-----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, UkRnY1zWNquI6otfbJTxJL9yllGWYc3RFQCaARlngOURrRL/63lcgjJSxPUf0zZd Frm3knyHyhAPyvE7GLC0CQ== 0001017062-99-000450.txt : 19990331 0001017062-99-000450.hdr.sgml : 19990331 ACCESSION NUMBER: 0001017062-99-000450 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRIS GROUP INC CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: 6351 IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12099 FILM NUMBER: 99564873 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FORMER COMPANY: FORMER CONFORMED NAME: US FACILITIES CORP DATE OF NAME CHANGE: 19920703 8-K/A 1 FOR THE PERIOD ENDED DECEMBER 31, 1998 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report December 31, 1998 (Date of earliest event reported) THE CENTRIS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-12099 33-0097221 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 650 Town Center Drive, Suite 1600 Costa Mesa, California 92626 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 549-1600 N/A (Former name and former address, if changed since last report) ================================================================================ The Centris Group, Inc. (the "Company") previously reported on Form 8-K that on December 31, 1998, it completed the acquisition of 100% of the outstanding shares of common stock of Seaboard Life Insurance Company (USA) ("SLIC (USA)") and VASA North America, Inc. ("VNA"). This amendment to Form 8-K provides an amended response to Item 7. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired Subsequent to filing its report on Form 8-K on January 14, 1999, the Company concluded that no financial statements or pro forma financial information are required to be filed with respect to the acquisition of 100% of the outstanding shares of common stock of SLIC (USA) and VNA as described in Item 2 to that report. The Company has reached this conclusion based on its determination that the acquisition does not meet any of the financial significance tests described in Regulation S-X, Rules 3-05(b) and 1-02(w), promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended. (b) Pro Forma Financial Information See Item 7(a) above. (c) Exhibits Set forth below is a list of exhibits included as part of this Current Report: Exhibit Number Description of Exhibit - - -------------- ------------------------------------------------------------- *2.01 Stock Purchase Agreement dated as of August 20, 1998 by and between The Centris Group, Inc., Seaboard Life Insurance Company, Seaboard North American Holdings, Inc. and Eureko B.V. *10.01 Fifth Amendment to the Credit Agreement between The Centris Group, Inc. and Fleet National Bank (the "Credit Agreement") dated as of December 28, 1998. * Previously filed as an Exhibit to the Registrant's Current Report on Form 8-K, dated January 14, 1999. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, The Centris Group, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 15, 1999 THE CENTRIS GROUP, INC. By: /s/ Charles M. Caporale ------------------------------- Charles M. Caporale Senior Vice President, Chief Financial Officer and Treasurer 3 EXHIBIT INDEX Exhibit Number Description of Exhibit - - -------------- ---------------------- *2.01 Stock Purchase Agreement dated as of August 20, 1998 by and between The Centris Group, Inc., Seaboard Life Insurance Company, Seaboard North American Holdings, Inc. and Eureko B.V. *10.01 Fifth Amendment to the Credit Agreement between The Centris Group, Inc. and Fleet National Bank (the "Credit Agreement") dated as of December 28, 1998. * Previously filed as an Exhibit to the Registrant's Current Report on Form 8-K, dated January 14, 1999. 4 -----END PRIVACY-ENHANCED MESSAGE-----