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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) November 17, 1998 (November 16, 1998)
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Superior National Insurance Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25984 95-4610936
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
26601 Agoura Road, Calabasas, California 91302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 880-1600
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(Former name or former address, if changed since last report.)
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ITEM 5.
Attached hereto as Exhibit 99.1 is the press release issued by
Superior National Insurance Group, Inc. dated November 16, 1998 which is hereby
incorporated by reference herein.
Attached hereto as Exhibit 99.2 is the form of Notice of
Guaranteed Delivery referenced in the press release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
99.1 Press release dated November 16, 1998.
99.2 Form of Notice of Guaranteed Delivery.
2
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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: November 17, 1998
SUPERIOR NATIONAL INSURANCE GROUP, INC.
By: /s/ J. CHRIS SEAMAN
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J. Chris Seaman
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release dated November 16, 1998.
99.2 Form of Notice of Guaranteed Delivery.
</TABLE>
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EXHIBIT 99.1
PRESS RELEASE November 16, 1998
SUPERIOR NATIONAL INSURANCE GROUP, INC. ANNOUNCES
RIGHTS OFFERING TO EXPIRE ON NOVEMBER 20;
NOTICE OF GUARANTEED DELIVERY FORM NOW AVAILABLE
Superior National Insurance Group, Inc. (Nasdaq: SNTL) confirmed today
that its Rights Offering, whereby holders of rights can purchase common stock of
the Company for $16.75 per share, will expire as scheduled at 5:00 p.m. (New
York City Time) on November 20, 1998. Payment is due to the Company's
subscription agent, Wilmington Trust Company, in immediately available funds
prior to that time.
For brokers and their clients who do not hold Subscription Certificates
but wish to exercise rights, the Company is making available a Notice of
Guaranteed Delivery form. The form is available from Wilmington Trust Company,
the Company, or Corporate Investor Communications, Inc., the information agent
for the Rights Offering, telephone number (888) 296-3413.
Contact at Superior National Insurance Group, Inc., J. Chris Seaman,
(818) 878-2240. Questions regarding the Rights Offering should be addressed to
Corporate Investor Communications, Inc., at (888) 296-3413.
Superior National Insurance Group is the parent company of Superior
National Insurance Company and Superior Pacific Casualty Company, specialty
workers compensation insurers operating in California through branch offices
located in Sacramento, Pleasanton, Fresno, Calabasas, Woodland Hills, Irvine,
San Diego, and in Phoenix, Arizona. On May 5, 1998, SNTL announced it had agreed
to acquire Business Insurance Group, Inc.
This announcement does not constitute an offer of any securities. Any
offering of securities will be made only by means of a prospectus. This release
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Act of 1934. Actual
results could differ materially from those projected in forward-looking
statements as a result of the variability of business conditions and the
inherent difficulty of accurately forecasting revenues and expenses.
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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION CERTIFICATE
ISSUED BY
SUPERIOR NATIONAL INSURANCE GROUP, INC.
This form, or one substantially similar hereto, must be used to exercise
Rights distributed pursuant to the Rights Offering described in the Prospectus
dated November 4, 1998 (the "Prospectus") of Superior National Insurance Group,
Inc. (the "Company"), if a holder of the Rights cannot deliver the Subscription
Certificate(s) evidencing such Rights to the Subscription Agent at or prior to
5:00 p.m. New York City time on November 20, 1998 (the "Expiration Date"). Such
form must be delivered by hand or sent by facsimile transmission or mail to the
Subscription Agent, and must be received by the Subscription Agent at or prior
to 5:00 p.m. New York City time on the Expiration Date. Regardless of the manner
of delivery of the Subscription Certificate, payment of the Subscription Price
of $16.75 per share for each share of Common Stock subscribed for upon exercise
of the Rights must be received by the Subscription Agent in the manner specified
in the Prospectus and in Immediately Available Funds at or prior to 5:00 p.m.
New York City time on the Expiration Date. All undefined capitalized terms used
herein have the definition ascribed to them in the Prospectus.
The Subscription Agent is:
Wilmington Trust Company
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<S> <C> <C>
By Mail/Overnight Courier: Facsimile Transmission By Hand:
Wilmington Trust Company (eligible institutions only): Wilmington Trust Company
Rodney Square North (302) 651-1079 1105 N. Market Street, 1st Floor
1100 N. Market Street Wilmington, Delaware 19890
Wilmington, Delaware 19890-0001 To confirm receipt of facsimile only: Attn: Kristin Long
Attn: Kristin Long (302) 651-1562 Corporate Trust Operations
Corporate Trust Operations
By Wire:
Wilmington Trust Company
ABA No. 031100092
Account No. 46675-0
Account Name: Superior National
Rights Offering
Attn: Charisse L. Rodgers
(302) 651-8951
</TABLE>
DELIVERY OF THIS FORM TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of
Subscription Certificate(s) representing ____________ Rights and that such
Subscription Certificate(s) cannot be delivered to the Subscription Agent at or
before 5:00 p.m., New York City time on the Expiration Date. Upon the terms and
subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the undersigned hereby elects to exercise ____________
Rights represented by such Subscription Certificate(s). The undersigned agrees
that it will deliver a properly completed Subscription Certificate(s) in respect
of the Rights being exercised, with any signatures guaranteed as required, to
the Subscription Agent within three Nasdaq National Market trading days
following the date of delivery of this Notice of Guaranteed Delivery. The
undersigned understands that payment of the Subscription Price of $16.75 per
share for each share of the Common Stock subscribed for must be received in
immediately available funds by the Subscription Agent at or before 5:00 p.m. New
York City time on the Expiration Date. The undersigned represents that such
payment, in the aggregate amount of $____________, either (check appropriate
box):
[ ] is being delivered to the Subscription Agent herewith
or
[ ] has been delivered separately to the Subscription Agent;
and is being delivered or was delivered in the manner set forth below (check
appropriate box and complete information relating thereto);
[ ] wire transfer of funds
--name of transferor institution ___________________________________
--date of transfer _________________________________________________
--confirmation number (if available) _______________________________
[ ] certified check
[ ] bank draft (cashier's check)
--name of maker ____________________________________________________
--date of check or draft ___________________________________________
--bank on which check is drawn _____________________________________
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Signature(s) ___________________________________________________________________
Name(s) ________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
________________________________________________________________________________
Address(es) ____________________________________________________________________
(Zip Code)
Area Code and Tel. No(s). ______________________________________________________
Subscription Certificate No.(s) (if available) _________________________________
________________________________________________________________________________
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION CERTIFICATE SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange, member of the National Association of Securities Dealers, Inc.,
commercial bank or trust company having an office or correspondent in the United
States, or other eligible guarantor institution which is a member of or a
participant in a signature guarantee program acceptable to the Subscription
Agent, guarantees that the undersigned will deliver to the Subscription Agent
the Subscription Certificate(s) representing the Rights being exercised hereby,
with any required signature guarantees and any other required documents, all
within three Nasdaq National Market trading days after the date hereof.
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Address)
________________________________________________________________________________
(Area Code and Telephone Number)
Dated: ___________________________________________________________________, 1998
________________________________________________________________________________
(Name of Firm)
________________________________________________________________________________
(Authorized Signature)
The institution which completes this form must communicate the guarantee
to the Subscription Agent and must deliver the Subscription Certificate(s) to
the Subscription Agent within the time period shown herein. Failure to do so
could result in a financial loss to such institution.
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NOTICE OF GUARANTEED DELIVERY
INSTRUCTIONS
If a Holder wishes to exercise Rights, but time will not permit the Holder to
cause the Subscription Certificate(s) evidencing those Rights to reach the
Subscription Agent prior to the Expiration Time, the Rights may nevertheless be
exercised if all of the following conditions (the "Guaranteed Delivery
Procedures") are met:
(i) the Holder has caused payment in full of the Subscription Price for
each Share being subscribed for to be received (in immediately available funds)
by the Subscription Agent at or prior to the Expiration Time;
(ii) the Subscription Agent receives, at or prior to the Expiration
Time, a guarantee notice (a "Notice of Guaranteed Delivery") substantially in
the form provided herewith, from a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. ("NASD"), or from a commercial bank or trust company having an
office or correspondent in the United States (each, an "Eligible Institution"),
stating the name of the exercising Holder, the number of Rights represented by
the Subscription Certificate(s) held by the exercising Holder, the number of
Shares being subscribed for and guaranteeing the delivery to the Subscription
Agent of the Subscription Certificate(s) evidencing those Rights within three
Nasdaq National Market trading days following the date of the Notice of
Guaranteed Delivery; and
(iii) the properly completed Subscription Certificates(s), with any
signatures guaranteed as required, is received by the Subscription Agent within
three Nasdaq National Market trading days following the date of delivery of the
Notice of Guaranteed Delivery relating thereto. See the Subscription Certificate
and the Prospectus for an explanation of when signature guarantees are required.
The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in
the same manner as Subscription Certificates at the address set forth on the
face of the form, or may be delivered by telegram or facsimile transmission
(telecopier no. (302) 651-1079). To confirm facsimile deliveries, please call
(302) 651-1562. Additional copies of the form of Notice of Guaranteed Delivery
are available upon request from Corporate Investor Communications, Inc.
(Telephone: (888) 296-3413) or Wilmington Trust Company, whose address and
telephone numbers are set forth below.
To Deliver the Notice:
By Hand: Wilmington Trust Company
1105 N. Market Street, 1st Floor
Wilmington, Delaware 19890
Attention: Kristin Long
Corporate Trust Operations
By Mail/Overnight Delivery Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, Delaware 19890-0001
Attention: Kristin Long
Corporate Trust Operations
By Wire: Wilmington Trust Company
ABA No. 031100092
Account No. 46675-0
Account Name: Superior National Rights Offering
Attn: Charisse L. Rodgers
(302) 651-8951
By Facsimile (Foreign/APO/FPO/ use only): (302) 651-1079
Confirm Facsimile by Telephone Only: (302) 651-1562
