-----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, S7jMo+tr4IVrrpbMiu5O++inSSBZVrvLxHYNYSj3QILF6aa0mvCmZ6gLQzgYGG7U kicAVMfim2JAYBmJg2TtkQ== 0000950150-97-000226.txt : 19970227 0000950150-97-000226.hdr.sgml : 19970227 ACCESSION NUMBER: 0000950150-97-000226 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970226 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAC RIM HOLDING CORP CENTRAL INDEX KEY: 0000837942 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954105740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46963 FILM NUMBER: 97544528 BUSINESS ADDRESS: STREET 1: 6200 CANOGA AVE CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8182266200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR NATIONAL INSURANCE GROUP INC CENTRAL INDEX KEY: 0000810463 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 953994873 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 26601 AGOURA RD CITY: CALABASAS STATE: CA ZIP: 91203 BUSINESS PHONE: 8188801600 MAIL ADDRESS: STREET 1: 26601 AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91203 SC 13D/A 1 SCHEDULE 13D/A 1 OMB APPROVAL OMB NUMBER 3235-0145 Expires:December 31, 1997 Estimated average burden hours per response 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Pac Rim Holding Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 693-71P-10-0 ---------------------------------------------- (CUSIP Number) J. Chris Seaman, Superior National Insurance Group, Inc., 26601 Agoura Rd., Calabasas, CA 91302 (818) 880-1600 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 16, 1997 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 693-71P-10-0 Page 2 1 NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Superior National Insurance Group, Inc. 95-3994873 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 40,100 ------------------------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED 0 BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 40,100 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------ - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,100 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 The statement on Schedule 13D, filed September 26, 1996 (the "Initial Filing") with the Securities and Exchange Commission (the "Commission"), as amended by Amendment No. 1 to Schedule 13D, filed with the Commission October 24, 1996 ("Amendment No. 1"), that relates to the Common Stock, $0.01 par value per share, CUSIP Number 693-71P-10-0 of Pac Rim Holding Corporation, a Delaware corporation, is amended and restated by the undersigned (this "Amendment No. 2") as follows. Item 1. Security and Issuer This Amendment No. 2 relates to the Common Stock, $0.01 par value per share, CUSIP Number 693-71P-10-0 (the "Issuer Common Stock"), of Pac Rim Holding Corporation, a Delaware corporation (the "Issuer"), which has its principal executive offices at 6200 Canoga Avenue, Woodland Hills, California 91367. Item 2. Identity and Background This Statement is filed by Superior National Insurance Group, Inc., a California corporation ("SNIG"), with its principal office at 26601 Agoura Road, Calabasas, California 91302. Through its wholly-owned subsidiary, Superior National Insurance Company, Inc., SNIG is in the business of underwriting worker's compensation insurance in California and Arizona. During the last five years, SNIG has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, SNIG was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. CERTAIN BACKGROUND: In connection with the Agreement and Plan of Merger ("Merger Agreement") dated as of September 17, 1996 by and among SNIG, the Issuer and SNTL Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SNIG ("SNTL"), pursuant to which SNIG agreed to acquire the Issuer (the "Acquisition"), SNIG entered into the Voting Agreement ("Voting Agreement") dated as of September 17, 1996 by and among SNIG and Prac Limited Partnership, a Nevada limited partnership ("Prac"), Dito Caree Limited Partnership, a Nevada limited partnership, Dito-Devcar Corporation, a Nevada corporation, Allstate Insurance Company, an Illinois insurance company ("Allstate"), and Richard H. Pickup, in his capacity as trustee of each of the Pickup 3 4 Family Trust, TMP Charitable Unitrust, and DRP Charitable Unitrust (together, excluding SNIG, the "Principal Shareholders"). Under the Voting Agreement, the Principal Shareholders agreed to vote their shares of Issuer Common Stock and rights to acquire Issuer Common Stock (hereinafter referred to as "Common Stock Equivalents") upon conversion of the Issuer's Series A Convertible Debentures (the "Debentures") in favor of the Acquisition. In connection with renegotiations concerning the terms of the Merger Agreement, SNIG and each of the Principal Shareholders entered into, effective as of February 16, 1997, the Termination Agreement (the "Termination Agreement"), pursuant to which the Voting Agreement was terminated. As a result of such termination, the circumstances under which SNIG might be deemed a beneficial owner of more than five percent of the Issuer's Common Stock ceased to exist as of February 16, 1997, and as a consequence, SNIG has filed this Amendment No. 2 to report such termination. The Merger Agreement is described herein for background purposes only, as it confers no ownership or voting rights on SNIG or SNTL. Item 3. Source and Amount of Funds or Other Consideration Not applicable. Item 4. Purpose of Transaction Not applicable. Item 5. Interest in the Securities of the Issuer A. SNIG, through a wholly-owned subsidiary, owns beneficially 40,100 shares of the Issuer's Common Stock. The shares beneficially owned by SNIG constitute less than one percent of the aggregate, outstanding shares of Issuer Common Stock and Common Stock Equivalents. Based upon representations of the Issuer in the Merger Agreement, SNIG has assumed that the aggregate number of shares of Issuer Common Stock and Common Stock Equivalents outstanding as of December 31, 1996 is 16,800,727 shares, 9,528,000 shares of which are Issuer Common Stock and 7,272,727 shares of which are Common Stock Equivalents. The holders of the Common Stock Equivalents are entitled to vote as holders of the shares of Issuer Common Stock into which the principal amount of the Debentures held by them are convertible on matters concerning a change in control of the Issuer. 4 5 B. SNIG has the sole power to vote or to direct the voting, and to dispose or to direct the disposition of, the shares of Issuer Common Stock beneficially owned by it as described in this Item 5. C. Within the past sixty days, SNIG terminated the Voting Agreement, as described in this Amendment No. 2. D. No person other than SNIG, through its wholly-owned subsidiary, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities described in this Item 5. E. The circumstances under which SNIG might be deemed a beneficial owner of more than five percent of the Issuer's Common Stock ceased to exist as of February 16, 1997, upon the termination of the Voting Agreement as described in this Amendment No. 2. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer A. Termination Agreement entered into and effective as of February 16, 1997, by and among SNIG and the Principal Shareholders, filed herewith as Exhibit 1 Pursuant to the Termination Agreement, the Voting Agreement, under which the Principal Shareholders agreed to vote their shares of Issuer Common Stock and Common Stock Equivalents in favor of the Acquisition, and against any alternative proposal for a merger, recapitalization, sale of any substantial portion of the assets of the Issuer, or other business combination involving the Issuer, was terminated effective as of February 16, 1997. B. Agreement and Plan of Merger, dated as of September 17, 1996, by and among SNIG, the Issuer and SNTL, filed herewith as Exhibit 2* No material change has occurred in the facts set forth in this paragraph of this item of the Initial Filing, as amended by Amendment No. 1. C. Series A Convertible Debentures and Series 1, 2 and 3 Detachable Warrant Purchase Agreement dated as of September 17, 1996, by and among SNIG, Allstate and Prac, filed herewith as Exhibit 3* 5 6 No material change has occurred in the facts set forth in this paragraph of this item of the Initial Filing, as amended by Amendment No. 1. Item 7. Material to be Filed as Exhibits SNIG files as exhibits the following: Exhibit 1 Termination Agreement entered into and effective as of February 16, 1997, by and among SNIG and the Principal Shareholders. Exhibit 2 Agreement and Plan of Merger, dated as of September 17, 1996, among SNIG, the Issuer and SNTL.* Exhibit 3 Series A Convertible Debentures and Series 1, 2 and 3 Detachable Warrant Purchase Agreement dated as of September 17, 1996, by and among SNIG, Allstate and Prac.* * Filed with the Commission as an exhibit to SNIG's statement on Schedule 13D on September 26, 1996, as amended by Amendment No. 1 to Schedule 13D, filed with the Commission on October 24, 1996. 6 7 SIGNATURE After reasonable 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. Dated: February 25, 1997 SUPERIOR NATIONAL INSURANCE GROUP, INC. /s/ J. Chris Seaman ----------------------------- J. Chris Seaman, Executive Vice President and Chief Financial Officer 7 8 EXHIBIT INDEX Exhibit 1 Termination Agreement entered into and effective as of February 16, 1997, by and among SNIG and the Principal Shareholders Exhibit 2 Agreement and Plan of Merger, dated as of September 17, 1996, among SNIG, the Issuer and SNTL* Exhibit 3 Series A Convertible Debentures and Series 1, 2 and 3 Detachable Warrant Purchase Agreement dated as of September 17, 1996, by and among SNIG, Allstate and Prac* * Filed with the Commission as an exhibit to SNIG's statement on Schedule 13D on September 26, 1996, as amended by Amendment No. 1 to Schedule 13D, filed with the Commission on October 24, 1996. 8 EX-1 2 TERMINATION AGREEMENT 1 EXHIBIT 1 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this "Termination Agreement") is entered into and effective as of February 16, 1997 (the "Effective Date") by and among Superior National Insurance Group, Inc., a California corporation ("Superior"), and the holders listed on the signature pages hereof (collectively, the "Security Holders") of (1) shares of common stock, par value $.01 per share, and (2) Series A Convertible Debentures of Pac Rim Holding Corporation, a Delaware corporation. WHEREAS, Superior and the Security Holders entered into that certain Voting Agreement dated as of September 17, 1996 (the "Agreement"). WHEREAS, In accordance with the terms and conditions of this Termination Agreement, Superior and the Security Holders desire to Terminate the Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Termination Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Termination of Agreement. Superior and the Security Holders each acknowledge and agree that the Agreement is rescinded, terminated and of no further force and effect as of 11:59 p.m. February 16, 1997. 2. Governing Law. This Termination Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 3. Counterparts. This Termination Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 4. Entire Agreement. This Termination Agreement supersedes any prior oral or written understanding or agreement with respect to the termination of the Agreement. Each party acknowledges that except as expressly provided herein, the parties hereto make no other representations or warranties with respect to this Termination Agreement and the transaction contemplated hereunder. 2 IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed as of the day and year first above written. SUPERIOR NATIONAL INSURANCE GROUP, INC. By: /S/ J. Chris Seaman --------------------------------------- Name: J. Chris Seaman Title: Executive Vice President and Chief Financial Officer Address for Notice: Superior National Insurance Group, Inc. 26601 Agoura Road Calabasas, California 91302 Attention: William L. Gentz ALLSTATE INSURANCE COMPANY By: /S/ J. Loren Hall --------------------------------------- Name: J. Loren Hall Title: Authorized Signatory By: /S/ Michael P. Curran --------------------------------------- Name: Michael P. Curran Title: Authorized Signatory Address for Notice: Allstate Insurance Company 2775 Sanders Road, Suite A3 Northbrook, Illinois 60062-6127 Attention: Caryn E. Hank, Strategic Development Manager with a copy to Allstate Insurance Company Investment law Department 3075 Sanders Road, Suite G5A Northbrook, Illinois 60062-7127 Attention: Elizabeth J. Lapham, Esq. DITO-DEVCAR CORPORATION, DITO CAREE LIMITED PARTNERSHIP, a Nevada corporation a Nevada limited partnership By: GAMEBUSTERS, INC. a Nevada corporation Its:General Partner By:/S/ David B. Hehn By: /S/ David B. Hehn ---------------------------- ---------------------------- Name: DAVID B. HEHN Name: DAVID B. HEHN Title: President Title: President -2- 3 PRAC LIMITED PARTNERSHIP, a Nevada limited partnership By: Somme, Inc. a Nevada corporation Its: General Partner By:/S/ David B. Hehn ---------------------------- Name: DAVID B. HEHN Title: President /S/ Richard H. Pickup ------------------------------------- RICHARD H. PICKUP, in his capacity as Trustee of: Pickup Family Trust, TMP Charitable Unitrust, and DRP Charitable Unitrust Address for Notices for: Dito-Devcar Corporation, Dito Caree Limited Partnership Prac Limited Partnership 3753 Howard Hughes Parkway, Suite 200 Las Vegas, Nevada 89109 Address for Notices for: Pickup Family Trust TMP Charitable Unitrust DRP Charitable Unitrust c/o Wedbush Morgan Securities 610 Newport Center Drive, Suite 1300 Newport Beach, California 92660 Attention: Mr. Richard H. Pickup -3- -----END PRIVACY-ENHANCED MESSAGE-----