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) SEPTEMBER 17, 1996
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PAC RIM HOLDING CORPORATION
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DELAWARE 0-18779 95-4105740
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
6200 CANOGA AVENUE, WOODLAND HILLS, CALIFORNIA 91367-2402
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (818) 226-6200
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(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT.)
ITEM 5: OTHER EVENTS
Pac Rim Holding Corporation, a Delaware corporation ("Registrant") did on
or about September 17, 1996 execute an Agreement and Plan of Merger with
Superior National Insurance Group, Inc., a California corporation, and SNTL
Acquisition Corp., a Delaware corporation (collectively "Superior"), pursuant to
the terms and provisions of which, subject to the fulfillment of certain
conditions, it is contemplated that the transaction shall occur and close on or
about February 1, 1997, or sooner. In the event that transaction is completed,
all of Registrant's issued and outstanding shares of common stock and "in the
money" stock options, together with its outstanding debentures and warrants,
shall be acquired and liquidated for cash consideration, which cash shall be
payable at close of the contemplated transaction.
Completion and close of the proposed transaction is subject to the
fulfillment and satisfaction of several conditions, including affirmative
stockholders' vote by common stockholders of both Superior and Registrant,
together with securing the consent and affirmative vote of holders of
outstanding Series A Convertible Debentures and Series 1, 2 and 3 Detachable
Warrants of Registrant. Registrant anticipates noticing and scheduling a special
stockholders meeting to vote upon the proposal later this year. The completion
of the transaction also shall be conditioned upon optaining certain regulatory
and governmental approvals, including approvals from the Departments of
Insurance in various states and jurisdictions in which Registrant and Superior
conduct insurance business. If the transaction shall close in accordance with
its terms, it is contemplated that a sum of between $3.00 and $3.10 shall be
payable for each share of outstanding common stock of Registrant. The price
payable per share to common stockholders may vary, based upon adjustments of the
warrant exercise price of outstanding warrants, which may be affected by loss
reserve adjustments that cannot be calculated until immediately preceding the
closing.
A copy of the Merger Agreement, as executed on September 17, 1996, is
attached as an exhibit to this Form 8-K. Said Agreement was executed following
receipt of an offer to Registrant, which offer was announced in a press release
dated September 16, 1996, a copy of which is attached hereto as an exhibit.
After consideration of the offer by the Board of Directors of Registrant, the
Agreement was executed, which event was subsequently announced in a press
release dated September 17, 1996, a copy of which is attached as an exhibit
hereto.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
5.1 Agreement and Plan of Merger dated September 17, 1996 by and between
Superior National Insurance Group, Inc.; a California corporation,
SNTL Acquisition Corp., a Delaware corporation, and Pac Rim Holding
Corporation, a Delaware corporation*
5.2 Press Release dated September 16, 1996
5.3 Press Release dated September 17, 1996
* The attached copy of the Plan of Merger and Acquisition does not, pursuant to
the terms and provisions of Regulation 229.601(b)(2), contain schedules attached
to the original Agreement, excepting there is attached to the Exhibit Index a
list which briefly identifies the contents of the omitted schedules. Registrant
agrees, upon request of the Securities and Exchange Commission, to
supplementally furnish a copy of any omitted schedule as identified on the list.
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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 October 2, 1996 By: /s/ Paul W. Craig
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Paul W. Craig
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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5.1 Agreement and Plan of Merger dated September 17,
1996 by and between Superior National Insurance
Group, Inc.; a California corporation, SNTL
Acquisition Corp., a Delaware corporation, and
Pac Rim Holding Corporation, a Delaware corporation*
5.2 Press Release dated September 16, 1996
5.3 Press Release dated September 17, 1996
* The attached copy of the Plan of Merger and Acquisition does not, pursuant to
the terms and provisions of Regulation 229.601(b)(2), contain schedules attached
to the original Agreement, excepting there is attached to this Exhibit Index a
list which briefly identifies the contents of the omitted schedules. Registrant
agrees, upon request of the Securities and Exchange Commission, to
supplementally furnish a copy of any omitted schedule as identified on the list.
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SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
SCHEDULE OF EXHIBITS TO
EXHIBIT 5.1 -- AGREEMENT AND PLAN OF MERGER
The following is a list and description of the Exhibits and Schedules
attached to the Agreement and Plan of Merger among Superior National Insurance
Group, Inc., SNTL Acquisition Corp. and Pac Rim Holding Corporation, dated
September 17, 1996.
Schedule 7.11(e): Description of Severance Program for Pac Rim employees.
Exhibit A: Certificate of Incorporation of SNTL Acquisition
Corporation.
Exhibit B: Bylaws of SNTL Acquisition Corporation.
Exhibit C: Series A Convertible Debentures and Series 1, 2 and 3
Detachable Warrants Purchase Agreement.
Exhibit D: Schedule of Options Outstanding under Pac Rim Stock Options
Plans Including Exercise Price and Vesting Status Thereof
(assuming a closing occurs).
Exhibit E: Series 3 Warrant Surrender Agreement.
Exhibit F: Chase Manhattan Bank Commitment Loan Letter.
Exhibit G: Executed Insurance Partners Stock Purchase Agreement.
Exhibit H: Voting Agreement.
Exhibit I: Compensation Plan for Senior Management.
Exhibit J: 1996 Annual Incentive Plan Document.
Exhibit K: Stanley Braun Employment Agreement and Amendments thereto.
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