-----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, GvQDPtZRmOEzR+BFLVv8DGLyWM4kbyPmRBQIfk+USAVBxqD1x/nyT9CdjArNNChk TjYs5XxTyjWitPf2OPDpCA== /in/edgar/work/20000721/0000950144-00-008954/0000950144-00-008954.txt : 20000920 0000950144-00-008954.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950144-00-008954 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000720 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000721 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-27462 FILM NUMBER: 676784 BUSINESS ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236-5642 BUSINESS PHONE: 9413665015 MAIL ADDRESS: STREET 1: 2 NORTH TAMIAMI TRAIL STREET 2: SUITE 608 CITY: SARASOTA STATE: FL ZIP: 34236-5642 8-K 1 e8-k.txt RISCORP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2000 RISCORP, INC. (Exact name of registrant as specified in its charter) Florida 0-27462 65-0335150 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 2 North Tamiami Trail, Suite 608 Sarasota, Florida 34236-5642 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (941) 366-5015 N/A --------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On July 21, 2000, RISCORP, Inc. issued a press release announcing that its shareholders had approved the amended plan and agreement of merger with Griffin Acquisition Corp., a company controlled by William D. Griffin, the majority shareholder of RISCORP, and that the parties had closed the merger and related transactions. As a result of the merger, holders of the Class A Common Stock will receive $3.075 per share in cash, plus a contingent right to an additional pro rata cash amount if RISCORP recovers any amounts from Zenith Insurance Company in connection with the litigation currently pending between the parties. RISCORP intends to terminate its duty to file reports under the Securities Exchange Act of 1934, as amended by filing a Form 15 with the Securities and Exchange Commission. As part of the consummation of such merger, the Board of Directors of RISCORP have resigned. As a consequence of such Merger, William D. Griffin, his affiliates and certain trusts created for the benefit of Mr. Griffin's children own all of the issued and outstanding capital stock of RISCORP. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this Report:
Exhibit No. Description ----------- ----------- 99.1 Press Release dated July 21, 2000.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RISCORP, INC. By: /s/ Walter E. Riehemann -------------------------------- Walter E. Riehemann President Dated: July 20, 2000 -2- EX-99.1 2 ex99-1.txt PRESS RELEASE 1 EXHIBIT 99.1 RISCORP SHAREHOLDERS APPROVE MERGER JULY 21, 2000, SARASOTA, FLORIDA. RISCORP, Inc. announced that yesterday its shareholders had approved the amended plan and agreement of merger with Griffin Acquisition Corp., a company controlled by William D. Griffin, the majority shareholder of RISCORP, and that the parties had closed the merger and related transactions. As a result of the merger, holders of the Class A Common Stock will receive $3.075 per share in cash, plus a contingent right to an additional pro rata cash amount if RISCORP recovers any amounts from Zenith Insurance Company in connection with the litigation currently pending between the parties. RISCORP intends to terminate its duty to file reports under the Securities Exchange Act of 1934, as amended by filing a Form 15 with the Securities and Exchange Commission -----END PRIVACY-ENHANCED MESSAGE-----