<PAGE> 1
OMB APPROVAL
OMB NUMBER 3235-0145
Expires:December 31, 1997
Estimated average burden
hours per response 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Pac Rim Holding Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
693-71P-10-0
----------------------------------------------
(CUSIP Number)
J. Chris Seaman, Superior National Insurance Group, Inc.,
26601 Agoura Rd., Calabasas, CA 91302 (818) 880-1600
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 16, 1997
-------------------------------------------------------
(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 [ ].
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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 693-71P-10-0 Page 2
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Superior National Insurance Group, Inc.
95-3994873
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
40,100
------------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0
BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 40,100
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------------------------
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,100
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
*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.
<PAGE> 3
The statement on Schedule 13D, filed September 26, 1996 (the "Initial Filing")
with the Securities and Exchange Commission (the "Commission"), as amended by
Amendment No. 1 to Schedule 13D, filed with the Commission October 24, 1996
("Amendment No. 1"), 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 and restated by the undersigned (this "Amendment No.
2") as follows.
Item 1. Security and Issuer
This Amendment No. 2 relates to the Common Stock, $0.01 par value per
share, CUSIP Number 693-71P-10-0 (the "Issuer Common Stock"), of Pac Rim Holding
Corporation, a Delaware corporation (the "Issuer"), which has its principal
executive offices at 6200 Canoga Avenue, Woodland Hills, California 91367.
Item 2. Identity and Background
This Statement is filed by Superior National Insurance Group, Inc., a
California corporation ("SNIG"), with its principal office at 26601 Agoura Road,
Calabasas, California 91302. Through its wholly-owned subsidiary, Superior
National Insurance Company, Inc., SNIG is in the business of underwriting
worker's compensation insurance in California and Arizona.
During the last five years, SNIG has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, SNIG was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
CERTAIN BACKGROUND: In connection with the Agreement and Plan of
Merger ("Merger Agreement") dated as of September 17, 1996 by and among SNIG,
the Issuer and SNTL Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of SNIG ("SNTL"), pursuant to which SNIG agreed to
acquire the Issuer (the "Acquisition"), SNIG entered into the Voting Agreement
("Voting Agreement") dated as of September 17, 1996 by and among SNIG and Prac
Limited Partnership, a Nevada limited partnership ("Prac"), Dito Caree Limited
Partnership, a Nevada limited partnership, Dito-Devcar Corporation, a Nevada
corporation, Allstate Insurance Company, an Illinois insurance company
("Allstate"), and Richard H. Pickup, in his capacity as trustee of each of the
Pickup
3
<PAGE> 4
Family Trust, TMP Charitable Unitrust, and DRP Charitable Unitrust (together,
excluding SNIG, the "Principal Shareholders"). Under the Voting Agreement, the
Principal Shareholders agreed to vote their shares of Issuer Common Stock and
rights to acquire Issuer Common Stock (hereinafter referred to as "Common Stock
Equivalents") upon conversion of the Issuer's Series A Convertible Debentures
(the "Debentures") in favor of the Acquisition.
In connection with renegotiations concerning the terms of the Merger Agreement,
SNIG and each of the Principal Shareholders entered into, effective as of
February 16, 1997, the Termination Agreement (the "Termination Agreement"),
pursuant to which the Voting Agreement was terminated. As a result of such
termination, the circumstances under which SNIG might be deemed a beneficial
owner of more than five percent of the Issuer's Common Stock ceased to exist as
of February 16, 1997, and as a consequence, SNIG has filed this Amendment No. 2
to report such termination.
The Merger Agreement is described herein for background purposes only, as it
confers no ownership or voting rights on SNIG or SNTL.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable.
Item 5. Interest in the Securities of the Issuer
A. SNIG, through a wholly-owned subsidiary, owns beneficially
40,100 shares of the Issuer's Common Stock. The shares beneficially owned by
SNIG constitute less than one percent of the aggregate, outstanding shares of
Issuer Common Stock and Common Stock Equivalents. Based upon representations
of the Issuer in the Merger Agreement, SNIG has assumed that the aggregate
number of shares of Issuer Common Stock and Common Stock Equivalents
outstanding as of December 31, 1996 is 16,800,727 shares, 9,528,000 shares of
which are Issuer Common Stock and 7,272,727 shares of which are Common Stock
Equivalents. The holders of the Common Stock Equivalents are entitled to vote
as holders of the shares of Issuer Common Stock into which the principal amount
of the Debentures held by them are convertible on matters concerning a change
in control of the Issuer.
4
<PAGE> 5
B. SNIG has the sole power to vote or to direct the voting, and
to dispose or to direct the disposition of, the shares of Issuer Common Stock
beneficially owned by it as described in this Item 5.
C. Within the past sixty days, SNIG terminated the Voting
Agreement, as described in this Amendment No. 2.
D. No person other than SNIG, through its wholly-owned
subsidiary, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities described in
this Item 5.
E. The circumstances under which SNIG might be deemed a
beneficial owner of more than five percent of the Issuer's Common Stock ceased
to exist as of February 16, 1997, upon the termination of the Voting Agreement
as described in this Amendment No. 2.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
A. Termination Agreement entered into and effective as of
February 16, 1997, by and among SNIG and the Principal
Shareholders, filed herewith as Exhibit 1
Pursuant to the Termination Agreement, the Voting Agreement, under
which the Principal Shareholders agreed to vote their shares of Issuer Common
Stock and Common Stock Equivalents in favor of the Acquisition, and against any
alternative proposal for a merger, recapitalization, sale of any substantial
portion of the assets of the Issuer, or other business combination involving the
Issuer, was terminated effective as of February 16, 1997.
B. Agreement and Plan of Merger, dated as of September 17, 1996,
by and among SNIG, the Issuer and SNTL, filed herewith as
Exhibit 2*
No material change has occurred in the facts set forth in this
paragraph of this item of the Initial Filing, as amended by Amendment No. 1.
C. Series A Convertible Debentures and Series 1, 2 and 3
Detachable Warrant Purchase Agreement dated as of September 17,
1996, by and among SNIG, Allstate and Prac, filed herewith as
Exhibit 3*
5
<PAGE> 6
No material change has occurred in the facts set forth in this
paragraph of this item of the Initial Filing, as amended by Amendment No. 1.
Item 7. Material to be Filed as Exhibits
SNIG files as exhibits the following:
Exhibit 1 Termination Agreement entered into and effective as of
February 16, 1997, by and among SNIG and the Principal Shareholders.
Exhibit 2 Agreement and Plan of Merger, dated as of September 17,
1996, among SNIG, the Issuer and SNTL.*
Exhibit 3 Series A Convertible Debentures and Series 1, 2 and 3
Detachable Warrant Purchase Agreement dated as of September 17, 1996, by and
among SNIG, Allstate and Prac.*
* Filed with the Commission as an exhibit to SNIG's statement on
Schedule 13D on September 26, 1996, as amended by Amendment No. 1 to Schedule
13D, filed with the Commission on October 24, 1996.
6
<PAGE> 7
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: February 25, 1997
SUPERIOR NATIONAL INSURANCE GROUP, INC.
/s/ J. Chris Seaman
-----------------------------
J. Chris Seaman,
Executive Vice President
and Chief Financial Officer
7
<PAGE> 8
EXHIBIT INDEX
Exhibit 1 Termination Agreement entered into and effective as of
February 16, 1997, by and among SNIG and the Principal
Shareholders
Exhibit 2 Agreement and Plan of Merger, dated as of September 17, 1996,
among SNIG, the Issuer and SNTL*
Exhibit 3 Series A Convertible Debentures and Series 1, 2 and 3
Detachable Warrant Purchase Agreement dated as of September
17, 1996, by and among SNIG, Allstate and Prac*
* Filed with the Commission as an exhibit to SNIG's statement on
Schedule 13D on September 26, 1996, as amended by Amendment No. 1 to Schedule
13D, filed with the Commission on October 24, 1996.
8
<PAGE> 1
EXHIBIT 1
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this "Termination Agreement") is entered
into and effective as of February 16, 1997 (the "Effective Date") by and among
Superior National Insurance Group, Inc., a California corporation ("Superior"),
and the holders listed on the signature pages hereof (collectively, the
"Security Holders") of (1) shares of common stock, par value $.01 per share, and
(2) Series A Convertible Debentures of Pac Rim Holding Corporation, a Delaware
corporation.
WHEREAS, Superior and the Security Holders entered into that certain
Voting Agreement dated as of September 17, 1996 (the "Agreement").
WHEREAS, In accordance with the terms and conditions of this
Termination Agreement, Superior and the Security Holders desire to Terminate the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Termination Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Termination of Agreement. Superior and the Security Holders
each acknowledge and agree that the Agreement is rescinded, terminated and of no
further force and effect as of 11:59 p.m. February 16, 1997.
2. Governing Law. This Termination Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware.
3. Counterparts. This Termination Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
4. Entire Agreement. This Termination Agreement supersedes any
prior oral or written understanding or agreement with respect to the termination
of the Agreement. Each party acknowledges that except as expressly provided
herein, the parties hereto make no other representations or warranties with
respect to this Termination Agreement and the transaction contemplated
hereunder.
<PAGE> 2
IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be duly executed as of the day and year first above written.
SUPERIOR NATIONAL INSURANCE GROUP, INC.
By: /S/ J. Chris Seaman
---------------------------------------
Name: J. Chris Seaman
Title: Executive Vice President and
Chief Financial Officer
Address for Notice: Superior National
Insurance Group, Inc.
26601 Agoura Road
Calabasas, California 91302
Attention: William L. Gentz
ALLSTATE INSURANCE COMPANY
By: /S/ J. Loren Hall
---------------------------------------
Name: J. Loren Hall
Title: Authorized Signatory
By: /S/ Michael P. Curran
---------------------------------------
Name: Michael P. Curran
Title: Authorized Signatory
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
---------------------------- ----------------------------
Name: DAVID B. HEHN Name: DAVID B. HEHN
Title: President Title: President
-2-
<PAGE> 3
PRAC LIMITED PARTNERSHIP,
a Nevada limited partnership
By: Somme, Inc.
a Nevada corporation
Its: General Partner
By:/S/ David B. Hehn
----------------------------
Name: DAVID B. HEHN
Title: President
/S/ Richard H. Pickup
-------------------------------------
RICHARD H. PICKUP, in his capacity as
Trustee of: Pickup Family Trust,
TMP Charitable Unitrust, and
DRP Charitable Unitrust
Address for Notices for: Dito-Devcar Corporation,
Dito Caree Limited Partnership
Prac Limited Partnership
3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109
Address for Notices for: Pickup Family Trust
TMP Charitable Unitrust
DRP Charitable Unitrust
c/o Wedbush Morgan Securities
610 Newport Center Drive, Suite 1300
Newport Beach, California 92660
Attention: Mr. Richard H. Pickup
-3-
