UNITED STATES 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) May 20, 1996 ----------------------------- PAC RIM HOLDING CORPORATION - ------------------------------------------------------------------------------ DELAWARE 0-18779 95-4105740 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6200 Canoga Avenue, Woodland Hills, California 91367-2402 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (818) 226-6200 --------------------------- - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. Mr. Robert M. Anderson, Chairman of the Board of Directors of Registrant, a director of Registrant, and a director of Registrant's wholly-owned subsidiary, The Pacific Rim Assurance Company, tendered his resignation as Chairman of the Registrant and its subsidiary, The Pacific Rim Assurance Company, on May 20, 1996, which resignation was accepted by the Boards of Directors of Registrant and its subsidiary on May 20, 1996. Mr. Timothy R. Busch, an existing member of the Board of Directors of Registrant (and a Director of The Pacific Rim Assurance Company) was elected as "Interim Chairman" of the Board of Directors of Registrant effective May 20, 1996. The vacancy created by Mr. Anderson's resignation upon the Boards of Directors of Registrant and its subsidiary, The Pacific Rim Assurance Company, is anticipated to be filled in connection with the Registrant's annual meeting of stockholders, to be held on July 10, 1996. Mr. Anderson advised Registrant that the reason for his resignation was a requirement to devote his full time and attention to his other business endeavors. Mr. Anderson has neither expressed nor stated any form of disagreement with Registrant relating to its operations, policies, or practices as the reason for his resignation in writing or otherwise, and Registrant has no reason to believe any form of disagreement exists. The Registrant has provided notification of this event by means of a press release, a copy of which is attached hereto as Exhibit 5.1. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. EXHIBITS 5.1 Press Release dated May 23, 1996 3 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PAC RIM HOLDING CORPORATION, a Delaware Corporation Dated May 23, 1996 By: /s/ Paul W. Craig ---------------------------------------- Paul W. Craig, Executive Vice President Chief Financial Officer 4 EXHIBIT INDEX EXHIBIT DESCRIPTION SEQUENTIALLY NUMBERED NUMBER PAGE 5.1 Press Release dated May 23, 1996 5