<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): August 4, 1999
SCPIE Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-12449 95-4557980
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1888 Century Park East, Suite 800
Los Angeles, California 90067-1712
(Address of principal executive offices)
Registrant's telephone number, including area code: (310) 551-5900
<PAGE>
This Current Report on Form 8-K is filed by SCPIE Holdings Inc., a
Delaware corporation (the "Company") in connection with the transactions
described herein.
Item 5 - Other Events
On August 4, 1999, at a meeting held by the Board of Directors of SCPIE
Holdings, Inc., (the "Board"), the Board voted to increase its size from twelve
to thirteen members, with the newly created directorship being designated a
member of Class I, subject to reelection at the 2000 annual meeting. The Board
also voted to elect Henry Gluck to fill this newly created position.
Also on August 4, 1999, the Board voted to amend the stockholder
proposals-advance notice provisions of the Bylaws of the Company.
Item 7 - Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
--------
3.1 Amended and Restated Bylaws, previously filed as an Exhibit to the
Company's Registration Statement on Form 10-Q, dated August 16, 1999, and
incorporated herein by this reference.
99.1 Text of Press Release dated August 5, 1999.
2
<PAGE>
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.
Date: August 9, 1999
By: /s/ Patrick T. Lo
----------------------------
Patrick T. Lo
Chief Financial Officer
3
<PAGE>
Exhibit Index
-------------
Exhibit No. Title
- ----------- -----
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
--------
3.1 Amended and Restated Bylaws, previously filed as an
Exhibit to the Company's Registration Statement on
Form 10-Q, dated August 16, 1999, and incorporated
herein by this reference.
99. 1 Text of Press Release dated August 5, 1999.
4
<PAGE>
EXHIBIT 99.1
[SCPIE LETTERHEAD]
SCPIE Holdings Elects Henry Gluck to Board of Directors
LOS ANGELES--Aug. 5, 1999--SCPIE Holdings Inc. (NYSE:SKP) today announced
that Henry Gluck, former chairman and Chief Executive Officer of Caesars World
Inc. and a former member of the board of directors of ITT Industries (NYSE:
IIN), has been elected to its board of directors. His election increases the
size of SCPIE's board to 13.
"We are pleased to have an executive of Henry's stature and background join
our board of directors," said Donald J. Zuk, SCPIE president and Chief Executive
Officer. "Henry is a highly respected corporate executive who brings to SCPIE
the knowledge of having headed or helped manage a number of high-profile
companies. "His wealth of experience as both a businessman and a community
leader will serve our company well as we embark on a course to expand our
services and enter new markets in a highly competitive industry."
Prior to heading Caesars World, Gluck, 71, was President of Monogram
Industries, Inc., which, under his leadership, became one of the fastest-growing
conglomerates listed on the New York Stock Exchange. He also served as
Chairman, President and Chief Executive Officer of Magnasync-Movioloa, Inc.
Among his community affiliations, Gluck has served as a member of the
National Council of the Salk Institute, as a trustee of the City of Hope, and as
Chairman of the board of trustees of The Westlake School. He also served as
Chairman of the Business Institute in Gerontology of the Ethel Percy Andrus
Gerontology Center at the University of Southern California.
Gluck received a bachelor of science degree in economics, finance and
international trade from the University of Pennsylvania, Wharton School of
Finance and Commerce.
<PAGE>
SCPIE Holdings Inc. is one of the nation's leading providers of medical
malpractice insurance, based on direct premiums written in 1998. SCPIE
currently insures more than 13,500 physicians, other providers, and oral and
maxillofacial surgeons practicing alone or in medical groups, clinics or other
healthcare organizations. The company also insures a variety of healthcare
facilities, including hospitals, emergency departments, outpatient surgery and
hemodialysis centers, and clinical and pathology laboratories.
In addition to historical information, this news release contains forward-
looking statements that are based upon the company's estimates and expectations
concerning future events and are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Actuarial estimates of losses and loss expenses and
expectations concerning the company's ability to retain its current insureds and
to expand its product lines and its business in existing and into new
geographical areas, including through the Brown & Brown affiliation, are
dependent upon a variety of factors, including future economic, competitive and
market conditions, future legislative and regulatory changes and the cyclical
nature of the property and casualty industry, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
company. In light of the significant uncertainties inherent in the forward-
looking information herein, the inclusion of such information should not be
regarded as representation by the company or any other person that the company's
objectives or plans will be realized.
