SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PAC RIM HOLDING CORPORATIION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
(4) Share ownership as represented to the Company by Mr. Pickup. On March 29,
1996, Mr. Pickup filed an Amendment to Statement on Schedule 13D with the
Securities and Exchange Commission with respect to his beneficial ownership
and control of shares of Common Stock of the Company.
During the period July 1, 1995 through May 31, 1996, Mr. Pickup increased
his beneficial share ownership by 362,500 shares, or 3.80% of the total class.
Mr. Pickup, in addition to the beneficial ownership and control of common
stock of the Company as reported in an Amendment to Statement of Schedule 13D as
filed with the Securities and Exchange Commission does, in addition, control
PRAC, Ltd., which entity holds a majority interest in the Series A Convertible
Debentures, issued by the Company. Pursuant to certain rights granted to PRAC,
Ltd. as Debenture Holder, Mr. Pickup may indirectly designate the election of up
to three directors seated on the Company's five person Board of Directors. Mr.
Pickup may therefore effectively seat a majority of the Company's Board of
Directors by exercising rights held by PRAC, Ltd. under the Series A Convertible
Debentures, or by voting common stock of the Company beneficially owned or
controlled by Mr. Pickup for one or more other directors.
The Convertible Debenture Agreement also provided for the issuance to the
Investor of detachable warrants (the "Warrants") to acquire 1,500,000 shares of
the Company's Common Stock at an exercise price of $2.50 per share (the "Series
1 Warrants"), 1,500,000 shares at an exercise price of $3.00 per share (the
"Series 2 Warrants"), and 800,000 shares at an exercise price of $3.50 per share
(the "Series 3 Warrants"). The Warrants expire on August 16, 1999, and the
exercise price of the Warrants is subject to downward adjustment in the event of
adverse development in the Company's December 31, 1994 loss and allocated loss
adjustment expense reserves related to the 1992 and 1993 accident years,
measured as of June 30, 1996. Under the terms of the Debenture Agreement, the
maximum adverse development that would impact the exercise price of the Warrants
is $20,000,000. In the event that the adverse development of reserves for those
periods exceeds $20,000,000, the exercise price of the Series 1 Warrants would
be reduced to $0.01, and the exercise price of the Series 2 Warrants would be
reduced to $1.39 per share.
The Company knows of no arrangements, including any pledges by any person
of its securities, the operation of which may at a subsequent date result in a
change in control of the Company.
The following table sets forth certain information regarding the shares of
the Company's Common stock beneficially owned as of May 31, 1996 by all
directors, nominees, executive officers identified in the Summary Compensation
Table below, and all principal officers of the Company's subsidiary and
executive officers and directors of the Company as a group. Except as noted,
each person listed has sole voting and investment powers as to shares
beneficially owned by such person (other than shares subject to options).
Number of Shares Percent of
Name Beneficially Owned (1) Class (2)
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Stanley Braun 470,071(3) 4.82
Dennis J. Aigner 6,500 *
Timothy R. Busch 255,500(8)(13) 2.62
Dennis W. Harwood 113,500(9) 1.18
Richard H. Pickup 11,714,005(10)(11)(14) 62.40
Carl A. Strunk 211,500(8) 2.17
Paul W. Craig 51,000(4) *
Sandra L. Richards 45,400(5) *
Ronald J. Tonani 50,000(6) *
All officers and directors
as a group (9 persons) 12,917,476(7)(12)(10) 65.74
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SIGNATURES
Pursuant to the requirements of Section 14 of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
PAC RIM HOLDING CORPORATION, a
Delaware corporation
/s/ Paul W. Craig
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Paul W. Craig
Executive Vice President and
Chief Financial Officer
Date: June 28, 1996