-----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, DJCel7piTqckfGd2diwq3VrvywTU6+SVfLrqVTuMFxrZW4cdc9aMZ0JhJIaSeHOo p3iDAdKe3hPwOYrB9InntQ== 0000950150-98-001808.txt : 19981118 0000950150-98-001808.hdr.sgml : 19981118 ACCESSION NUMBER: 0000950150-98-001808 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR NATIONAL INSURANCE GROUP INC CENTRAL INDEX KEY: 0000810463 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 954610936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25984 FILM NUMBER: 98753926 BUSINESS ADDRESS: STREET 1: 26601 AGOURA RD STREET 2: ` CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188801600 MAIL ADDRESS: STREET 1: 26601 AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) November 17, 1998 (November 16, 1998) ------------------------------------- Superior National Insurance Group, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25984 95-4610936 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 26601 Agoura Road, Calabasas, California 91302 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (818) 880-1600 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. Attached hereto as Exhibit 99.1 is the press release issued by Superior National Insurance Group, Inc. dated November 16, 1998 which is hereby incorporated by reference herein. Attached hereto as Exhibit 99.2 is the form of Notice of Guaranteed Delivery referenced in the press release. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. 99.1 Press release dated November 16, 1998. 99.2 Form of Notice of Guaranteed Delivery. 2 3 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. Date: November 17, 1998 SUPERIOR NATIONAL INSURANCE GROUP, INC. By: /s/ J. CHRIS SEAMAN ---------------------------------- J. Chris Seaman Executive Vice President and Chief Financial Officer 3 4 EXHIBIT INDEX
Exhibit Number Description ------ ----------- 99.1 Press release dated November 16, 1998. 99.2 Form of Notice of Guaranteed Delivery.
4 EX-99.1 2 PRESS RELEASE DATED NOVEMBER 16, 1998 1 EXHIBIT 99.1 PRESS RELEASE November 16, 1998 SUPERIOR NATIONAL INSURANCE GROUP, INC. ANNOUNCES RIGHTS OFFERING TO EXPIRE ON NOVEMBER 20; NOTICE OF GUARANTEED DELIVERY FORM NOW AVAILABLE Superior National Insurance Group, Inc. (Nasdaq: SNTL) confirmed today that its Rights Offering, whereby holders of rights can purchase common stock of the Company for $16.75 per share, will expire as scheduled at 5:00 p.m. (New York City Time) on November 20, 1998. Payment is due to the Company's subscription agent, Wilmington Trust Company, in immediately available funds prior to that time. For brokers and their clients who do not hold Subscription Certificates but wish to exercise rights, the Company is making available a Notice of Guaranteed Delivery form. The form is available from Wilmington Trust Company, the Company, or Corporate Investor Communications, Inc., the information agent for the Rights Offering, telephone number (888) 296-3413. Contact at Superior National Insurance Group, Inc., J. Chris Seaman, (818) 878-2240. Questions regarding the Rights Offering should be addressed to Corporate Investor Communications, Inc., at (888) 296-3413. Superior National Insurance Group is the parent company of Superior National Insurance Company and Superior Pacific Casualty Company, specialty workers compensation insurers operating in California through branch offices located in Sacramento, Pleasanton, Fresno, Calabasas, Woodland Hills, Irvine, San Diego, and in Phoenix, Arizona. On May 5, 1998, SNTL announced it had agreed to acquire Business Insurance Group, Inc. This announcement does not constitute an offer of any securities. Any offering of securities will be made only by means of a prospectus. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Actual results could differ materially from those projected in forward-looking statements as a result of the variability of business conditions and the inherent difficulty of accurately forecasting revenues and expenses. EX-99.2 3 FORM OF NOTICE OF GUARANTEED DELIVERY 1 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION CERTIFICATE ISSUED BY SUPERIOR NATIONAL INSURANCE GROUP, INC. This form, or one substantially similar hereto, must be used to exercise Rights distributed pursuant to the Rights Offering described in the Prospectus dated November 4, 1998 (the "Prospectus") of Superior National Insurance Group, Inc. (the "Company"), if a holder of the Rights cannot deliver the Subscription Certificate(s) evidencing such Rights to the Subscription Agent at or prior to 5:00 p.m. New York City time on November 20, 1998 (the "Expiration Date"). Such form must be delivered by hand or sent by facsimile transmission or mail to the Subscription Agent, and must be received by the Subscription Agent at or prior to 5:00 p.m. New York City time on the Expiration Date. Regardless of the manner of delivery of the Subscription Certificate, payment of the Subscription Price of $16.75 per share for each share of Common Stock subscribed for upon exercise of the Rights must be received by the Subscription Agent in the manner specified in the Prospectus and in Immediately Available Funds at or prior to 5:00 p.m. New York City time on the Expiration Date. All undefined capitalized terms used herein have the definition ascribed to them in the Prospectus. The Subscription Agent is: Wilmington Trust Company By Mail/Overnight Courier: Facsimile Transmission By Hand: Wilmington Trust Company (eligible institutions only): Wilmington Trust Company Rodney Square North (302) 651-1079 1105 N. Market Street, 1st Floor 1100 N. Market Street Wilmington, Delaware 19890 Wilmington, Delaware 19890-0001 To confirm receipt of facsimile only: Attn: Kristin Long Attn: Kristin Long (302) 651-1562 Corporate Trust Operations Corporate Trust Operations By Wire: Wilmington Trust Company ABA No. 031100092 Account No. 46675-0 Account Name: Superior National Rights Offering Attn: Charisse L. Rodgers (302) 651-8951
DELIVERY OF THIS FORM TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. 2 Ladies and Gentlemen: The undersigned hereby represents that he or she is the holder of Subscription Certificate(s) representing ____________ Rights and that such Subscription Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise ____________ Rights represented by such Subscription Certificate(s). The undersigned agrees that it will deliver a properly completed Subscription Certificate(s) in respect of the Rights being exercised, with any signatures guaranteed as required, to the Subscription Agent within three Nasdaq National Market trading days following the date of delivery of this Notice of Guaranteed Delivery. The undersigned understands that payment of the Subscription Price of $16.75 per share for each share of the Common Stock subscribed for must be received in immediately available funds by the Subscription Agent at or before 5:00 p.m. New York City time on the Expiration Date. The undersigned represents that such payment, in the aggregate amount of $____________, either (check appropriate box): [ ] is being delivered to the Subscription Agent herewith or [ ] has been delivered separately to the Subscription Agent; and is being delivered or was delivered in the manner set forth below (check appropriate box and complete information relating thereto); [ ] wire transfer of funds --name of transferor institution ___________________________________ --date of transfer _________________________________________________ --confirmation number (if available) _______________________________ [ ] certified check [ ] bank draft (cashier's check) --name of maker ____________________________________________________ --date of check or draft ___________________________________________ --bank on which check is drawn _____________________________________ All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. Signature(s) ___________________________________________________________________ Name(s) ________________________________________________________________________ ________________________________________________________________________________ (Please Type or Print) ________________________________________________________________________________ Address(es) ____________________________________________________________________ (Zip Code) Area Code and Tel. No(s). ______________________________________________________ Subscription Certificate No.(s) (if available) _________________________________ ________________________________________________________________________________ 3 GUARANTEE OF DELIVERY (NOT TO BE USED FOR SUBSCRIPTION CERTIFICATE SIGNATURE GUARANTEE) The undersigned, a member firm of a registered national securities exchange, member of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or other eligible guarantor institution which is a member of or a participant in a signature guarantee program acceptable to the Subscription Agent, guarantees that the undersigned will deliver to the Subscription Agent the Subscription Certificate(s) representing the Rights being exercised hereby, with any required signature guarantees and any other required documents, all within three Nasdaq National Market trading days after the date hereof. ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Address) ________________________________________________________________________________ (Area Code and Telephone Number) Dated: ___________________________________________________________________, 1998 ________________________________________________________________________________ (Name of Firm) ________________________________________________________________________________ (Authorized Signature) The institution which completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Certificate(s) to the Subscription Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution. 4 NOTICE OF GUARANTEED DELIVERY INSTRUCTIONS If a Holder wishes to exercise Rights, but time will not permit the Holder to cause the Subscription Certificate(s) evidencing those Rights to reach the Subscription Agent prior to the Expiration Time, the Rights may nevertheless be exercised if all of the following conditions (the "Guaranteed Delivery Procedures") are met: (i) the Holder has caused payment in full of the Subscription Price for each Share being subscribed for to be received (in immediately available funds) by the Subscription Agent at or prior to the Expiration Time; (ii) the Subscription Agent receives, at or prior to the Expiration Time, a guarantee notice (a "Notice of Guaranteed Delivery") substantially in the form provided herewith, from a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. ("NASD"), or from a commercial bank or trust company having an office or correspondent in the United States (each, an "Eligible Institution"), stating the name of the exercising Holder, the number of Rights represented by the Subscription Certificate(s) held by the exercising Holder, the number of Shares being subscribed for and guaranteeing the delivery to the Subscription Agent of the Subscription Certificate(s) evidencing those Rights within three Nasdaq National Market trading days following the date of the Notice of Guaranteed Delivery; and (iii) the properly completed Subscription Certificates(s), with any signatures guaranteed as required, is received by the Subscription Agent within three Nasdaq National Market trading days following the date of delivery of the Notice of Guaranteed Delivery relating thereto. See the Subscription Certificate and the Prospectus for an explanation of when signature guarantees are required. The Notice of Guaranteed Delivery may be delivered to the Subscription Agent in the same manner as Subscription Certificates at the address set forth on the face of the form, or may be delivered by telegram or facsimile transmission (telecopier no. (302) 651-1079). To confirm facsimile deliveries, please call (302) 651-1562. Additional copies of the form of Notice of Guaranteed Delivery are available upon request from Corporate Investor Communications, Inc. (Telephone: (888) 296-3413) or Wilmington Trust Company, whose address and telephone numbers are set forth below. To Deliver the Notice: By Hand: Wilmington Trust Company 1105 N. Market Street, 1st Floor Wilmington, Delaware 19890 Attention: Kristin Long Corporate Trust Operations By Mail/Overnight Delivery Wilmington Trust Company Rodney Square North 1100 N. Market Street Wilmington, Delaware 19890-0001 Attention: Kristin Long Corporate Trust Operations By Wire: Wilmington Trust Company ABA No. 031100092 Account No. 46675-0 Account Name: Superior National Rights Offering Attn: Charisse L. Rodgers (302) 651-8951 By Facsimile (Foreign/APO/FPO/ use only): (302) 651-1079 Confirm Facsimile by Telephone Only: (302) 651-1562 -----END PRIVACY-ENHANCED MESSAGE-----