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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-25984
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: September 30, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Superior National Insurance Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
26601 Agoura Road
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Address of Principal Executive Office (Street and Number)
Calabasas, CA 91302
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
See Exhibit 1
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Dana M. Warren 818 706-1800
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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Superior National Insurance Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 13, 1996 By /s/ J. CHRIS SEAMAN
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Executive Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
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Exhibit 1
Part III - Narrative
Superior National Insurance Group, Inc. (the "Company") has agreed to
acquire Pac Rim Holding Corporation ("Pac Rim") by paying approximately $54
million in cash for all of the outstanding securities of Pac Rim. The Company,
on or before November 12, 1996, mailed to its shareholders a proxy statement
requesting approval of a private equity placement that in part will finance the
acquisition of Pac Rim. In accordance with Item 14 of Schedule 14A, certain
pro forma financial information was provided to the shareholders of the
Company. In order that the proxy statement would be mailed sufficiently in
advance of the special meeting of shareholders scheduled to approve the equity
placement, the Company's shareholders were provided with pro forma financial
information with respect to the Company and Pac Rim through the six month
period ending June 30, 1996.
The Company believes that it is in the best interest of its shareholders
that the "Management's Discussion and Analysis" section of its report on Form
10-Q for the quarter ended September 30, 1996, contain, in addition to analysis
of the Company's own results, a review of pro forma financial information that
assumes the acquisition of Pac Rim, for the nine month period ending September
30, 1996. Only by providing management's discussion and analysis of any trends
or effects that are apparent from a comparison of the pro forma financial
information for the six month period ending June 30, 1996 and the nine month
period ending September 30, 1996, will the Company's shareholders (who, assuming
completion of the acquisition of Pac Rim, will be the owners of Pac Rim's
business) have the views of the Company's management on the performance of the
combined companies.
The Company therefore intends to complete its Form 10-Q, including in it
a discussion of the pro forma financial data with respect to Pac Rim, as soon as
Pac Rim's Form 10-Q for the period ending September 30, 1996 is made available
to the Company in the form filed with the Securities and Exchange Commission
("SEC"). The Company regularly mails a quarterly "Report to Shareholders,"
containing information of the type provided on Form 10-Q. The Company intends to
deliver to its shareholders such a quarterly report with respect to the Form
10-Q that is the subject of this Form 12b-25. The Company believes that such a
report is the most effective manner of conveying to its shareholders the pro
forma financial information and discussion referenced above.
Because Pac Rim's Form 10-Q will not be available in the form filed
with the SEC until, or immediately prior to, the due date for the Company's Form
10-Q, the Company would be faced with
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unreasonable effort and expense in attempting to take the Pac Rim information,
prepare pro forma statements and analysis, and have the report prepared in
EDGAR format prior to the filing due date.
The Company anticipates that its Form 10-Q, including all pro forma
financial information, will be filed with the SEC no later than November 19,
1996.