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