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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report December 31, 1998
(Date of earliest event reported)
THE CENTRIS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-12099 33-0097221
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
650 Town Center Drive, Suite 1600
Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 549-1600
N/A
(Former name and former address, if changed since last report)
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The Centris Group, Inc. (the "Company") previously reported on Form 8-K
that on December 31, 1998, it completed the acquisition of 100% of the
outstanding shares of common stock of Seaboard Life Insurance Company (USA)
("SLIC (USA)") and VASA North America, Inc. ("VNA").
This amendment to Form 8-K provides an amended response to Item 7.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
Subsequent to filing its report on Form 8-K on January 14, 1999, the Company
concluded that no financial statements or pro forma financial information are
required to be filed with respect to the acquisition of 100% of the outstanding
shares of common stock of SLIC (USA) and VNA as described in Item 2 to that
report. The Company has reached this conclusion based on its determination that
the acquisition does not meet any of the financial significance tests described
in Regulation S-X, Rules 3-05(b) and 1-02(w), promulgated under the Securities
Act of 1933 and the Securities Exchange Act of 1934, each as amended.
(b) Pro Forma Financial Information
See Item 7(a) above.
(c) Exhibits
Set forth below is a list of exhibits included as part of this Current
Report:
Exhibit Number Description of Exhibit
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*2.01 Stock Purchase Agreement dated as of August 20, 1998 by and
between The Centris Group, Inc., Seaboard Life Insurance
Company, Seaboard North American Holdings, Inc. and Eureko
B.V.
*10.01 Fifth Amendment to the Credit Agreement between The Centris
Group, Inc. and Fleet National Bank (the "Credit Agreement")
dated as of December 28, 1998.
* Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K, dated January 14, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Centris Group, Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: March 15, 1999 THE CENTRIS GROUP, INC.
By: /s/ Charles M. Caporale
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Charles M. Caporale
Senior Vice President, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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*2.01 Stock Purchase Agreement dated as of August 20, 1998 by and
between The Centris Group, Inc., Seaboard Life Insurance
Company, Seaboard North American Holdings, Inc. and Eureko
B.V.
*10.01 Fifth Amendment to the Credit Agreement between The Centris
Group, Inc. and Fleet National Bank (the "Credit Agreement")
dated as of December 28, 1998.
* Previously filed as an Exhibit to the Registrant's Current Report on
Form 8-K, dated January 14, 1999.
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