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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, 1997
RISCORP, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-27462 65-0335150
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1390 Main Street, Sarasota, Florida 34236
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 951-2022
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N/A
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(Former name or former address, if changed since last report)
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This document contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.
The words "believe", "estimate", "expect", "intend", "anticipate", and similar
expressions and variations thereof identify certain of such forward-looking
statements, which speak only as of the dates on which they were made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
indicated in the forward-looking statements as a result of various factors.
Readers are cautioned not to place undue reliance on these forward-looking
statements.
ITEM 5. OTHER EVENTS.
Frederick M. Dawson has been named as the Chief Executive Officer of
RISCORP, Inc. (the "Company"). Mr. Dawson was also named a director of the
Company. The Company's former Chief Executive Officer, William D. Griffin, will
remain with the Company as a non-executive Chairman of the Board of Directors.
James A. Malone, L. Scott Merritt and Richard A. Halloy resigned as
members of the Company's Board of Directors. Mr. Malone will remain with the
Company as President and Chief Operating Officer and Mr. Merritt will also
remain with the Company as Senior Vice President, Chief Investment Officer and
Treasurer. Mr. Halloy has resigned as Senior Vice President of the Company.
Mr. Griffin entered into an agreement providing that until the earlier
to occur of: (a) the 1998 Annual Shareholders' Meeting, or (b) Mr. Dawson
ceasing to be Chief Executive Officer of the Company, he will not vote his
shares to elect to or remove from the Board of Directors any individual without
the unanimous approval of the other members of the Board of Directors. This
agreement also provides that Mr. Griffin will vote his shares in favor of the
election of himself, Mr. Dawson and the three current outside directors at the
Company's 1997 Annual Shareholder Meeting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No.
10.1 Directors Agreement among RISCORP, Inc., William D. Griffin,
Frederick M. Dawson, Seddon Goode, Jr., Walter L. Revell and
George E. Greene III.
10.2 Employment Agreement between RISCORP, Inc., RISCORP
Management Services, Inc. and Frederick M. Dawson.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 22, 1997 RISCORP, INC.
(Registrant)
By: /s/ Frederick M. Dawson
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Frederick M. Dawson, Chief
Executive Officer
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EXHIBIT INDEX
RISCORP, INC.
Current Report on Form 8-K
Dated May 22, 1997
EXHIBIT NO. DESCRIPTION
10.1 Directors Agreement among RISCORP, Inc., William D. Griffin,
Frederick M. Dawson, Seddon Goode, Jr., Walter L. Revell and
George E. Greene III.
10.2 Employment Agreement between RISCORP, Inc., RISCORP
Management Services, Inc. and Frederick M. Dawson.
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