<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 20, 1996
-----------------------------
PAC RIM HOLDING CORPORATION
- ------------------------------------------------------------------------------
DELAWARE 0-18779 95-4105740
- ------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6200 Canoga Avenue, Woodland Hills, California 91367-2402
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 226-6200
---------------------------
- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
Mr. Robert M. Anderson, Chairman of the Board of Directors of Registrant, a
director of Registrant, and a director of Registrant's wholly-owned subsidiary,
The Pacific Rim Assurance Company, tendered his resignation as Chairman of the
Registrant and its subsidiary, The Pacific Rim Assurance Company, on May 20,
1996, which resignation was accepted by the Boards of Directors of Registrant
and its subsidiary on May 20, 1996. Mr. Timothy R. Busch, an existing member of
the Board of Directors of Registrant (and a Director of The Pacific Rim
Assurance Company) was elected as "Interim Chairman" of the Board of Directors
of Registrant effective May 20, 1996. The vacancy created by Mr. Anderson's
resignation upon the Boards of Directors of Registrant and its subsidiary, The
Pacific Rim Assurance Company, is anticipated to be filled in connection with
the Registrant's annual meeting of stockholders, to be held on July 10, 1996.
Mr. Anderson advised Registrant that the reason for his resignation was a
requirement to devote his full time and attention to his other business
endeavors. Mr. Anderson has neither expressed nor stated any form of
disagreement with Registrant relating to its operations, policies, or practices
as the reason for his resignation in writing or otherwise, and Registrant has no
reason to believe any form of disagreement exists.
The Registrant has provided notification of this event by means of a press
release, a copy of which is attached hereto as Exhibit 5.1.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
5.1 Press Release dated May 23, 1996
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PAC RIM HOLDING CORPORATION, a
Delaware Corporation
Dated May 23, 1996 By: /s/ Paul W. Craig
----------------------------------------
Paul W. Craig,
Executive Vice President
Chief Financial Officer
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED
NUMBER PAGE
<C> <S> <C>
5.1 Press Release dated
May 23, 1996
</TABLE>
5
<PAGE>
[LETTERHEAD OF PAC RIM HOLDING CORPORATION]
EXHIBIT 5.1
FOR IMMEDIATE RELEASE:
CONTACT: STANLEY BRAUN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(818) 593-8258
JAMES K. WHITE
KEHOE, WHITE, SAVAGE & CO.
(310) 437-0655
PAC RIM ANNOUNCES CHANGE ON BOARD OF DIRECTORS
----------------------------------------------
WOODLAND HILLS, CALIFORNIA, MAY 23, 1996 -- Pac Rim Holding Corporation
(NASDAQ: PRIM), today announced that Mr. Robert M. Anderson had tendered his
resignation as Chairman of Pac Rim Holding and its wholly-owned subsidiary, The
Pacific Rim Assurance Company, effective May 20, 1996. Mr. Timothy R. Busch, an
existing member of the Board of Directors of Pac Rim Holding and The Pacific Rim
Assurance Company, was elected as "Interim Chairman" of the Board of Directors
of Pac Rim Holding, effective May 20, 1996. The vacancy created by Mr.
Anderson's resignation is anticipated to be filled at the Company's annual
meeting of stockholders, to be held on July 10, 1996.
Mr. Anderson, who has served as a member of the Company's Board of
Directors since 1994, stated that the reason for his resignation was directly
related to a requirement to devote full time and attention to his other business
endeavors.
<PAGE>
[LETTERHEAD OF PAC RIM HOLDING CORPORATION]
Pac Rim Holding, through its wholly-owned subsidiary, The Pacific Rim
Assurance Company, is engaged in the writing of workers' compensation insurance
in California, Arizona, Texas and Georgia. Through a multi-state workers'
compensation insurance managed care program with MetraComp, Inc.; a subsidiary-
of the MetraHealth Companies, Inc., it provides a full range of managed care
services to Pacific Rim's workers' compensation insurance employer policyholders
in California, as well as other states.
###
- 2 -
