1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
RISCORP, INC.
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(Name of Issuer)
RISCORP, INC.
GRYPHUS COMPANY I
GRYPHUS COMPANY II
THE RISCORP GROUP HOLDING COMPANY, LIMITED PARTNERSHIP
WILLIAM D. GRIFFIN FAMILY LIMITED PARTNERSHIP
GRIFFIN ACQUISITION CORP.
WILLIAM D. GRIFFIN
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(Name of Person(s) Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
767597107
(CUSIP Number of Class of Securities)
WALTER E. RIEHEMANN GRYPHUS COMPANY I WILLIAM D. GRIFFIN
RISCORP, INC. GRYPHUS COMPANY II GRIFFIN ACQUISITION CORP.
2 NORTH TAMIAMI TRAIL, SUITE 608 THE RISCORP GROUP HOLDING COMPANY, P.O. BOX 728
SARASOTA, FLORIDA 34236-5642 LIMITED PARTNERSHIP SARASOTA, FLORIDA 34236
(941) 366-5015 WILLIAM D. GRIFFIN FAMILY LIMITED (941) 316-6800
PARTNERSHIP
BANK OF AMERICA CENTER, SUITE 850
101 CONVENTION CENTER DRIVE
LAS VEGAS, NEVADA 89109
(702) 598-3738
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
J. VAUGHAN CURTIS, ESQ. EDWARD J. HAWIE ESQ.
ALSTON & BIRD LLP KING & SPALDING
ONE ATLANTIC CENTER 191 PEACHTREE STREET
1201 WEST PEACHTREE STREET ATLANTA, GEORGIA 30303-1763
ATLANTA, GEORGIA 30309-3424 (404) 572-4600
(404) 881-7000
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$40,637,212.35 $8,127.45
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Amount previously paid: $8,127.45 Filing party: RISCORP, Inc.
Form or Registration no.: Schedule 14A Preliminary Proxy Statement Date filed: December 23, 1999
* For purposes of calculation of the filing fee only. This calculation assumes
the purchase of 14,258,671 shares of Class A Common Stock of RISCORP, Inc. at
$2.85 per share in cash. The amount of the filing fee, calculated in accordance
with Rule 0-11(c)(1) promulgated under the Securities Exchange Act of 1934, as
amended, equals 1/50 of one percent of the value of the maximum number of shares
proposed to be purchased as described in the Proxy Statement.
SCHEDULE 13E-3
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule
13E-3 as so amended (this "Transaction Statement") filed pursuant to Section
13(e) of the Securities Exchange Act of 1934, as amended, relates to a Plan and
Agreement of Merger (the "Merger Agreement"), dated as of November 3, 1999 and
as amended by that certain First Amendment to Plan and Agreement of Merger dated
April 20, 2000 and that certain Second Amendment to Plan and Agreement of Merger
dated May 10, 2000 (the "Amendments"), by and among Griffin Acquisition Corp., a
Florida corporation ("Acquisition Corp."), William D. Griffin, an individual
resident of the State of Florida ("Mr. Griffin"), and RISCORP, Inc., a Florida
corporation (the "Company"). Pursuant to the Merger Agreement, among other
things, (a) Acquisition Corp. will be merged with and into the Company (the
"Merger" or the "Transaction"), with the Company being the surviving
corporation, (b) each outstanding share of Class A Common Stock of the Company
will be converted into the right to receive $2.85 in cash, without interest and
less any required withholding taxes, subject to adjustment as provided in the
Merger Agreement, (c) each outstanding share of Class B Common Stock of the
Company will remain outstanding, and (d) each outstanding share of Acquisition
Corp. Common Stock shall be converted into a share of Class B Common Stock. The
Merger Agreement, as amended, and the Merger have already been approved by the
board of directors of each of the corporations that are parties to the Merger
Agreement and are subject to the approval of the shareholders of the Company at
a Special Meeting of Shareholders that the Company currently anticipates will be
held in June 21, 2000.
The terms and conditions of the Merger Agreement, as amended, are
described in the proxy statement (the "Proxy Statement") filed herewith as
Exhibit (d)(1). Copies of the Merger Agreement and the Amendments are annexed to
the Proxy Statement as Appendices A, B and C, respectively, thereto and are
incorporated by reference in Item 17(c) to this Transaction Statement. The
responses and cross-references presented in the following table are supplied
pursuant to General Instruction F to Schedule 13E-3 and show the locations in
the Proxy Statement (including all appendices thereto) of the information
required to be included in response to the items of this Transaction Statement.
The information in the Proxy Statement, including all exhibits thereto, is
hereby expressly incorporated herein by reference and the responses to each item
in this Transaction Statement are qualified in their entirety by the information
contained in the Proxy Statement and the exhibits thereto.
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CROSS REFERENCE SHEET
SCHEDULE 13E-3 ITEM: LOCATION IN THE PROXY STATEMENT:
Item 1(a) "INTRODUCTION -- General" and "THE PARTIES --
RISCORP"
Item 1(b) "SUMMARY -- Voting," "THE MEETING -- Record Date;
Shares Outstanding and Entitled to Vote" and "MARKET
FOR RISCORP'S CLASS A COMMON STOCK AND RELATED
SHAREHOLDER MATTERS"
Item 1(c) and (d) "MARKET FOR RISCORP'S CLASS A COMMON STOCK AND
RELATED SHAREHOLDER MATTERS"
Item 1(e) **
Item 1(f) **
Item 2(a)--(d) and (g) "INTRODUCTION -- General," "SUMMARY -- The Parties,"
"THE PARTIES - RISCORP" and "THE PARTIES --
William D. Griffin and Acquisition Corp."
Item 2(e)--(f) "THE PARTIES -- RISCORP," "THE PARTIES -- William D.
Griffin and Acquisition Corp." and "THE PARTIES --
History of RISCORP and Reasons for the Merger"
Item 3(a)(1) "THE PARTIES -- Certain Transactions"
Item 3(a)(2) "INTRODUCTION -- Matters to be Considered at the
Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote;
Voting Agreement," "SUMMARY - Conflicts of
Interest," "SUMMARY -- Certain Effects of the
Merger," "THE MEETING - Matters to be Considered,"
"THE MEETING -- Required Vote; Voting Agreement,"
"THE PARTIES - History of RISCORP and Reasons for
the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS - Recommendation of the
Board of Directors," "SPECIAL FACTORS - Consequences
to Shareholders if the Merger is Not Approved,"
"SPECIAL FACTORS -- Recommendation of Mr. Griffin,
Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company,
Limited Partnership and William D. Griffin Family
Limited Partnership," "SPECIAL FACTORS -- Certain
Effects of the Merger," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE
MERGER," APPENDIX A -- "Plan and Agreement of
Merger" and APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger"
Item 3(b) "THE PARTIES - History of RISCORP and Reasons for
the Merger," "SPECIAL FACTORS -- Background of the
Merger," "SPECIAL FACTORS - Recommendation of the
Board of Directors," "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp.,
Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership,"
"SPECIAL FACTORS -- Certain Effects of the Merger"
and "SPECIAL FACTORS -- Interests of Certain Persons
in the Merger"
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Item 4(a) "INTRODUCTION -- Matters to be Considered at the
Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Merger
Consideration," "SUMMARY -- Certain Effects of the
Merger," "SUMMARY - Conditions to the Merger,"
"SUMMARY -- Termination of the Merger Agreement,"
"SPECIAL FACTORS -- Certain Effects of the Merger,"
"THE MERGER," APPENDIX A -- "Plan and Agreement of
Merger" and APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger"
Item 4(b) **
Item 5(a)--(g) "SUMMARY -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Operations of RISCORP Following the
Merger," "THE MERGER -- Terms of the Merger,"
APPENDIX A -- "Plan and Agreement of Merger" and
APPENDIX C -- "Second Amendment to Plan and
Agreement of Merger"
Item 6(a) "INTRODUCTION -- Matters to be Considered at the
Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Merger
Consideration," "SUMMARY -- Financing of the
Merger," "SPECIAL FACTORS - Certain Effects of the
Merger," "SPECIAL FACTORS -- Financing and Expenses
of the Merger," "THE MERGER - Terms of the Merger,"
"THE MERGER -- Merger Consideration," APPENDIX A
-- "Plan and Agreement of Merger" and APPENDIX C --
"Second Amendment to Plan and Agreement of Merger"
Item 6(b) "SUMMARY -- Financing of the Merger," "THE MEETING
-- Proxy Solicitation," "SPECIAL FACTORS - Financing
and Expenses of the Merger" and "THE MERGER --Merger
Consideration"
Item 6(c) and (d) **
Item 7(a)--(c) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Recommendation of the
Board of Directors," "THE PARTIES -- History of
RISCORP and Reasons for the Merger," "SPECIAL
FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Recommendation of the Board of Directors"
and "SPECIAL FACTORS -- Recommendation of Mr.
Griffin, Acquisition Corp., Gryphus Company I,
Gryphus Company II, The RISCORP Group Holding
Company, Limited Partnership and William D. Griffin
Family Limited Partnership"
Item 7(d) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Merger Consideration,"
"SUMMARY -- Conflicts of Interest," "Summary --
Certain Effects of the Merger," "SUMMARY -- Federal
Income Tax Consequences of the Merger," "THE PARTIES
-- History of RISCORP and Reasons for the Merger,"
"SPECIAL FACTORS - Background of the Merger,"
"SPECIAL FACTORS - Recommendation of the Board of
Directors," "SPECIAL FACTORS - Certain Effects of
the Merger," "SPECIAL FACTORS -- Interests of
Certain Persons in the Merger," "SPECIAL FACTORS --
Federal Income Tax Consequences," "THE MERGER,"
"PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL
MEETING," APPENDIX A -- "Plan and Agreement of
Merger" and APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger"
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Item 8(a) and (b) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY - Recommendation of the Board
of Directors," "THE PARTIES -- History of RISCORP
and Reasons for the Merger," "SPECIAL FACTORS --
Recommendation of the Board of Directors" and
"SPECIAL FACTORS -- Recommendation of Mr. Griffin,
Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company,
Limited Partnership and William D. Griffin Family
Limited Partnership"
Item 8(c) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "SUMMARY - Conditions to the Merger,"
"THE MEETING -- Required Vote; Voting Agreement,"
"THE MERGER -- Conditions to the Merger,"
APPENDIX A -- "Plan and Agreement of Merger," and
APPENDIX C -- "Second Amendment to Plan and
Agreement of Merger"
Item 8(d) and (e) "SUMMARY - Recommendation of the Board of
Directors," "SPECIAL FACTORS Background of the
Merger," and "SPECIAL FACTORS - Recommendation of
the Board of Directors"
Item 8(f) **
Item 9(a) "SUMMARY - Recommendation of the Board of
Directors," "SPECIAL FACTORS - Background of the
Merger," "SPECIAL FACTORS -- Recommendation of the
Board of Directors" and "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp.,
Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership"
Item 9(b) and (c) **
Item 10(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "THE MEETING -- Required Vote; Voting
Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT"
Item 10(b) **
Item 11 "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "SUMMARY -- Conflicts of Interest," "THE
MEETING -- Required Vote; Voting Agreement," "THE
PARTIES -- History of RISCORP and Reasons for the
Merger," "SPECIAL FACTORS -- Consequences to
Shareholders if the Merger is Not Approved,"
"SPECIAL FACTORS -- Interests of Certain Persons in
the Merger," "THE MERGER," APPENDIX A -- "Plan and
Agreement of Merger" and APPENDIX C -- "Second
Amendment to Plan and Agreement of Merger"
Item 12(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting
Agreement," "THE MEETING -- Required Vote; Voting
Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT"
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Item 12(b) "SUMMARY -- Recommendation of the Board of
Directors,"THE MEETING -- Required Vote; Voting
Agreement," "SPECIAL FACTORS -- Recommendation of
the Board of Directors" and "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp.,
Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership"
Item 13(a) "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Dissenters' Rights of
Appraisal," "THE MEETING -- Votes Required; Voting
Agreement," "THE MERGER -- Dissenters' Rights of
Appraisal" and APPENDIX D -- "Florida Statutes
Describing Shareholder Appraisal Rights"
Item 13(b) and (c) **
Item 14(a) "AVAILABLE INFORMATION," "SELECTED FINANCIAL DATA,"
"INCORPORATION BY REFERENCE" and APPENDIX E --
"RISCORP, Inc. Annual Report on Form 10K/A for the
year ended December 31, 1999, as filed with the
Securities and Exchange Commission on April 20,
2000"
Item 14(b) "SELECTED FINANCIAL DATA"
Item 15(a) "SUMMARY -- Certain Effects of the Merger," "THE
MEETING -- Proxy Solicitation," "SPECIAL FACTORS --
Certain Effects of the Merger," "SPECIAL FACTORS --
Financing and Expenses of the Merger" and "THE
MERGER"
Item 15(b) "THE MEETING -- Proxy Solicitation"
Item 16 The Proxy Statement and its Appendices in their
entirety.
Item 17(a) **
Item 17(b) **
Item 17(c)--(d) *
Item 17(f) **
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* Information is contained in this Statement
** Not applicable
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of equity securities which is the
subject of the Rule 13e-3 transaction is the Company. The address of the
Company's principal executive offices is 2 North Tamiami Trail, Suite 608,
Sarasota Florida 34234-5642.
(b) The information set forth in "SUMMARY -- Voting," "THE
MEETING -- Record Date; Shares Outstanding and Entitled to Vote" AND "MARKET
FOR RISCORP'S CLASS A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" of the Proxy
Statement is incorporated herein by reference.
(c) and (d) The information set forth in "MARKET FOR RISCORP'S CLASS
A COMMON STOCK AND RELATED SHAREHOLDER MATTERS" of the Proxy Statement is
incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This statement is being filed by the Company, the
issuer of the class of equity securities which is the subject of the Rule 13e-3
transaction, by Gryphus Company I, Gryphus Company II, The RISCORP Holding
Company, Limited Partnership, William D. Griffin Family Limited Partnership,
Griffin Acquisition Corp. and William D. Griffin. The information set forth in
"INTRODUCTION -- General," SUMMARY -- The Parties," "THE PARTIES -- RISCORP" and
"THE PARTIES -- William D. Griffin and Acquisition Corp." of the Proxy Statement
is incorporated herein by reference.
(e)-(f) The information set forth in "THE PARTIES -- RISCORP," "THE
PARTIES -- William D. Griffin and Acquisition Corp." and "THE PARTIES -- History
of RISCORP and Reasons for the Merger" of the Proxy Statement is incorporated
herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in "THE PARTIES -- Certain
Transactions" of the Proxy Statement is incorporated herein by reference.
(a)(2) The information set forth in "INTRODUCTION -- Matters to be
Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY --
Conflicts of Interest," "SUMMARY -- Certain Effects of the Merger," "THE MEETING
- --Matters to be Considered," "THE MEETING -- Required Vote; Voting Agreement,"
"SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS - Recommendation
of the Board of Directors," "SPECIAL FACTORS -- Consequences to the Shareholders
if the Merger is Not Approved," "SPECIAL FACTORS -- Recommendation of Mr.
Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The RISCORP
Group Holding Company, Limited Partnership and William D. Griffin Family Limited
Partnership," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A
- -- "Plan and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan
and Agreement of Merger" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "THE PARTIES -- History of RISCORP
and Reasons for the Merger," "SPECIAL FACTORS -- Background of
the Merger," "SPECIAL FACTORS -- Recommendation of the Board of Directors,"
"SPECIAL FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus
Company I, Gryphus Company II, The RISCORP Group Holding Company, Limited
Partnership and William D. Griffin Family Limited Partnership," "SPECIAL FACTORS
- -- Certain Effects
8
of the Merger" and "SPECIAL FACTORS -- Interests of Certain Persons in
the Merger," of the Proxy Statement is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "INTRODUCTION -- Matters to be
Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY --Certain Effects of
the Merger," "SUMMARY -- Conditions to the Merger," "SUMMARY -- Termination of
the Merger Agreement," "SPECIAL FACTORS - Certain Effects of the Merger," "THE
MERGER," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C -- "Second
Amendment to Plan and Agreement of Merger" of the Proxy Statement is
incorporated herein by reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)--(g) The information set forth in "SUMMARY -- Certain Effects of
the Merger," "SPECIAL FACTORS -- Certain Effects of the Merger," "SPECIAL
FACTORS -- Operations of RISCORP Following the Merger," "THE MERGER -- Terms of
the Merger," APPENDIX A -- "Plan and Agreement of Merger" and APPENDIX C --
"Second Amendment to Plan and Agreement of Merger" of the Proxy Statement is
incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "INTRODUCTION -- Matters to be
Considered at the Special Meeting," "QUESTIONS AND ANSWERS ABOUT THE PROPOSED
TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Financing of the
Merger," "SPECIAL FACTORS - Certain Effects of the Merger," "SPECIAL FACTORS --
Financing and Expenses of the Merger," "THE MERGER - Terms of the Merger," "THE
MERGER -- Merger Consideration," APPENDIX A -- "Plan and Agreement of Merger"
and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "SUMMARY -- Financing of the
Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Financing and
Expenses of the Merger" and "THE MERGER -- Merger Consideration" of the Proxy
Statement is incorporated herein by reference.
(c) and (d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)--(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT
THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of
Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger,"
"SPECIAL FACTORS -- Background of the Merger," "SPECIAL FACTORS --
Recommendation of the Board of Directors" and "SPECIAL FACTORS -- Recommendation
of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus Company II, The
RISCORP Group Holding Company, Limited Partnership and William D. Griffin Family
Limited Partnership" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Merger Consideration," "SUMMARY -- Conflicts
of Interest," "SUMMARY -- Certain Effects of the Merger," "SUMMARY -- Federal
Income Tax Consequences of the Merger," "THE PARTIES -- History of RISCORP and
Reasons for the Merger," "SPECIAL FACTORS - Background of the Merger," "SPECIAL
FACTORS - Recommendations of the Board of Directors," "SPECIAL FACTORS --
Certain
9
Effects of the Merger," "SPECIAL FACTORS -- Interests of Certain Persons in the
Merger," "SPECIAL FACTORS -- Federal Income Tax Consequences," "THE MERGER,"
"PROPOSALS OF SHAREHOLDERS FOR THE NEXT ANNUAL MEETING," and APPENDIX A -- "Plan
and Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and
Agreement of Merger" of the Proxy Statement is incorporated herein by
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) and (b) The information set forth in "QUESTIONS AND ANSWERS
ABOUT THE PROPOSED TRANSACTION," "SUMMARY -- Recommendation of the Board of
Directors," "THE PARTIES -- History of RISCORP and Reasons for the Merger,"
"SPECIAL FACTORS -- Recommendation of the Board of Directors" and "SPECIAL
FACTORS -- Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I,
Gryphus Company II, The RISCORP Group Holding Company, Limited Partnership and
William D. Griffin Family Limited Partnership" of the Proxy Statement is
incorporated herein by reference.
(c) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY --
Conditions to the Merger," "THE MEETING -- Required Vote; Voting Agreement,"
"THE MERGER -- Conditions to the Merger," APPENDIX A -- "Plan and Agreement of
Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement of Merger" of
the Proxy Statement is incorporated herein by reference.
(d) and (e) The information set forth in "SUMMARY -- Recommendation
of the Board of Directors," "SPECIAL FACTORS - Background of the Merger," and
"SPECIAL FACTORS -- Recommendation of the Board of Directors" of the Proxy
Statement is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in "SUMMARY -- Recommendation of the
Board of Directors," "SPECIAL FACTORS -- Background of the Merger," "SPECIAL
FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS --
Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company, Limited Partnership and William
D. Griffin Family Limited Partnership" of the Proxy Statement is incorporated
herein by reference.
(b) and (c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE
MEETING -- Required Vote; Voting Agreement," "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein
by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "SUMMARY --
Conflicts of Interest," "THE MEETING -- Required Vote; Voting Agreement," "THE
10
PARTIES -- History of RISCORP and Reasons for the Merger," "SPECIAL FACTORS --
Consequences to Shareholders if the Merger is Not Approved," "SPECIAL FACTORS --
Interests of Certain Persons in the Merger," "THE MERGER," APPENDIX A "Plan and
Agreement of Merger" and APPENDIX C -- "Second Amendment to Plan and Agreement
of Merger" of the Proxy Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Required Vote; Voting Agreement," "THE
MEETING -- Required Vote; Voting Agreement" and "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement is incorporated herein
by reference.
(b) The information set forth in "SUMMARY -- Recommendation of the
Board of Directors," "THE MEETING -- Required Vote; Voting Agreement," "SPECIAL
FACTORS -- Recommendation of the Board of Directors" and "SPECIAL FACTORS -- The
Recommendation of Mr. Griffin, Acquisition Corp., Gryphus Company I, Gryphus
Company II, The RISCORP Group Holding Company, Limited Partnership and William
D. Griffin Family Limited Partnership" of the Proxy Statement is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "QUESTIONS AND ANSWERS ABOUT THE
PROPOSED TRANSACTION," "SUMMARY -- Dissenters' Rights of Appraisal," "THE
MEETING -- Votes Required; Voting Agreement," "THE MERGER --Dissenters' Rights
of Appraisal" and APPENDIX D -- "Florida Statutes Describing Shareholder
Appraisal Rights" of the Proxy Statement is incorporated herein by reference.
(b) and (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "AVAILABLE INFORMATION," "SELECTED
FINANCIAL DATA," "INCORPORATION BY REFERENCE" and APPENDIX E -- "RISCORP, Inc.
Annual Report on Form 10K/A for the year ended December 31, 1999, as filed with
the Securities and Exchange Commission on April 20, 2000" of the Proxy Statement
is incorporated herein by reference.
(b) The information set forth in "SELECTED FINANCIAL DATA" of the
Proxy Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "SUMMARY -- Certain Effects of the
Merger," "THE MEETING -- Proxy Solicitation," "SPECIAL FACTORS -- Certain
Effects of the Merger," "SPECIAL FACTORS -- Financing and Expenses of the
Merger" and "THE MERGER" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth in "THE MEETING -- Proxy Solicitation"
of the Proxy Statement is incorporated herein by reference.
11
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and the Appendices
attached thereto is incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c)(1) Plan and Agreement of Merger, dated as of November 3, 1999
by and among Griffin Acquisition Corp., William D. Griffin
and the Company (attached as Appendix A to the Proxy
Statement).
(c)(2) First Amendment to Plan and Agreement of Merger, dated
April 20, 2000, by and among Griffin Acquisition Corp.,
William D. Griffin and RISCORP, Inc. (Attached as Appendix
B to the Proxy statement.)
(c)(3) Second Amendment to Plan and Agreement of Merger, dated May
10, 2000, by and among Griffin Acquisition Corp., William D.
Griffin and RISCORP, Inc. (Attached as Appendix C to the
Proxy Statement.)
(c)(4) Voting Agreement, dated as of November 3, 1999, by and among
the Company, William D. Griffin, The RISCORP Group Holding
Company Limited Partnership, William D. Griffin Family
Limited Partnership, Charlotte K. Griffin Trust Number 3,
Anna F. Griffin Trust Number 3 and John Ford Griffin Trust
Number 3 (attached as Exhibit A to Appendix A to the Proxy
Statement).
(d)(1) Definitive Proxy Statement dated May 10, 2000.
(d)(2) Notice of Special Meeting of Shareholders (included in Proxy
Statement).
(d)(3) Proxy Card attached to the Proxy Statement.
(d)(4)* Press Release issued by the Company on November 4, 1999.
(d)(5) President's Letter to Shareholders (included in Proxy
Statement).
(e) Text of Sections 607.1301, 607.1302 and 607.1320 of the
Florida Business Corporation Act (attached as Appendix D to
the Proxy Statement).
(f) Not Applicable.
* Previously filed.
12
SIGNATURE
After due 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.
RISCORP, INC.
By: /s/ Walter E. Riehemann
--------------------------------
Walter E. Riehemann
President
May 10, 2000
13
SIGNATURE
After due 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.
THE RISCORP GROUP HOLDING COMPANY, LIMITED PARTNERSHIP
By: Gryphus Company I
By: /s/ William D. Griffin
---------------------------------
William D. Griffin
President
May 10, 2000
14
SIGNATURE
After due 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.
WILLIAM D. GRIFFIN FAMILY LIMITED PARTNERSHIP
By: Gryphus Company II
By: /s/ William D. Griffin
----------------------------------
William D. Griffin
President
May 10, 2000
15
SIGNATURE
After due 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.
GRIFFIN ACQUISITION CORP.
By: /s/ William D. Griffin
-------------------------------
William D. Griffin
President
May 10, 2000
16
SIGNATURE
After due 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.
WILLIAM D. GRIFFIN
/s/ William D. Griffin
------------------------------------
William D. Griffin
May 10, 2000
17
SIGNATURE
After due 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.
GRYPHUS COMPANY I
By: /s/ William D. Griffin
-----------------------------------
William D. Griffin
President
May 10, 2000
18
SIGNATURE
After due 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.
GRYPHUS COMPANY II
By: /s/ William D. Griffin
-----------------------------------
William D. Griffin
President
May 10, 2000