SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 1998
RISCORP, INC.
(Exact name of registrant
as specified in its charter)
Florida 0-27462 65-0335150
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Sarasota Tower, Suite 608
Sarasota, Florida 34236
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 366-5015
N/A
(Former name or former address, if changed since last report)
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", "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 2. Acquisition or Disposition of Assets.
Pursuant to an Asset Purchase Agreement dated June 17, 1997, by and
among the Company, its subsidiaries, and Zenith Insurance Company ("Zenith"), a
wholly owned subsidiary of Zenith National Insurance Corp., the Company and its
subsidiaries sold substantially all their operating assets to Zenith. The
transaction was completed on April 1, 1998.
In accordance with the Asset Purchase Agreement, on April 2, 1998,
Zenith transferred $25.0 million to RISCORP and an additional $10.0 million into
an interest bearing escrow account as payment of the initial and minimum
purchase price. The final purchase price will be the excess, if any, of the book
value of the transferred assets over the transferred liabilities assumed by
Zenith at closing. On June 8, 1998, the Company's representative delivered to
Zenith a closing date balance sheet (the "Closing Balance Sheet") representing
the audited statement of transferred assets and transferred liabilities. The
Closing Balance Sheet indicated a final purchase price of approximately $141
million. The Closing Balance Sheet is subject to review by Zenith, and the
determination of the final purchase price is subject to a dispute resolution
process. Accordingly, the ultimate final purchase price has not yet been
determined, and may differ materially from the amount indicated by the Closing
Balance Sheet. The final purchase price, less the $35 million paid at closing,
will be payable in cash.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 7(b) is
incorporated herein by reference to Exhibit 99 hereto.
(c) Exhibits
2.1 Asset Purchase Agreement, dated June 17, 1997, among Zenith
Insurance Company and RISCORP, Inc., RISCORP Management
Services, Inc., RISCORP of Illinois, Inc., Independent
Association Administrators Incorporated, RISCORP Insurance
Services, Inc., RISCORP Management Care Services, Inc.,
CompSource, Inc., RISCORP Real Estate Holdings, Inc., RISCORP
Insurance Company, RISCORP West, Inc., RISCORP of Florida,
Inc., RISCORP Insurance Company, RISCORP Services, Inc.,
RISCORP Staffing Solutions Holding, Inc., RISCORP Staffing
Solutions, Inc. I, and RISCORP Staffing Solutions, Inc. II
(incorporated by reference to the Company's Proxy Statement
dated March 3, 1998).
99 Pro Forma Financial Information
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.
RISCORP, INC.
By: /s/ Walter E. Riehemann
Walter E. Riehemann
Secretary and Treasurer
Dated: June 15, 1998
EXHIBIT INDEX
Number Description
2.1 Asset Purchase Agreement, dated June 17, 1997, among Zenith
Insurance Company and RISCORP, Inc., RISCORP Management
Services, Inc., RISCORP of Illinois, Inc., Independent
Association Administrators Incorporated, RISCORP Insurance
Services, Inc., RISCORP Management Care Services, Inc.,
CompSource, Inc., RISCORP Real Estate Holdings, Inc., RISCORP
Insurance Company, RISCORP West, Inc., RISCORP of Florida,
Inc., RISCORP Insurance Company, RISCORP Services, Inc.,
RISCORP Staffing Solutions Holding, Inc., RISCORP Staffing
Solutions, Inc. I, and RISCORP Staffing Solutions, Inc. II.
(incorporated by reference to the Company's Proxy Statement
dated March 3, 1998).
99 Pro Forma Financial Information