8-K 1 e8-k.txt RISCORP, INC. 1 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): July 20, 2000 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) 2 North Tamiami Trail, Suite 608 Sarasota, Florida 34236-5642 -------------------------------------------------------------------------------- (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) 2 ITEM 5. OTHER EVENTS. On July 21, 2000, RISCORP, Inc. issued a press release announcing that its shareholders had approved the amended plan and agreement of merger with Griffin Acquisition Corp., a company controlled by William D. Griffin, the majority shareholder of RISCORP, and that the parties had closed the merger and related transactions. As a result of the merger, holders of the Class A Common Stock will receive $3.075 per share in cash, plus a contingent right to an additional pro rata cash amount if RISCORP recovers any amounts from Zenith Insurance Company in connection with the litigation currently pending between the parties. RISCORP intends to terminate its duty to file reports under the Securities Exchange Act of 1934, as amended by filing a Form 15 with the Securities and Exchange Commission. As part of the consummation of such merger, the Board of Directors of RISCORP have resigned. As a consequence of such Merger, William D. Griffin, his affiliates and certain trusts created for the benefit of Mr. Griffin's children own all of the issued and outstanding capital stock of RISCORP. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this Report:

Exhibit No. Description ----------- ----------- 2.1 Third Amendment to Plan and Agreement of Merger, dated June 28, 2000, among Griffin Acquisition Corp., a Florida corporation, William D. Griffin, an individual resident of the State of Florida, and RISCORP, Inc., a Florida corporation. 99.1 Press Release dated ~~June~~July 2821, 2000.

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 President Dated: July 20, 2000 -2-

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