-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TXlFNjlPBYdIyvKoY1bzNC9pbHsWClbRBw5JinMgdY7ct5toOtWIPKbufmvhdMqC S2MvGGeuXKMrxkLNTCQGnw== /in/edgar/work/20000630/0000950144-00-008471/0000950144-00-008471.txt : 20000920 0000950144-00-008471.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008471 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20000630 GROUP MEMBERS: GRIFFIN ACQUISITION CORP GROUP MEMBERS: GRYPHUS COMPANY I GROUP MEMBERS: GRYPHUS COMPANY II GROUP MEMBERS: RISCORP INC GROUP MEMBERS: THE RISCORP GROUP HOLDING CO, LTD. PARTNERSHIP GROUP MEMBERS: WILLIAM D. GRIFFIN GROUP MEMBERS: WILLIAM D. GRIFFIN FAMILY LTD. PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RISCORP INC CENTRAL INDEX KEY: 0001003957 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 650335150 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-47357 FILM NUMBER: 666790 BUSINESS ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236 BUSINESS PHONE: 9413665015 MAIL ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RISCORP INC CENTRAL INDEX KEY: 0001003957 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 650335150 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236 BUSINESS PHONE: 9413665015 MAIL ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236 SC 13E3/A 1 sc13e3a.txt RISCORP, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 6 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934) RISCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) RISCORP, INC. GRYPHUS COMPANY I GRYPHUS COMPANY II THE RISCORP GROUP HOLDING COMPANY, LIMITED PARTNERSHIP WILLIAM D. GRIFFIN FAMILY LIMITED PARTNERSHIP GRIFFIN ACQUISITION CORP. WILLIAM D. GRIFFIN - -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 767597107 (CUSIP Number of Class of Securities) WALTER E. RIEHEMANN GRYPHUS COMPANY I WILLIAM D. GRIFFIN RISCORP, INC. GRYPHUS COMPANY II GRIFFIN ACQUISITION CORP. 2 NORTH TAMIAMI TRAIL, SUITE 608 THE RISCORP GROUP HOLDING COMPANY, P.O. BOX 728 SARASOTA, FLORIDA 34236-5642 LIMITED PARTNERSHIP SARASOTA, FLORIDA 34236 (941) 366-5015 WILLIAM D. GRIFFIN FAMILY LIMITED (941) 316-6800 PARTNERSHIP BANK OF AMERICA CENTER, SUITE 850 101 CONVENTION CENTER DRIVE LAS VEGAS, NEVADA 89109 (702) 598-3738
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO: J. VAUGHAN CURTIS, ESQ. EDWARD J. HAWIE ESQ. ALSTON & BIRD LLP KING & SPALDING ONE ATLANTIC CENTER 191 PEACHTREE STREET 1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 ATLANTA, GEORGIA 30309-3424 (404) 572-4600 (404) 881-7000
This statement is filed in connection with (check the appropriate box): a. [X] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [ ] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies. [ ] CALCULATION OF FILING FEE
====================================================================================================================== TRANSACTION VALUATION* AMOUNT OF FILING FEE - ---------------------------------------------------------------------------------------------------------------------- $40,637,212.35 $8,127.45 ======================================================================================================================
2 [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount previously paid: $8,127.45 Filing party: RISCORP, Inc. Form or Registration no.: Schedule 14A Preliminary Proxy Statement Date filed: December 23, 1999
* For purposes of calculation of the filing fee only. This calculation assumes the purchase of 14,258,671 shares of Class A Common Stock of RISCORP, Inc. at $2.85 per share in cash. The amount of the filing fee, calculated in accordance with Rule 0-11(c)(1) promulgated under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the value of the maximum number of shares proposed to be purchased as described in the Proxy Statement. SCHEDULE 13E-3 This Amendment No. 6 to Rule 13e-3 Transaction Statement on Schedule 13E-3 as so amended (this "Transaction Statement") filed pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, relates to a Plan and Agreement of Merger (the "Merger Agreement"), dated as of November 3, 1999 and as amended by that certain First Amendment to Plan and Agreement of Merger dated April 20, 2000, that certain Second Amendment to Plan and Agreement of Merger dated May 10, 2000 and that certain Third Amendment to Plan and Agreement of Merger dated June 28, 2000 (the "Amendments" and the Merger Agreement as amended by the Amendments the "Amended Merger Agreement"), by and among Griffin Acquisition Corp., a Florida corporation ("Acquisition Corp."), William D. Griffin, an individual resident of the State of Florida ("Mr. Griffin"), and RISCORP, Inc., a Florida corporation (the "Company"). Pursuant to the Amended Merger Agreement, among other things, (a) Acquisition Corp. will be merged with and into the Company (the "Merger" or the "Transaction"), with the Company being the surviving corporation, (b) each outstanding share of Class A Common Stock of the Company will be converted into the right to receive $3.075 in cash, without interest and less any required withholding taxes, (c) each outstanding share of Class B Common Stock of the Company will remain outstanding, and (d) each outstanding share of Acquisition Corp. Common Stock shall be converted into a share of Class B Common Stock. The Merger Agreement, as amended, and the Merger have already been approved by the board of directors of each of the corporations that are parties to the Merger Agreement and are subject to the approval of the shareholders of the Company at a Special Meeting of Shareholders that has been adjourned until 11:00 a.m. on July 20, 2000. This Amendment is being filed to reflect the filing of a Supplement to the Proxy Statement dated June 30, 2000. The terms and conditions of the Merger Agreement are described in the proxy statement (the "Proxy Statement") filed as Exhibit (d)(1) the Supplement to Proxy Statement dated June 9, 2000 (the "First Supplement") filed as Exhibit (d)(6) and the Supplement to the Proxy Statement dated June 30, 2000 (the "Second Supplement") filed herewith as Exhibit (d)(7). Copies of the Merger Agreement, the First Amendment to Plan and Agreement of Merger and Second Amendment to Plan and Agreement of Merger are annexed to the Proxy Statement as Appendices A, B and C, respectively, thereto and are incorporated by reference in Item 17(c) to this Transaction Statement. A copy of the Third Amendment to Plan and Agreement of Merger is annexed to the Supplement to the Proxy Statement dated June 30, 2000 as Appendix A thereto and is incorporated by reference in Item 17(c) to this Transaction Statement. RISCORP has entered into voting agreements with certain holders of Class A Common Stock, copies of which are attached as exhibits hereto and incorporated by reference in Item 17(c) to this Transaction Statement. The responses and cross-references presented in the following table are supplied pursuant to General Instruction F to Schedule 13E-3 and show the locations in the Proxy Statement, the Supplement to the Proxy Statement dated June 9, 2000 and the Supplement to the Proxy Statement dated June 30, 2000 (including all appendices thereto) of the information required to be included in response to the items of this Transaction Statement. The information in the Proxy Statement and both of the supplements, including all exhibits thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statements, each supplement thereto and the exhibits thereto. 3 CROSS REFERENCE SHEET
SCHEDULE 13E-3 ITEM: LOCATION IN THE PROXY STATEMENT: Item 1(a) "INTRODUCTION -- General" and "THE PARTIES -- RISCORP" Item 1(b) "SUMMARY -- Voting," "THE MEETING -- Record Date; Shares Outstanding and Entitled to Vote" and "MARKET FOR RISCORP'S CLASS A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" Item 1(c) and (d) "MARKET FOR RISCORP'S CLASS A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" Item 1(e) ** Item 1(f) ** Item 2(a)--(d) and (g) "INTRODUCTION -- General," "SUMMARY -- The Parties," "THE PARTIES - RISCORP" and "THE PARTIES -- William D. Griffin and Acquisition Corp." Item 2(e)--(f) "THE PARTIES -- RISCORP," "THE PARTIES -- William D. Griffin and Acquisition Corp." and "THE PARTIES -- History of RISCORP and Reasons for the Merger" Item 3(a)(1) "THE PARTIES -- Certain Transactions" Item 3(a)(2) "INTRODUCTION -- Matters to be Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY - Conflicts of Interest," "SUMMARY -- Certain Effects of the Merger," "THE MEETING - Matters to be Considered," "THE MEETING -- Required Vote; Voting Agreement," "THE PARTIES - History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS - Recommendation of the Board of Directors," "SPECIAL FACTORS - Consequences to Shareholders if the Merger is Not Approved," "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" and SECOND SUPPLEMENT -- "Negotiations Regarding the Third Amendment to the Merger Agreement" Item 3(b) "THE PARTIES - History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS - Recommendation of the Board of Directors," "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger" and SECOND SUPPLEMENT -- "Negotiations Regarding the Third Amendment to the Merger Agreement"
4 Item 4(a) "INTRODUCTION -- Matters to be Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Certain Effects of the Merger," "SUMMARY - Conditions to the Merger," "SUMMARY -- Termination of the Merger Agreement," "SPECIAL FACTORS -- Certain Effects of the Merger," "THE MERGER," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger," SECOND SUPPLEMENT -- "Adjournment of Special Meeting," -- "Increase in Merger Consideration and Amendment to Merger Agreement," -- Appendix A -- "Third Amendment to Plan and Agreement of Merger" Item 4(b) ** Item 5(a)--(g) "SUMMARY -- Certain Effects of the Merger," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Operations of RISCORP Following the Merger," "THE MERGER -- Terms of the Merger," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" and SECOND SUPPLEMENT -- Appendix A -- "Third Amendment to Plan and Agreement of Merger" Item 6(a) "INTRODUCTION -- Matters to be Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Financing of the Merger," "SPECIAL FACTORS - Certain Effects of the Merger," "SPECIAL FACTORS -- Financing and Expenses of the Merger," "THE MERGER - Terms of the Merger," "THE MERGER -- Merger Consideration," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" and SECOND SUPPLEMENT -- Appendix A "Third Amendment to Plan and Agreement of Merger" Item 6(b) "SUMMARY -- Financing of the Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS - Financing and Expenses of the Merger" and "THE MERGER --Merger Consideration" Item 6(c) and (d) ** Item 7(a)--(c) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" Item 7(d) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Conflicts of Interest," "Summary -- Certain Effects of the Merger," "SUMMARY -- Federal Income Tax Consequences of the Merger," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS - Recommendation of the Board of Directors," "SPECIAL FACTORS - Certain Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "SPECIAL FACTORS -- Federal Income Tax Consequences," "THE MERGER," "PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" and SECOND SUPPLEMENT -- Appendix A -- "Third Amendment to Plan and Agreement of Merger"
5 Item 8(a) and (b) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY - Recommendation of the Board of Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors," "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" and SECOND SUPPLEMENT -- "Negotiations Regarding the Third Amendment to the Merger Agreement" Item 8(c) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY - Conditions to the Merger," "THE MEETING -- Required Vote; Voting Agreement," "THE MERGER -- Conditions to the Merger," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger," and SECOND SUPPLEMENT -- Appendix A -- "Third Amendment to Plan and Agreement of Merger" Item 8(d) and (e) "SUMMARY - Recommendation of the Board of Directors," "SPECIAL FACTORS Background of the Merger," "SPECIAL FACTORS - Recommendation of the Board of Directors," and SECOND SUPPLEMENT -- "Negotiations Regarding the Third Amendment to the Merger Agreement" Item 8(f) ** Item 9(a) "SUMMARY - Recommendation of the Board of Directors," "SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" Item 9(b) and (c) ** Item 10(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE MEETING -- Required Vote; Voting Agreement" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" Item 10(b) ** Item 11 "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY -- Conflicts of Interest," "THE MEETING -- Required Vote; Voting Agreement," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Consequences to Shareholders if the Merger is Not Approved," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A -- "Plan and Agreement of Merger," APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" and SECOND SUPPLEMENT - "Voting Agreements" Item 12(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE MEETING -- Required Vote; Voting Agreement" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
6 Item 12(b) "SUMMARY -- Recommendation of the Board of Directors,"THE MEETING -- Required Vote; Voting Agreement," "SPECIAL FACTORS -- Recommendation of the Board of Directors," "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership," SECOND SUPPLEMENT -- "Negotiations Regarding the Third Amendment to the Merger Agreement" and -- "Voting Agreements" Item 13(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Dissenters' Rights of Appraisal," "THE MEETING -- Votes Required; Voting Agreement," "THE MERGER -- Dissenters' Rights of Appraisal" and APPENDIX D -- "Florida Statutes Describing Shareholder Appraisal Rights" Item 13(b) and (c) ** Item 14(a) "AVAILABLE INFORMATION," "SELECTED FINANCIAL DATA," "INCORPORATION BY REFERENCE" and APPENDIX E -- "RISCORP, Inc. Annual Report on Form 10K/A for the year ended December 31, 1999, as filed with the Securities and Exchange Commission on April 20, 2000" Item 14(b) "SELECTED FINANCIAL DATA" Item 15(a) "SUMMARY -- Certain Effects of the Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Financing and Expenses of the Merger" and "THE MERGER" Item 15(b) "THE MEETING -- Proxy Solicitation" Item 16 The Proxy Statement, its Appendices, the Supplement to Proxy Statement dated June 9, 2000, the Supplement to Proxy Statement dated June 30, 2000, and its Appendices each in its entirety. Item 17(a) ** Item 17(b) ** Item 17(c)--(d) * Item 17(f) ** - ---------------------
* Information is contained in this Statement ** Not applicable 7 ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION. (a) The issuer of the class of equity securities which is the subject of the Rule 13e-3 transaction is the Company. The address of the Company's principal executive offices is 2 North Tamiami Trail, Suite 608, Sarasota Florida 34234-5642. (b) The information set forth in "SUMMARY -- Voting," "THE MEETING -- Record Date; Shares Outstanding and Entitled to Vote" AND "MARKET FOR RISCORP'S CLASS A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" of the Proxy Statement is incorporated herein by reference. (c) and (d) The information set forth in "MARKET FOR RISCORP'S CLASS A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" of the Proxy Statement is incorporated herein by reference. (e) Not applicable. (f) Not applicable. ITEM 2. IDENTITY AND BACKGROUND. (a)-(d) and (g) This statement is being filed by the Company, the issuer of the class of equity securities which is the subject of the Rule 13e-3 transaction, by Gryphus Company I, Gryphus Company II, The RISCORP Holding Company, Limited Partnership, William D. Griffin Family Limited Partnership, Griffin Acquisition Corp. and William D. Griffin. The information set forth in "INTRODUCTION -- General," SUMMARY -- The Parties," "THE PARTIES -- RISCORP" and "THE PARTIES -- William D. Griffin and Acquisition Corp." of the Proxy Statement is incorporated herein by reference. (e)-(f) The information set forth in "THE PARTIES -- RISCORP," "THE PARTIES -- William D. Griffin and Acquisition Corp." and "THE PARTIES -- History of RISCORP and Reasons for the Merger" of the Proxy Statement is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS. (a)(1) The information set forth in "THE PARTIES -- Certain Transactions" of the Proxy Statement is incorporated herein by reference. (a)(2) The information set forth in "INTRODUCTION -- Matters to be Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY -- Conflicts of Interest," "SUMMARY -- Certain Effects of the Merger," "THE MEETING - --Matters to be Considered," "THE MEETING -- Required Vote; Voting Agreement," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS - Recommendation of the Board of Directors," "SPECIAL FACTORS -- Consequences to the Shareholders if the Merger is Not Approved," "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A - -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in "Negotiations Regarding the Third Amendment to the Merger Agreement" of the Second Supplement is incorporated herein by reference. (b) The information set forth in "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors," "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership," "SPECIAL FACTORS - -- Certain Effects 8 of the Merger" and "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," of the Proxy Statement and in "Negotiations Regarding the Third Amendment to the Merger Agreement" of the Second Supplement is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. (a) The information set forth in "INTRODUCTION -- Matters to be Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY --Certain Effects of the Merger," "SUMMARY -- Conditions to the Merger," "SUMMARY -- Termination of the Merger Agreement," "SPECIAL FACTORS - Certain Effects of the Merger," "THE MERGER," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in "Adjournment of Special Meeting," "Increase in Merger Consideration and Amendment to Merger Agreement," and Appendix A -- "Third Amendment to Plan and Agreement of Merger" of the Second Supplement is incorporated herein by reference. (b) Not applicable. ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)--(g) The information set forth in "SUMMARY -- Certain Effects of the Merger," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Operations of RISCORP Following the Merger," "THE MERGER -- Terms of the Merger," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in Appendix A -- "Third Amendment to Plan and Agreement of Merger" of the Second Supplement is incorporated herein by reference. ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The information set forth in "INTRODUCTION -- Matters to be Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Financing of the Merger," "SPECIAL FACTORS - Certain Effects of the Merger," "SPECIAL FACTORS -- Financing and Expenses of the Merger," "THE MERGER - Terms of the Merger," "THE MERGER -- Merger Consideration," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in Appendix A -- "Third Amendment to Plan and Agreement of Merger" of the Second Supplement is incorporated herein by reference. (b) The information set forth in "SUMMARY -- Financing of the Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Financing and Expenses of the Merger" and "THE MERGER -- Merger Consideration" of the Proxy Statement is incorporated herein by reference. (c) and (d) Not applicable. ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS. (a)--(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" of the Proxy Statement is incorporated herein by reference. (d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Conflicts of Interest," "SUMMARY -- Certain Effects of the Merger," "SUMMARY -- Federal Income Tax Consequences of the Merger," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS - Recommendations of the Board of Directors," "SPECIAL FACTORS -- Certain 9 Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "SPECIAL FACTORS -- Federal Income Tax Consequences," "THE MERGER," "PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING," and APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in Appendix A -- "Third Amendment to Plan and Agreement of Merger" of the Second Supplement is incorporated herein by reference. ITEM 8. FAIRNESS OF THE TRANSACTION. (a) and (b) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" of the Proxy Statement and in "Negotiations Regarding the Third Amendment to the Merger Agreement" of the Second Supplement is incorporated herein by reference. (c) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY -- Conditions to the Merger," "THE MEETING -- Required Vote; Voting Agreement," "THE MERGER -- Conditions to the Merger," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in Appendix A -- "Third Amendment to Plan and Agreement of Merger" of the Second Supplement is incorporated herein by reference. (d) and (e) The information set forth in "SUMMARY -- Recommendation of the Board of Directors," "SPECIAL FACTORS - Background of the Merger," and "SPECIAL FACTORS -- Recommendation of the Board of Directors" of the Proxy Statement and in "Negotiations Regarding the Third Amendment to the Merger Agreement" of the Second Supplement is incorporated herein by reference. (f) Not applicable. ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS. (a) The information set forth in "SUMMARY -- Recommendation of the Board of Directors," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" of the Proxy Statement is incorporated herein by reference. (b) and (c) Not applicable. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. (a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE MEETING -- Required Vote; Voting Agreement," "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein by reference. (b) Not applicable. ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY -- Conflicts of Interest," "THE MEETING -- Required Vote; Voting Agreement," "THE 10 PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS -- Consequences to Shareholders if the Merger is Not Approved," "SPECIAL FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the Proxy Statement and in "Voting Agreements" of the Second Supplement is incorporated herein by reference. ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO THE TRANSACTION. (a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE MEETING -- Required Vote; Voting Agreement" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in "SUMMARY -- Recommendation of the Board of Directors," "THE MEETING -- Required Vote; Voting Agreement," "SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- The Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family Limited Partnership" of the Proxy Statement and in "Negotiations Regarding the Third Amendment to the Merger Agreement" of the Second Supplement is incorporated herein by reference. ITEM 13. OTHER PROVISIONS OF THE TRANSACTION. (a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Dissenters' Rights of Appraisal," "THE MEETING -- Votes Required; Voting Agreement," "THE MERGER --Dissenters' Rights of Appraisal" and APPENDIX D -- "Florida Statutes Describing Shareholder Appraisal Rights" of the Proxy Statement is incorporated herein by reference. (b) and (c) Not applicable. ITEM 14. FINANCIAL INFORMATION. (a) The information set forth in "AVAILABLE INFORMATION," "SELECTED FINANCIAL DATA," "INCORPORATION BY REFERENCE" and APPENDIX E -- "RISCORP, Inc. Annual Report on Form 10K/A for the year ended December 31, 1999, as filed with the Securities and Exchange Commission on April 20, 2000" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in "SELECTED FINANCIAL DATA" of the Proxy Statement is incorporated herein by reference. ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED. (a) The information set forth in "SUMMARY -- Certain Effects of the Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL FACTORS -- Financing and Expenses of the Merger" and "THE MERGER" of the Proxy Statement is incorporated herein by reference. (b) The information set forth in "THE MEETING -- Proxy Solicitation" of the Proxy Statement is incorporated herein by reference. 11 ITEM 16. ADDITIONAL INFORMATION. The information set forth in the Proxy Statement, the Appendices attached thereto, the Supplement to Proxy Statement dated June 9, 2000, the Supplement to Proxy Statement dated June 30, 2000 and its Appendices each incorporated herein by reference each in its entirety. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) Not Applicable. (b) Not Applicable. (c)(1)* Plan and Agreement of Merger, dated as of November 3, 1999 by and among Griffin Acquisition Corp., William D. Griffin and the Company (attached as Appendix A to the Proxy Statement). (c)(2)* First Amendment to Plan and Agreement of Merger, dated April 20, 2000, by and among Griffin Acquisition Corp., William D. Griffin and RISCORP, Inc. (Attached as Appendix B to the Proxy statement.) (c)(3)* Second Amendment to Plan and Agreement of Merger, dated May 10, 2000, by and among Griffin Acquisition Corp., William D. Griffin and RISCORP, Inc. (Attached as Appendix C to the Proxy Statement.) (c)(4)* Voting Agreement, dated as of November 3, 1999, by and among the Company, William D. Griffin, The RISCORP Group Holding Company Limited Partnership, William D. Griffin Family Limited Partnership, Charlotte K. Griffin Trust Number 3, Anna F. Griffin Trust Number 3 and John Ford Griffin Trust Number 3 (attached as Exhibit A to Appendix A to the Proxy Statement). (c)(5) Third Amendment to Plan and Agreement of Merger, dated June 28, 2000 by and among Griffin Acquisition Corp., William D. Griffin and Riscorp, Inc. (attached as Appendix A to the Supplement to Proxy Statement dated June 30, 2000). (c)(6) Voting Agreement dated June 28, 2000 by and among the Company and Seth W. Hamot, Costa Brava Partnership II Limited Partnership, a Massachusetts limited partnership, Roark, Rearden & Hamot, Inc., a Massachusetts corporation, Seth W. Hamot as custodian for Gideon B. Hamot under the Massachusetts Uniform Transfers to Minors Act, Charles H. Parkhurst, Charles H. Parkhurst, as custodian for Catherine Parkhurst under the New York Uniform Transfers to Minors Act, Charles H. Parkhurst as custodian to William Parkhurst under the New York Uniform Transfers to Minors Act and Charles H. Parkhurst as custodian to Charles B. Parkhurst under the New York Uniform Transfers to Minors Act (c)(7) Voting Agreement dated June 28, 2000 by and between the Company and Chap-Cap Partners, L.P. (c)(8) Voting Agreement dated June 28, 2000 by and between the Company and Thomas K. Albrecht (c)(9) Voting Agreement dated June 28, 2000 by and between the Company and Peter D. Norman, Sr. (d)(1)* Definitive Proxy Statement dated May 10, 2000. (d)(2)* Notice of Special Meeting of Shareholders (included in Proxy Statement). (d)(3)* Proxy Card attached to the Proxy Statement. (d)(4)* Press Release issued by the Company on November 4, 1999. (d)(5)* President's Letter to Shareholders (included in Proxy Statement). (d)(6)* Supplement to Proxy Statement dated June 9, 2000. (d)(7)* President's Letter to Shareholders dated June 9, 2000. (d)(8) Supplement to Proxy dated June 30, 2000 (d)(9) President's Letter to Shareholders dated June 30, 2000. (e)* Text of Sections 607.1301, 607.1302 and 607.1320 of the Florida Business Corporation Act (attached as Appendix D to the Proxy Statement). (f) Not Applicable. * Previously filed. 12 SIGNATURE After due 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. RISCORP, INC. By: /s/ Walter E. Riehemann -------------------------------- Walter E. Riehemann President June 30, 2000 13 SIGNATURE After due 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. THE RISCORP GROUP HOLDING COMPANY, LIMITED PARTNERSHIP By: Gryphus Company I By: /s/ William D. Griffin --------------------------------- William D. Griffin President June 30, 2000 14 SIGNATURE After due 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. WILLIAM D. GRIFFIN FAMILY LIMITED PARTNERSHIP By: Gryphus Company II By: /s/ William D. Griffin ---------------------------------- William D. Griffin President June 30, 2000 15 SIGNATURE After due 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. GRIFFIN ACQUISITION CORP. By: /s/ William D. Griffin ------------------------------- William D. Griffin President June 30, 2000 16 SIGNATURE After due 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. WILLIAM D. GRIFFIN /s/ William D. Griffin ------------------------------------ William D. Griffin June 30, 2000 17 SIGNATURE After due 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. GRYPHUS COMPANY I By: /s/ William D. Griffin ----------------------------------- William D. Griffin President June 30, 2000 18 SIGNATURE After due 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. GRYPHUS COMPANY II By: /s/ William D. Griffin ----------------------------------- William D. Griffin President June 30, 2000 EX-99.(C)(6) 2 ex99-c6.txt VOTING AGREEMENT 1 EXHIBIT (C)(6) VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of June 28, 2000, is entered into by and among RISCORP, Inc., a Florida corporation ("RISCORP"), Seth W. Hamot, Costa Brava Partnership II Limited Partnership, a Massachusetts limited partnership, Roark, Rearden & Hamot, Inc., a Massachusetts corporation, Seth W. Hamot as custodian for Gideon B. Hamot under the Massachusetts Uniform Transfers to Minors Act, Charles H. Parkhurst, Charles H. Parkhurst, as custodian for Catherine Parkhurst under the New York Uniform Transfers to Minors Act, Charles H. Parkhurst as custodian to William Parkhurst under the New York Uniform Transfers to Minors Act and Charles H. Parkhurst as custodian to Charles B. Parkhurst under the New York Uniform Transfers to Minors Act (collectively referred to herein as the "Shareholder"). WITNESSETH: WHEREAS, Shareholder owns (both beneficially and of record) in the aggregate 997,200 shares of Class A Common Stock; WHEREAS, RISCORP, William D. Griffin ("Griffin") and Griffin Acquisition Corp. ("Griffin Acquisition") have entered into that certain Plan and Agreement of Merger, dated as of November 3, 1999 (the "Merger Agreement"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain First Amendment to the Merger Agreement, dated April 20, 2000 (the "First Amendment"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain Second Amendment to the Merger Agreement, dated May 10, 2000 (the "Second Amendment"); WHEREAS, concurrent with the execution and delivery of this Agreement, RISCORP, Griffin and Griffin Acquisition are entering into that certain Third Amendment to the Merger Agreement in the form attached hereto as Exhibit A (the "Third Amendment" and the Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the "Final Merger Agreement"); and WHEREAS, Shareholder has agreed to enter into this Agreement in order to induce RISCORP, Griffin and Griffin Acquisition to enter into the Third Amendment and to consummate the transactions contemplated by the Final Merger Agreement. NOW, THEREFORE, in consideration of Griffin's, Griffin Acquisition's and RISCORP's entering into the Third Amendment and of the mutual covenants and agreements contained herein including the recitals set out above and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to RISCORP as follows: 1.1. Title to the Shares. Shareholder is the owner (both beneficially and of record) of the number of shares of Class A Common Stock set forth in the recitals to this Agreement, which as of the date hereof constitutes all of the shares of Class A Common Stock owned beneficially and of record by Shareholder and its affiliates (the "Shareholder Parties") and Shareholder has the exclusive power to vote such shares on all matters submitted to holders of shares of Class A Common Stock. The Shareholder Parties do not have any rights of any nature to acquire any additional shares of Class A Common Stock. The Shareholder Parties own all of such Class A Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (exclusive of any margin borrowing associated with the account in which the shares are held), and, the Shareholder Parties have not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of such shares of Class A Common Stock owned by them. 2 1.2. Authority Relative to this Agreement. Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Shareholder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming the due authorization, execution and delivery by RISCORP, constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 1.3. No Conflict. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by Shareholder, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Shareholder. 2. Covenants of Shareholder. Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to the shares of Class A Common Stock now owned or that may hereafter be acquired by Shareholder. 3. Voting Agreement. Shareholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of RISCORP, however called, and in any action by written consent of the shareholders of RISCORP, Shareholder shall: (a) vote the shares of Class A Common Stock owned by Shareholder in favor of the Final Merger Agreement and any of the transactions contemplated by the Final Merger Agreement; and (b) vote the shares of Class A Common Stock owned by Shareholder against any action or agreement that RISCORP has provided Shareholder with advance written notice is or would be reasonably likely to result in any conditions to RISCORP's obligations under the Final Merger Agreement not being fulfilled; provided, however, that the voting agreement set forth in this Section 3 shall not extend to any further amendment to the Final Merger Agreement that is not approved in writing by Shareholder. Shareholder shall vote on all issues other than those specified in this Section 3 that may come before a meeting of the shareholders of RISCORP in their sole discretion, provided that such vote does not contravene the provisions of this Section 3. 4. Representations and Warranties of RISCORP. RISCORP hereby represents and warrants to Shareholder as follows: 4.1. Authority Relative to this Agreement. RISCORP has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RISCORP and the consummation by RISCORP of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of RISCORP. This Agreement has been duly and validly executed and delivered by RISCORP and, assuming the due authorization, execution and delivery by Shareholder, constitutes a legal, valid and binding obligation of RISCORP, enforceable against RISCORP in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 4.2. No Conflict. The execution and delivery of this Agreement by RISCORP does not, and the performance of this Agreement by RISCORP will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by RISCORP, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to RISCORP. 3 5. Miscellaneous. 5.1 Effectiveness. The representations, warranties, covenants and agreements of Shareholder set forth in this Agreement shall become effective and shall be of full force and effect upon the execution of the Third Amendment by RISCORP, Griffin and Griffin Acquisition and, if RISCORP, Griffin or Griffin Acquisition shall fail to execute the Third Amendment, then the representations, warranties, covenants and agreements of Shareholder set forth herein shall be of no force or effect; provided, further, that all such representations, warranties, covenants and agreements shall expire and terminate upon the earlier of (i) the termination of the Final Merger Agreement in accordance with its terms (without regard to any subsequent amendment) or (ii) August 15, 2000. 5.2. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 5.3. Acknowledgement. RISCORP hereby acknowledges and agrees that the communications that Shareholder has had with certain other holders of Class A Common Stock in connection with the negotiation and execution of this Agreement and the Third Amendment do not constitute and shall not be deemed to be "acting together" within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended or a solicitation of proxies. 5.4. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. 5.5. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among such parties with respect to the subject matter hereof. 5.6. Assignment. This Agreement shall not be assigned by operation of law or otherwise. 5.7. Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.8. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. 5.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. 5.10 Notices. Except as otherwise provided herein, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, facsimile transmission, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the 4 following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.10): if to RISCORP: 2 North Tamiami Trail One Sarasota Tower -- Suite 608 Sarasota, Florida 34236 Attention: Walter E. Riehemann Facsimile: (941) 366-0993 Telephone: (941) 366-5015 with a copy to: Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Attention: J. Vaughan Curtis, Esq. Facsimile: (212) 424-8500 Telephone: (212) 424-8000 if to Shareholder: Roark, Reardon & Hamot, Inc. 121-B Tremont Street Brighton, Massachusetts 02155 Attention: Seth Hamot Facsimile: (617) 787-3800 Telephone: (617) 787-2940 5.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in Florida without regard to any principles of choice of law or conflicts of law of such state. 5.12 Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Final Merger Agreement. 5.13 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 5.14 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above. RISCORP, INC. By: /s/ Walter E. Riehemann ------------------------------------ Walter E. Riehemann President /s/ Seth W. Hamot ------------------------------------ Seth W. Hamot 5 Costa Brava Partnership II Limited Partnership By: Roark, Rearden & Hamot, Inc., its General Partner By: /s/ Seth W. Hamot ------------------------------------ Seth W. Hamot President Roark, Rearden & Hamot, Inc. By: /s/ Seth W. Hamot ------------------------------------ Seth W. Hamot President /s/ Seth W. Hamot -------------------------------------- Seth W. Hamot, as custodian for Gideon B. Hamot under the Massachusetts Uniform Transfers to Minors Act /s/ Charles H. Parkhurst -------------------------------------- Charles H. Parkhurst /s/ Charles H. Parkhurst -------------------------------------- Charles H. Parkhurst, as custodian for Catherine Parkhurst under the New York Uniform Transfers to Minors Act /s/ Charles H. Parkhurst -------------------------------------- Charles H. Parkhurst, as custodian for William Parkhurst under the New York Uniform Transfers to Minors Act /s/ Charles H. Parkhurst -------------------------------------- Charles H. Parkhurst, as custodian for Charles B. Parkhurst under the New York Uniform Transfers to Minors Act EX-99.(C)(7) 3 ex99-c7.txt VOTING AGREEMENT 1 EXHIBIT (c)(7) VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of June 28, 2000, is entered into by and between RISCORP, Inc., a Florida corporation ("RISCORP") and Chap-Cap Partners, L.P., a Delaware limited partnership ("Shareholder"). WITNESSETH: WHEREAS, Shareholder owns (both beneficially and of record) in the aggregate 1,026,500 shares of Series A Common Stock, par value $.01, of RISCORP ("Class A Common Stock"); WHEREAS, RISCORP, William D. Griffin ("Griffin") and Griffin Acquisition Corp. ("Griffin Acquisition") have entered into that certain Plan and Agreement of Merger, dated as of November 3, 1999 (the "Merger Agreement"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain First Amendment to the Merger Agreement, dated April 20, 2000 (the "First Amendment"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain Second Amendment to the Merger Agreement, dated May 10, 2000 (the "Second Amendment"); WHEREAS, concurrent with the execution and delivery of this Agreement, RISCORP, Griffin and Griffin Acquisition are entering into that certain Third Amendment to the Merger Agreement in the form attached hereto as Exhibit A (the "Third Amendment" and the Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the "Final Merger Agreement"); and WHEREAS, Shareholder has agreed to enter into this Agreement in order to induce RISCORP, Griffin and Griffin Acquisition to enter into the Third Amendment and to consummate the transactions contemplated by the Final Merger Agreement. NOW, THEREFORE, in consideration of Griffin's, Griffin Acquisition's and RISCORP's entering into the Third Amendment and of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to RISCORP as follows: 1.1. Title to the Shares. Shareholder is the owner (both beneficially and of record) of the number of shares of Class A Common Stock set forth in the recitals to this Agreement, which as of the date hereof constitutes all of the shares of Class A Common Stock owned beneficially and of record by Shareholder and its affiliates (the "Shareholder Parties") and Shareholder has the exclusive power to vote such shares on all matters submitted to holders of shares of Class A Common Stock. The Shareholder Parties do not have any rights of any nature to acquire any additional shares of Class A Common Stock. The Shareholder Parties own all of such Class A Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (exclusive of any margin borrowing associated with the account in which the shares are held), and, the Shareholder Parties have not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of such shares of Class A Common Stock owned by them. 1.2. Authority Relative to this Agreement. Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Shareholder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming the due authorization, execution and delivery by RISCORP, constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, 2 moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 1.3. No Conflict. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by Shareholder, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Shareholder. 2. Covenants of Shareholder. Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to the shares of Class A Common Stock now owned or that may hereafter be acquired by Shareholder. 3. Voting Agreement. Shareholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of RISCORP, however called, and in any action by written consent of the shareholders of RISCORP, Shareholder shall: (a) vote the shares of Class A Common Stock owned by Shareholder in favor of the Final Merger Agreement and any of the transactions contemplated by the Final Merger Agreement; and (b) vote the shares of Class A Common Stock owned by Shareholder against any action or agreement that RISCORP has provided Shareholder with advance written notice is or would be reasonably likely to result in any conditions to RISCORP's obligations under the Final Merger Agreement not being fulfilled; provided, however, that the voting agreement set forth in this Section 3 shall not extend to any further amendment to the Final Merger Agreement that is not approved in writing by Shareholder. Shareholder shall vote on all issues other than those specified in this Section 3 that may come before a meeting of the shareholders of RISCORP in their sole discretion, provided that such vote does not contravene the provisions of this Section 3. 4. Representations and Warranties of RISCORP. RISCORP hereby represents and warrants to Shareholder as follows: 4.1. Authority Relative to this Agreement. RISCORP has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RISCORP and the consummation by RISCORP of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of RISCORP. This Agreement has been duly and validly executed and delivered by RISCORP and, assuming the due authorization, execution and delivery by Shareholder, constitutes a legal, valid and binding obligation of RISCORP, enforceable against RISCORP in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 4.2. No Conflict. The execution and delivery of this Agreement by RISCORP does not, and the performance of this Agreement by RISCORP will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by RISCORP, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to RISCORP. 5. Miscellaneous. 5.1 Effectiveness. The representations, warranties, covenants and agreements of Shareholder set forth in this Agreement shall become effective and shall be of full force and effect upon the execution of the Third Amendment by RISCORP, Griffin and Griffin Acquisition and, if RISCORP, Griffin or Griffin Acquisition shall fail to execute the Third Amendment, then the representations, warranties, covenants and agreements of Shareholder set forth herein shall be of no force or effect; provided, further, that all such representations, warranties, covenants and agreements shall expire and terminate upon the 3 earlier of (i) the termination of the Final Merger Agreement in accordance with its terms (without regard to any subsequent amendment) or (ii) August 15, 2000. 5.2. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 5.3. Acknowledgement. RISCORP hereby acknowledges and agrees that the communications that Shareholder has had with certain other holders of Class A Common Stock in connection with the negotiation and execution of this Agreement and the Third Amendment do not constitute and shall not be deemed to be "acting together" within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended or a solicitation of proxies. 5.4. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. 5.5. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among such parties with respect to the subject matter hereof. 5.6. Assignment. This Agreement shall not be assigned by operation of law or otherwise. 5.7. Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.8. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. 5.9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. 4 5.10. Notices. Except as otherwise provided herein, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, facsimile transmission, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.10): if to RISCORP: 2 North Tamiami Trail One Sarasota Tower -- Suite 608 Sarasota, Florida 34236 Attention: Walter E. Riehemann Facsimile: (941) 366-0993 Telephone: (941) 366-5015 with a copy to: Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Attention: J. Vaughan Curtis, Esq. Facsimile: (212) 424-8500 Telephone: (212) 424-8000 if to Shareholder: Chap-Cap Partners, L.P. Continental Grand Plaza, #411 300 North Continental Blvd. El Segundo California 90245 Telephone: (310) 563-6900 5.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in Florida without regard to any principles of choice of law or conflicts of law of such state. 5.12 Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Final Merger Agreement. 5.13 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 5.14. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 5 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above. RISCORP, INC. By: /s/ Walter E. Riehemann -------------------------------------- Walter E. Riehemann President CHAP-CAP PARTNERS, L.P. By: Chapman Capital L.L.C., as General Partner By: /s/ Robert L. Chapman, Jr. ------------------------------------ Robert L. Chapman, Jr. Managing Member 6 EXHIBIT A THIRD AMENDMENT TO MERGER AGREEMENT EX-99.(C)(8) 4 ex99-c8.txt VOTING AGREEMENT 1 EXHIBIT (c)(8) VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of June 28, 2000, is entered into by and between RISCORP, Inc., a Florida corporation ("RISCORP") and Thomas K. Albrecht ("Shareholder"). WITNESSETH: WHEREAS, Albrecht owns (both beneficially and of record) in the aggregate 790,336 shares of Class A Common Stock; WHEREAS, RISCORP, William D. Griffin ("Griffin") and Griffin Acquisition Corp. ("Griffin Acquisition") have entered into that certain Plan and Agreement of Merger, dated as of November 3, 1999 (the "Merger Agreement"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain First Amendment to the Merger Agreement, dated April 20, 2000 (the "First Amendment"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain Second Amendment to the Merger Agreement, dated May 10, 2000 (the "Second Amendment"); WHEREAS, concurrent with the execution and delivery of this Agreement, RISCORP, Griffin and Griffin Acquisition are entering into that certain Third Amendment to the Merger Agreement in the form attached hereto as Exhibit A (the "Third Amendment" and the Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the "Final Merger Agreement"); and WHEREAS, Shareholder has agreed to enter into this Agreement in order to induce RISCORP, Griffin and Griffin Acquisition to enter into the Third Amendment and to consummate the transactions contemplated by the Final Merger Agreement. NOW, THEREFORE, in consideration of Griffin's, Griffin Acquisition's and RISCORP's entering into the Third Amendment and of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to RISCORP as follows: 1.1. Title to the Shares. Shareholder is the owner (both beneficially and of record) of the number of shares of Class A Common Stock set forth in the recitals to this Agreement, which as of the date hereof constitutes all of the shares of Class A Common Stock owned beneficially and of record by Shareholder and its affiliates (the "Shareholder Parties") and Shareholder has the exclusive power to vote such shares on all matters submitted to holders of shares of Class A Common Stock. The Shareholder Parties do not have any rights of any nature to acquire any additional shares of Class A Common Stock. The Shareholder Parties own all of such Class A Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (exclusive of any margin borrowing associated with the account in which the shares are held and other than the Pledge Agreement between Shareholder and Riscorp dated (the "Pledge Agreement")), and, the Shareholder Parties have not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of such shares of Class A Common Stock owned by them. 1.2. Authority Relative to this Agreement. Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Shareholder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming the due authorization, execution and delivery by RISCORP, constitutes a legal, valid and binding obligation of Shareholder, enforceable against 2 Shareholder in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 1.3. No Conflict. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by Shareholder, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Shareholder. 2. Covenants of Shareholder. Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to the shares of Class A Common Stock now owned or that may hereafter be acquired by Shareholder. 3. Voting Agreement. Shareholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of RISCORP, however called, and in any action by written consent of the shareholders of RISCORP, Shareholder shall: (a) vote the shares of Class A Common Stock owned by Shareholder in favor of the Final Merger Agreement and any of the transactions contemplated by the Final Merger Agreement; and (b) vote the shares of Class A Common Stock owned by Shareholder against any action or agreement that RISCORP has provided Shareholder with advance written notice is or would be reasonably likely to result in any conditions to RISCORP's obligations under the Final Merger Agreement not being fulfilled; provided, however, that the voting agreement set forth in this Section 3 shall not extend to any further amendment to the Final Merger Agreement that is not approved in writing by Shareholder. Shareholder shall vote on all issues other than those specified in this Section 3 that may come before a meeting of the shareholders of RISCORP in their sole discretion, provided that such vote does not contravene the provisions of this Section 3. 4. Representations and Warranties of RISCORP. RISCORP hereby represents and warrants to Shareholder as follows: 4.1. Authority Relative to this Agreement. RISCORP has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RISCORP and the consummation by RISCORP of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of RISCORP. This Agreement has been duly and validly executed and delivered by RISCORP and, assuming the due authorization, execution and delivery by Shareholder, constitutes a legal, valid and binding obligation of RISCORP, enforceable against RISCORP in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 4.2. No Conflict. The execution and delivery of this Agreement by RISCORP does not, and the performance of this Agreement by RISCORP will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by RISCORP, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to RISCORP. 5. Miscellaneous. 5.1 Effectiveness. The representations, warranties, covenants and agreements of Shareholder set forth in this Agreement shall become effective and shall be of full force and effect upon the execution of the Third Amendment by RISCORP, Griffin and Griffin Acquisition and, if RISCORP, Griffin or Griffin Acquisition shall fail to execute the Third Amendment, then the representations, warranties, covenants and agreements of Shareholder set forth herein shall be of no force or effect; provided, further, 3 that all such representations, warranties, covenants and agreements shall expire and terminate upon the earlier of (i) the termination of the Final Merger Agreement in accordance with its terms (without regard to any subsequent amendment) or (ii) August 15, 2000. 5.2. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 5.3. Acknowledgement. RISCORP hereby acknowledges and agrees that the communications that Shareholder has had with certain other holders of Class A Common Stock in connection with the negotiation and execution of this Agreement and the Third Amendment do not constitute and shall not be deemed to be "acting together" within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended or a solicitation of proxies. 5.4. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. 5.5. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among such parties with respect to the subject matter hereof. 5.6. Assignment. This Agreement shall not be assigned by operation of law or otherwise. 5.7. Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.8. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. 5.9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. 5.10. Notices. Except as otherwise provided herein, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, facsimile transmission, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.10): if to RISCORP: 2 North Tamiami Trail One Sarasota Tower -- Suite 608 Sarasota, Florida 34236 Attention: Walter E. Riehemann Facsimile: (941) 366-0993 Telephone: (941) 366-5015 4 with a copy to: Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Attention: J. Vaughan Curtis, Esq. Facsimile: (212) 424-8500 if to Shareholder: Thomas K. Albrecht c/o Thomas G. Mancuso Rushton, Stakely, Johnson & Garrett 184 Commerce Street Montgomery, Alabama 31601-00270 Facsimile: (334) 262-8546 Telephone: (334) 206-3100 5.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in Florida without regard to any principles of choice of law or conflicts of law of such state. 5.12 Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Final Merger Agreement. 5.13 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 5.14. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above. RISCORP, INC. By: /s/ Walter E. Riehemann ------------------------------------ Walter E. Riehemann President /s/ Thomas K. Albrecht ------------------------------------ Thomas K. Albrecht EX-99.(C)(9) 5 ex99-c9.txt VOTING AGREEMENT 1 EXHIBIT (c)(9) VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement"), dated as of June 28, 2000, is entered into by and between RISCORP, Inc., a Florida corporation ("RISCORP") and Peter D. Norman, Sr. ("Shareholder"). WITNESSETH: WHEREAS, Shareholder owns (both beneficially and of record) in the aggregate 790,336 shares of Class A Common Stock; WHEREAS, RISCORP, William D. Griffin ("Griffin") and Griffin Acquisition Corp. ("Griffin Acquisition") have entered into that certain Plan and Agreement of Merger, dated as of November 3, 1999 (the "Merger Agreement"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain First Amendment to the Merger Agreement, dated April 20, 2000 (the "First Amendment"); WHEREAS, RISCORP, Griffin and Griffin Acquisition have entered into that certain Second Amendment to the Merger Agreement, dated May 10, 2000 (the "Second Amendment"); WHEREAS, concurrent with the execution and delivery of this Agreement, RISCORP, Griffin and Griffin Acquisition are entering into that certain Third Amendment to the Merger Agreement in the form attached hereto as Exhibit A (the "Third Amendment" and the Merger Agreement as amended by the First Amendment, the Second Amendment and the Third Amendment is hereinafter referred to as the "Final Merger Agreement"); and WHEREAS, Shareholder has agreed to enter into this Agreement in order to induce RISCORP, Griffin and Griffin Acquisition to enter into the Third Amendment and to consummate the transactions contemplated by the Final Merger Agreement. NOW, THEREFORE, in consideration of Griffin's, Griffin Acquisition's and RISCORP's entering into the Third Amendment and of the mutual covenants and agreements contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to RISCORP as follows: 1.1. Title to the Shares. Shareholder is the owner (both beneficially and of record) of the number of shares of Class A Common Stock set forth in the recitals to this Agreement, which as of the date hereof constitutes all of the shares of Class A Common Stock owned beneficially and of record by Shareholder and its affiliates (the "Shareholder Parties") and Shareholder has the exclusive power to vote such shares on all matters submitted to holders of shares of Class A Common Stock. The Shareholder Parties do not have any rights of any nature to acquire any additional shares of Class A Common Stock. The Shareholder Parties own all of such Class A Common Stock free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (exclusive of any margin borrowing associated with the account in which the shares are held and other than the Pledge Agreement between Shareholder and Riscorp dated (the "Pledge Agreement")), and, the Shareholder Parties have not appointed or granted any proxy, which appointment or grant is still effective, with respect to any of such shares of Class A Common Stock owned by them. 1.2. Authority Relative to this Agreement. Shareholder has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Shareholder and the consummation by Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Shareholder. This Agreement has been duly and validly executed and delivered by Shareholder and, assuming the due authorization, execution and delivery by 2 RISCORP, constitutes a legal, valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 1.3. No Conflict. The execution and delivery of this Agreement by Shareholder does not, and the performance of this Agreement by Shareholder will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by Shareholder, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Shareholder. 2. Covenants of Shareholder. Shareholder hereby covenants and agrees that, during the time this Agreement is in effect, except as otherwise specifically contemplated by this Agreement, Shareholder shall not, and shall not offer or agree to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, or create or permit to exist any additional security interest, lien, claim, pledge, option, right of first refusal, agreement, limitation on voting rights, charge or other encumbrance of any nature whatsoever with respect to the shares of Class A Common Stock now owned or that may hereafter be acquired by Shareholder. 3. Voting Agreement. Shareholder hereby agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of RISCORP, however called, and in any action by written consent of the shareholders of RISCORP, Shareholder shall: (a) vote the shares of Class A Common Stock owned by Shareholder in favor of the Final Merger Agreement and any of the transactions contemplated by the Final Merger Agreement; and (b) vote the shares of Class A Common Stock owned by Shareholder against any action or agreement that RISCORP has provided Shareholder with advance written notice is or would be reasonably likely to result in any conditions to RISCORP's obligations under the Final Merger Agreement not being fulfilled; provided, however, that the voting agreement set forth in this Section 3 shall not extend to any further amendment to the Final Merger Agreement that is not approved in writing by Shareholder. Shareholder shall vote on all issues other than those specified in this Section 3 that may come before a meeting of the shareholders of RISCORP in their sole discretion, provided that such vote does not contravene the provisions of this Section 3. 4. Representations and Warranties of RISCORP. RISCORP hereby represents and warrants to Shareholder as follows: 4.1. Authority Relative to this Agreement. RISCORP has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by RISCORP and the consummation by RISCORP of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of RISCORP. This Agreement has been duly and validly executed and delivered by RISCORP and, assuming the due authorization, execution and delivery by Shareholder, constitutes a legal, valid and binding obligation of RISCORP, enforceable against RISCORP in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally, and (ii) subject to general principles of equity. 4.2. No Conflict. The execution and delivery of this Agreement by RISCORP does not, and the performance of this Agreement by RISCORP will not, (a) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign by RISCORP, or (b) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to RISCORP. 5. Miscellaneous. 5.1 Effectiveness. The representations, warranties, covenants and agreements of Shareholder set forth in this Agreement shall become effective and shall be of full force and effect upon the execution of the Third Amendment by RISCORP, Griffin and Griffin Acquisition and, if RISCORP, Griffin or Griffin Acquisition shall fail to execute the Third Amendment, then the representations, warranties, 3 covenants and agreements of Shareholder set forth herein shall be of no force or effect; provided, further, that all such representations, warranties, covenants and agreements shall expire and terminate upon the earlier of (i) the termination of the Final Merger Agreement in accordance with its terms (without regard to any subsequent amendment) or (ii) August 15, 2000. 5.2. Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. 5.3. Acknowledgement. RISCORP hereby acknowledges and agrees that the communications that Shareholder has had with certain other holders of Class A Common Stock in connection with the negotiation and execution of this Agreement and the Third Amendment do not constitute and shall not be deemed to be "acting together" within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended or a solicitation of proxies. 5.4. Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. 5.5. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among such parties with respect to the subject matter hereof. 5.6. Assignment. This Agreement shall not be assigned by operation of law or otherwise. 5.7. Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of, and be enforceable by, the parties hereto and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.8. Amendment. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. 5.9. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. 4 5.10. Notices. Except as otherwise provided herein, all notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by cable, facsimile transmission, telegram or telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.10): if to RISCORP: 2 North Tamiami Trail One Sarasota Tower -- Suite 608 Sarasota, Florida 34236 Attention: Walter E. Riehemann Facsimile: (941) 366-0993 Telephone: (941) 366-5015 with a copy to: Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Attention: J. Vaughan Curtis, Esq. Facsimile: (212) 424-8500 Telephone: (212) 424-8000 if to Shareholder: Peter D. Norman, Sr. c/o Thomas G. Mancuso Rushton, Stakely, Johnson & Garrett 184 Commerce Street Montgomery, Alabama 31601-00270 Facsimile: (334) 262-8546 Telephone: (334) 206-3100 5.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed in Florida without regard to any principles of choice of law or conflicts of law of such state. 5.12 Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Final Merger Agreement. 5.13 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 5.14 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 5 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first written above. RISCORP, INC. By: /s/ Walter E. Riehemann ------------------------------------ Walter E. Riehemann President /s/ Peter D. Norman, Sr. -------------------------------------- Peter D. Norman, Sr. EX-99.(D)(8) 6 ex99-d8.txt SUPPLEMENT TO PROXY 1 RISCORP SUPPLEMENT TO PROXY STATEMENT JUNE 30, 2000 --------------------- ADJOURNMENT OF SPECIAL MEETING The special meeting of the shareholders of RISCORP was originally convened on June 21, 2000 and was adjourned until June 28, 2000. On June 28, 2000, the Board of Directors was informed that William D. Griffin and Griffin Acquisition Corp. had agreed to increase the cash portion of the merger consideration payable to the holders of Class A Common Stock from $2.85 per share to $3.075 per share. As a result of this increase, the special meeting of shareholders was again adjourned until 11:00 a.m. on July 20, 2000 in order to inform the shareholders of the increase in the cash portion of the merger consideration and to solicit additional proxies in connection with the proposed merger. The special meeting will reconvene at the Sheraton Colony Square, 188 14th Street, N.E., Atlanta, Georgia at such time and date. INCREASE IN MERGER CONSIDERATION AND AMENDMENT TO MERGER AGREEMENT As a result of the agreement among RISCORP, Mr. Griffin and Griffin Acquisition Corp., upon completion of the merger, holders of the Class A Common Stock were to receive a cash payment of $2.85 per share without interest and less any required withholding taxes, plus a contingent right to receive an additional pro rata cash amount if RISCORP recovers any amounts from Zenith Insurance Company or other specified parties in connection with RISCORP's sale of assets to Zenith in 1998. On June 28, 2000, RISCORP, Mr. Griffin and Griffin Acquisition Corp. entered into a third amendment to the merger agreement increasing the cash portion of the merger consideration to $3.075 per share and extending, from June 30, 2000 to August 15, 2000, the date upon which either party can terminate the merger agreement if the merger has not been completed. In addition, the third amendment removes the adjustment to the cash portion of the merger consideration that would have reduced the amount distributed to the holders of the Class A Common Stock if certain of RISCORP's expenses in the merger exceeded $1,500,000. A copy of the third amendment is attached hereto as Appendix A to this Proxy Supplement. Finally, RISCORP and Mr. Griffin amended the tolling agreement discussed in the Proxy Statement to extend the termination date from June 30, 2000 to August 15, 2000. NEGOTIATIONS REGARDING THE THIRD AMENDMENT TO THE MERGER AGREEMENT The increase in the cash portion of the merger consideration resulted from discussions among representatives of Mr. Griffin and RISCORP, and Robert L. Chapman, representing Chap-Cap Partners, L.P., Seth Hamot, certain of Mr. Hamot's affiliates, Thomas A. Albrecht, and Peter D. Norman. Messrs. Chapman, Hamot, Norman, and Albrecht collectively own of record or beneficially, either directly or through their affiliates, 3,609,372 shares of the Class A Common Stock. On June 16, 2000, representatives of Mr. Griffin contacted Mr. Chapman indicating that Mr. Griffin would be willing to increase the cash portion of the merger consideration payable to $2.92 per share but would retain the first $2.7 million of any recovery from Zenith and Arthur Andersen. Mr. Chapman countered with a suggestion that Mr. Griffin pay $3.50 per share and retain all of the recovery from Zenith and Arthur Andersen. Mr. Griffin's representatives rejected that suggestion and offered to pay $2.95 per share plus the contingent right to receive an additional pro rata cash amount if RISCORP recovers any amount from Zenith and Arthur Andersen. Mr. Chapman countered with $3.42 per share. The parties ended discussions on June 16, 2000 without reaching agreement. Following adjournment of the special meeting on June 21, 2000, Mr. Chapman and Mr. Griffin continued discussions concerning the transactions and the possible settlement of the outstanding litigation initiated by Mr. Chapman. 2 On June 27, 2000, representatives of Mr. Griffin delivered a counter proposal increasing the cash portion of the merger consideration to $3.00 per share. Throughout the day of June 27, 2000, representatives of Mr. Griffin and Mr. Chapman made a number of offers and counter offers between $3.00 and $3.20 per share, some of which included elimination of the contingent portion of the merger consideration. Mr. Chapman and representatives of Mr. Griffin continued discussions and agreed on an increase in the cash portion of the merger consideration to $3.075 without any change to the contingent recovery right. In addition, Mr. Chapman and Mr. Griffin agreed to remove the adjustment to the cash portion of the merger that would have reduced the amount paid to the Class A shareholders if certain of RISCORP's expenses in the merger exceeded $1,500,000. As part of these negotiations, Mr. Chapman, Mr. Norman, Mr. Albrecht, Mr. Hamot and certain of Mr. Hamot's affiliates agreed to enter into voting agreements to support the amended transaction. On June 27, 2000, representatives of Mr. Griffin advised counsel to RISCORP of the revised terms of the merger for consideration by the Board of Directors in connection with the proposed transaction. Counsel to RISCORP advised the Board of the revised terms of the merger and the timing considerations with respect to soliciting shareholder approval of the transaction. Following a discussion of the issues, the Board authorized counsel to finalize the terms of the amendment to the Plan and Agreement of Merger for consideration by the Board prior to reconvening the special meeting of shareholders scheduled for 1:00 p.m. on June 28, 2000. On June 28, 2000, the Board met to review and consider the terms of the third amendment to the merger agreement. Counsel advised the Board of the status of the negotiations between the parties and the outstanding issues related to the voting agreements to be executed by Messrs. Chapman, Hamot, Norman and Albrecht in connection with the execution and delivery of the amendment. The Board was also advised that each of the foregoing shareholders had requested an adjournment of the 1:00 p.m. shareholder meeting to provide adequate time for their counsel to review and finalize the voting agreements to be executed by each. The Board approved a four hour adjournment of the meeting, subject to shareholder approval, and directed counsel to communicate a 5:00 p.m. deadline to the parties for finalizing the terms of the agreements. The special meeting of shareholders was adjourned until 5:00 p.m. that afternoon. Following the adjournment of the special meeting, the Board met to continue its deliberations regarding the revised terms of the merger and the timing issues related to the distribution of supplemental proxy material and any further adjournment of the special meeting. The Board concluded that the revised terms of the merger were in the best interests of the holders of Class A Common Stock and approved the execution and delivery of the third amendment and an extension of the tolling agreement with Mr. Griffin until August 15, 2000. The Board also authorized a further adjournment of the special meeting until July 20, 2000, subject to RISCORP's receipt of executed counterparts of the third amendment and the voting agreements with Messrs. Chapman, Hamot, Norman and Albrecht. The special meeting of shareholders was reconvened on June 28, 2000 and adjourned until 11:00 a.m. on July 20, 2000. VOTING AGREEMENTS Each of Mr. Hamot and his affiliates, Chap-Cap Partners, L.P., Mr. Albrecht and Mr. Norman have entered into a voting agreement insuring that all of their shares will be voted in favor of the merger agreement, as amended, and the transactions contemplated therein. IF YOU HAVE ALREADY DELIVERED A PROPERLY EXECUTED PROXY AND DO NOT WISH TO CHANGE YOUR VOTE, THERE IS NO NEED TO TAKE ANY ADDITIONAL ACTION. WE HAVE ENCLOSED ANOTHER PROXY, TOGETHER WITH A RETURN ENVELOPE, WHICH MAY BE USED IF YOU WISH TO CHANGE YOUR VOTE OR, IF A PROXY HAS NOT PREVIOUSLY BEEN RETURNED, TO VOTE FOR THE FIRST TIME. YOU HAVE THE RIGHT TO REVOKE YOUR PROXY ANY TIME PRIOR TO VOTING AT THE MEETING. 2 3 APPENDIX A THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER THIS THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER (this "Amendment") is entered into as of the 28th day of June, 2000 among GRIFFIN ACQUISITION CORP., a Florida corporation (the "Acquiror"), WILLIAM D. GRIFFIN, an individual resident of the State of Florida (the "Guarantor"), and RISCORP, INC., a Florida corporation ("RISCORP"). WITNESSETH: WHEREAS, on November 3, 1999, the parties entered into a Plan and Agreement of Merger, as amended by the first and second amendments thereto (the "Agreement"), which contemplates the merger of Acquiror with and into RISCORP pursuant to the applicable provisions of the Florida Business Corporation Act, with RISCORP surviving the merger; WHEREAS, the parties now desire to amend the Agreement as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 1.2(b)(i)(1). Section 1.2(b)(i)(1) of the Agreement is hereby deleted in its entirety and, in lieu thereof, the following new Section 1.2(b)(i)(1) is hereby inserted: the term "Merger Consideration" shall equal (A) $3.075, plus (B) the Contingent Claim Amount divided by the aggregate of the Outstanding Class A Shares and the Outstanding Class B Shares (as defined in Section 3.2); and 2. Section 7.1(b). Section 7.1(b) of the Agreement is hereby amended by deleting the date "June 30, 2000" contained therein and substituting in its place the date "August 15, 2000." 3. Section 7.1(c). Section 7.1(c) of the Agreement is hereby amended by deleting the date "June 30, 2000" contained therein and substituting in its place the date "August 15, 2000." 4. Other Terms and Conditions Ratified and Confirmed. All other terms and conditions of the Agreement are hereby ratified and confirmed by the parties and shall remain in full force and effect. 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 3 4 IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the day and year set forth above. GRIFFIN ACQUISITION CORP. By: /s/ WILLIAM D. GRIFFIN ------------------------------------ William D. Griffin President /s/ WILLIAM D. GRIFFIN ------------------------------------ William D. Griffin RISCORP, INC. By: /s/ WALTER E. RIEHEMANN ------------------------------------ Walter E. Riehemann President 4 EX-99.(D)(9) 7 ex99-d9.txt PRESIDENT'S LETTER TO SHAREHOLDERS 1 (RISCORP LOGO) June 30, 2000 Dear Shareholder: Attached to this letter is a brief supplement to our Proxy Statement, dated May 11, 2000, as previously supplemented, which describes recent changes to the terms of our pending merger with Griffin Acquisition Corp. The supplement explains an increase in the cash portion of the merger consideration from $2.85 per share to $3.075 per share. Class A shareholders continue to be entitled to receive an additional pro rata cash amount if RISCORP recovers any amounts in connection with the litigation currently pending against Zenith Insurance Company and Arthur Andersen LLP. In addition, the supplement explains that the special meeting of the shareholders originally convened on June 21, 2000 has been adjourned until 11:00 a.m. on July 20, 2000 in order to allow the Board of Directors to solicit additional proxies with respect to the proposed merger. The Board of Directors continues to believe that this transaction is fair and in the best interests of the holders of Class A Common Stock. IF YOU HAVE ALREADY DELIVERED A PROPERLY EXECUTED PROXY AND DO NOT WISH TO CHANGE YOUR VOTE, THERE IS NO NEED TO TAKE ANY ADDITIONAL ACTION. WE HAVE ENCLOSED ANOTHER PROXY, TOGETHER WITH A RETURN ENVELOPE, WHICH MAY BE USED IF YOU WISH TO CHANGE YOUR VOTE OR, IF A PROXY HAS NOT PREVIOUSLY BEEN RETURNED, TO VOTE FOR THE FIRST TIME. YOU HAVE THE RIGHT TO REVOKE YOUR PROXY ANY TIME PRIOR TO VOTING AT THE MEETING. This letter and the accompanying Supplement to the Proxy Statement are first being mailed to RISCORP's shareholders on or about June 30, 2000. If you have any questions about this Supplement or the Proxy Statement, please let me hear from you. Sincerely, /s/ Walter E. Riehemann Walter E. Riehemann President -----END PRIVACY-ENHANCED MESSAGE-----