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OMB APPROVAL
UNITED STATES --------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER 3235-0145
WASHINGTON, D.C. 20549 EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.......14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Pac Rim Holding Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
693-71P-10-0
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(CUSIP Number)
J. Chris Seaman, Superior National Insurance Group, Inc.,
26601 Agoura Rd., Calabasas, CA 91302 (818) 880-1600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 4, 1996
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(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
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SCHEDULE 13D
CUSIP NO. 693-71P-10-0 PAGE 2
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Superior National Insurance Group, Inc.
95-3994873
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES 40,100
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 40,100
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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The statement on Schedule 13D, filed September 26, 1996 (the "Initial Filing")
that relates to the Common Stock, $0.01 par value per share, CUSIP Number
693-71P-10-0 of Pac Rim Holding Corporation, a Delaware corporation, is amended
by the undersigned (this "Amendment No. 1") as follows (capitalized terms used
herein, but otherwise not defined herein, shall have the meanings ascribed to
such terms in the Initial Filing).
Item 1. Security and Issuer
No material change has occurred in the facts set forth in response to this item
of the Initial Filing.
Item 2. Identity and Background
No material change has occurred in the facts set forth in response to this item
of the Initial Filing, except as discussed below:
On October 4, 1996, Allstate Insurance Company, an Illinois Insurance Company
("Allstate"), executed each of the Purchase Agreement and the Voting Agreement,
and as a consequence, shall be deemed a "Principal Shareholder" for purposes of
this Amendment No. 1 and the Initial Filing.
Item 3. Source and Amount of Funds or Other Consideration
No material change has occurred in the facts set forth in response to this item
of the Initial Filing.
Item 4. Purpose of Transaction
No material change has occurred in the facts set forth in response to this item
of the Initial Filing.
Item 5. Interest in the Securities of the Issuer
No material change has occurred in the facts set forth in response to this item
of the Initial Filing, except as discussed below:
A. Based on 16,800,727 shares of Issuer Common Stock and Common Stock
Equivalents voting upon the Acquisition Agreements, the Principal Shareholders,
with the addition of Allstate, have committed to vote 9,741,277 shares of
Issuer Common Stock and Common Stock Equivalents in favor of the Acquisition
Agreements, which represents approximately 60.0% of the outstanding Issuer
Common Stock plus Common Stock Equivalents.
In addition, since the date of the Initial Filing, SNIG, through its
subsidiary, Superior National Insurance Company ("SNIC"), has purchased 40,000
shares of Issuer Common Stock, and as a result, beneficially owns as of the
date of this Amendment No. 1, an aggregate of 40,100 shares of Issuer Common
Stock. See Paragraph C below.
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B. No material change has occurred in the facts set forth in this paragraph of
this item of the Initial Filing, except as follows:
SNIG has sole power to vote and dispose all 40,100 shares of Issuer Common
Stock beneficially owned by SNIG through its subsidiary SNIC.
C. No material change has occurred in the facts set forth in this paragraph
of this item of the Initial Filing, except as follows:
Since the date of the Initial Filing, the Company effected the following
purchases of Issuer Common Stock in open-market transactions on the Nasdaq
National Market:
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
---- ---------------- ---------------
<S> <C> <C>
10/8/96 5,000 $2.8125
10/8/96 10,000 $2.78125
10/16/96 25,000 $2.855
</TABLE>
D. No material change has occurred in the facts set forth in this paragraph of
this item of the Initial Filing, except that Allstate has no affiliation with
Richard H. Pickup and shall not be deemed a "Principal Shareholder" for
purposes of this paragraph D only.
E. No material change has occurred that would require changing the response
given to this item of the Initial Filing.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
No material change has occurred in the facts set forth in response to this item
of the Initial Filing, except as discussed below:
A. Voting Agreement (previously filed as part of the Initial Filing).
No material change has occurred in the facts set forth in this paragraph of
this item of the Initial Filing, except as discussed below:
As discussed in Item 2, Allstate executed the Voting Agreement, and as a
result, is now subject to its terms and conditions. In addition, in the event
a Breakup Fee becomes payable to SNIG under the Acquisition Agreements,
Allstate alone has not agreed to pay to SNIG the
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difference between the price received for its Debentures and Series 1, 2 and 3
Detachable Warrants of Issuer under the Acquisition Proposal (when consummated)
and the Acquisition Agreements.
B. Merger Agreement (previously filed as part of the Initial Filing).
No material change has occurred in the facts set forth in this paragraph of
this item of the Initial Filing.
C. Purchase Agreement (previously filed as part of the Initial Filing).
No material change has occurred in the facts set forth in this paragraph of
this item of the Initial Filing, except as discussed below:
As discussed in Item 2, Allstate executed the Purchase Agreement, and as a
result, is now subject to its terms and conditions. In addition, under the
Purchase Agreement, SNIG will acquire from Allstate all of the Debentures and
warrants to purchase Issuer Common Stock owned by it for the Debenture Purchase
Price and the Warrant Purchase Price. The Debenture Purchase Price is equal to
the price per share of Issuer Common Stock payable under the Merger Agreement
multiplied by the number of Common Stock Equivalents represented by the
principal amount of Debentures held by Allstate.
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Item 7. Material to be Filed as Exhibits
The Filing Person files as exhibits to this Amendment No. 1
the following:
Exhibit 1 Allstate's conformed signature page to the Voting
Agreement dated as of September 17, 1996, by and among the Filing Person and
the parties listed on the signature pages thereto*
Exhibit 2 Allstate's conformed signature page to the Series A
Convertible Debentures and Series 1, 2 and 3 Detachable Warrant Purchase
Agreement dated as of September 17, 1996, by and among the Filing Person,
Allstate Insurance Company, an Illinois Insurance Company, and Prac Limited
Partnership, a Nevada limited partnership*
* Filed as an exhibit to SNIG's statement on Schedule 13D on September 26, 1996.
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SIGNATURE
After reasonable 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.
Dated: October 24, 1996
SUPERIOR NATIONAL INSURANCE GROUP,
INC.
/s/ J. Chris Seaman
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Signature
J. Chris Seaman
Executive Vice President
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EXHIBIT INDEX
Exhibit 1 Allstate's conformed signature page to the Voting
Agreement dated as of September 17, 1996, by and
among the Filing Person and the parties listed on the
signature pages thereto*
Exhibit 2 Allstate's conformed signature page to the Series A
Convertible Debentures and Series 1, 2 and 3
Detachable Warrant Purchase Agreement dated as of
September 17, 1996, by and among the Filing Person
Allstate Insurance Company, an Illinois Insurance
Company, and Prac Limited Partnership, a Nevada
limited partnership*
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
SUPERIOR NATIONAL INSURANCE GROUP, INC.
By: /s/ J. Chris Seaman
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Name: J. CHRIS SEAMAN
Title: Executive Vice President
Address for Notice:Superior National Insurance
Group, Inc.
26601 Agoura Road
Calabasas, California 91302
Attention: William L. Gentz
ALLSTATE INSURANCE COMPANY
By: /s/ Doug R. Wendt
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Name: Doug R. Wendt
Title: Vice President
By: /s/ Loren Hall
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Name: Loren Hall
Title: Assistant Vice President
Address for Notice:Allstate Insurance Company
2775 Sanders Road, Suite A3
Northbrook, Illinois 60062-6127
Attention: Caryn E. Hank, Strategic
Development Manager
with a copy to
Allstate Insurance Company
Investment law Department
3075 Sanders Road, Suite G5A
Northbrook, Illinois 60062-7127
Attention: Elizabeth J. Lapham, Esq.
DITO-DEVCAR CORPORATION, DITO CAREE LIMITED PARTNERSHIP,
a Nevada corporation a Nevada limited partnership
By: GAMEBUSTERS, INC.
a Nevada corporation
Its:General Partner
By: /s/ David B. Hehn By: /s/ David B. Hehn
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Name: DAVID B. HEHN Name: DAVID B. HEHN
Title: President Title: President
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IT WITNESS WHEREOF, the parties have caused this Agreement and caused
the same to be duly delivered on their behalf as of the day and year first
written above.
SUPERIOR: SUPERIOR NATIONAL INSURANCE GROUP, INC.
By: /s/ J. Chris Seaman
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Name: J. CHRIS SEAMAN
Title: Executive Vice President & CFO
ALLSTATE: ALLSTATE INSURANCE COMPANY
By: /s/ Doug R. Wendt
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Name: Doug R. Wendt
Title: Vice President
By: /s/ Loren Hall
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Name: Loren Hall
Title: Assistant Vice President
PRAC: PRAC LIMITED PARTNERSHIP,
a Nevada limited partnership
By: Somme, Inc., a Nevada corporation
Its:General Partner
By: /s/ David B. Hehn
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Name: DAVID B. HEHN
Title: President
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