISCORP, Inc. (Attached as Appendix C to the
Proxy Statement.)
(c)(4)* Voting Agreement, dated as of November 3, 1999, by and among
the Company, William D. Griffin, The RISCORP Group Holding
Company Limited Partnership, William D. Griffin Family
Limited Partnership, Charlotte K. Griffin Trust Number 3,
Anna F. Griffin Trust Number 3 and John Ford Griffin Trust
Number 3 (attached as Exhibit A to Appendix A to the Proxy
Statement).
(c)(5) Third Amendment to Plan and Agreement of Merger, dated June
28, 2000 by and among Griffin Acquisition Corp., William D.
Griffin and Riscorp, Inc. (attached as Appendix A to the
Supplement to Proxy Statement dated June 30, 2000).
(c)(6) Voting Agreement dated June 28, 2000 by and among the
Company and Seth W. Hamot, Costa Brava Partnership II
Limited Partnership, a Massachusetts limited partnership,
Roark, Rearden & Hamot, Inc., a Massachusetts corporation,
Seth W. Hamot as custodian for Gideon B. Hamot under the
Massachusetts Uniform Transfers to Minors Act, Charles H.
Parkhurst, Charles H. Parkhurst, as custodian for Catherine
Parkhurst under the New York Uniform Transfers to Minors
Act, Charles H. Parkhurst as custodian to William Parkhurst
under the New York Uniform Transfers to Minors Act and
Charles H. Parkhurst as custodian to Charles B. Parkhurst
under the New York Uniform Transfers to Minors Act
(c)(7) Voting Agreement dated June 28, 2000 by and between the
Company and Chap-Cap Partners, L.P.
(c)(8) Voting Agreement dated June 28, 2000 by and between the
Company and Thomas K. Albrecht
(c)(9) Voting Agreement dated June 28, 2000 by and between the
Company and Peter D. Norman, Sr.
(d)(1)* Definitive Proxy Statement dated May 10, 2000.
(d)(2)* Notice of Special Meeting of Shareholders (included in Proxy
Statement).
(d)(3)* Proxy Card attached to the Proxy Statement.
(d)(4)* Press Release issued by the Company on November 4, 1999.
(d)(5)* President's Letter to Shareholders (included in Proxy
Statement).
(d)(6)* Supplement to Proxy Statement dated June 9, 2000.
(d)(7)* President's Letter to Shareholders dated June 9, 2000.
(d)(8) Supplement to Proxy dated June 30, 2000
(d)(9) President's Letter to Shareholders dated June 30, 2000.
(e)* Text of Sections 607.1301, 607.1302 and 607.1320 of the
Florida Business Corporation Act (attached as Appendix D to
the Proxy Statement).
(f) Not Applicable.
* Previously filed.
<PAGE> 12
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.
RISCORP, INC.
By: /s/ Walter E. Riehemann
--------------------------------
Walter E. Riehemann
President
June 30, 2000
<PAGE> 13
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.
THE RISCORP GROUP HOLDING COMPANY, LIMITED PARTNERSHIP
By: Gryphus Company I
By: /s/ William D. Griffin
---------------------------------
William D. Griffin
President
June 30, 2000
<PAGE> 14
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.
WILLIAM D. GRIFFIN FAMILY LIMITED PARTNERSHIP
By: Gryphus Company II
By: /s/ William D. Griffin
----------------------------------
William D. Griffin
President
June 30, 2000
<PAGE> 15
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.
GRIFFIN ACQUISITION CORP.
By: /s/ William D. Griffin
-------------------------------
William D. Griffin
President
June 30, 2000
<PAGE> 16
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.
WILLIAM D. GRIFFIN
/s/ William D. Griffin
------------------------------------
William D. Griffin
June 30, 2000
<PAGE> 17
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.
GRYPHUS COMPANY I
By: /s/ William D. Griffin
-----------------------------------
William D. Griffin
President
June 30, 2000
<PAGE> 18
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.
GRYPHUS COMPANY II
By: /s/ William D. Griffin
-----------------------------------
William D. Griffin
President
June 30, 2000
