<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 1996

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from  _____________ to _____________


Commission file number 0-18779

                          PAC RIM HOLDING CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                               95-4105740
 ------------------------------                             ------------------
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

  6200 CANOGA AVENUE, WOODLAND HILLS, CALIFORNIA                  91367
  -----------------------------------------------------------------------
    (Address of principal executive offices)                    (Zip Code)


                                     (818) 226-6200
               --------------------------------------------------
              (Registrant's telephone number, including area code)


 -----------------------------------------------------------------------------
(Former name, former address, former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes  X     No
                                        -----     -----     

The number of shares of Registrant's Common Stock, $.01 par value, outstanding
as of November 13, 1996, was 9,528,200.

                                       1
<PAGE>
 
                          PAC RIM HOLDING CORPORATION

                               INDEX TO FORM 10-Q

                         Part I.  FINANCIAL INFORMATION
                         ------------------------------
<TABLE> 
<CAPTION>                                         
                                                        Page No.
                                                        --------
<S>       <C>                                          <C>  
Item 1.   Financial Statements:

          Consolidated Balance Sheets
               September 30, 1996 (Unaudited)
               and December 31, 1995                          3
 
          Consolidated Statements of Operations
               Three months ended September 30, 1996 and
               1995 (Unaudited) and nine months ended
               September 30, 1996 and 1995 (Unaudited)        4
 
          Consolidated Statements of Cash Flows
               Nine months ended September 30, 1996
               and 1995  (Unaudited)                          5
 
          Notes to Unaudited Consolidated Financial
               Statements                                     6
 
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                10

                          Part II.  OTHER INFORMATION
                          ---------------------------

Item 6.   Exhibits and Reports on Form 8-K                    20

          Signatures                                          21

</TABLE> 

                                       2
<PAGE>
                  PAC RIM HOLDING CORPORATION AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS
            (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,               DECEMBER 31,
                                                                         1996                       1995    
                                                                     (UNAUDITED)                            
                                                                    --------------              ------------
<S>                                                                 <C>                         <C>         
     ASSETS                                                                                                     
Investments:                                                                                                
 Bonds, available-for-sale, at fair value (amortized cost                                                   
  $110,449 and $119,314)                                                 $110,136                   $121,771
 Short-term investments (at cost, which approximates                                                        
  fair value)                                                               2,405                      7,260
                                                                         --------                   --------
          Total Investments                                               112,541                    129,031
                                                                                                            
Cash                                                                          732                        773
Reinsurance recoverable                                                     4,076                      4,068
Premiums receivable, less allowance for doubtful                                                            
  accounts of $947 and $1,221                                              15,223                     11,616
Earned but unbilled premiums                                                5,981                      4,880
Investment income receivable                                                1,594                      2,207
Deferred policy acquisition costs                                           1,255                        974
Property and equipment, less accumulated depreciation                                                       
  and amortization of $4,660 and $3,803                                     4,113                      2,434
Unamortized debenture issuance costs                                        1,164                      1,468
Income taxes recoverable                                                      975                      1,456
Deferred income taxes                                                       8,685                      8,348
Prepaid reinsurance premiums                                                  214                        227
Accounts receivable for investment transactions                             1,553                           
Other assets                                                                4,357                      1,569
                                                                         --------                   --------
          Total Assets                                                   $162,463                   $169,051
                                                                         ========                   ========
     LIABILITIES AND STOCKHOLDERS' EQUITY                                                                   
Liabilities:                                                                                                
  Reserve for losses and loss adjustment expenses                        $ 92,517                   $ 96,525
  Debentures payable, less unamortized discount                                                             
    of $1,146 and $1,393                                                   18,854                     18,607
  Unearned premiums                                                         7,088                      5,715
  Reserve for policyholder dividends                                          247                        381
  Obligation under capital lease                                              981                         --
  Accrued expenses and accounts payable                                     6,105                      3,668
                                                                         --------                   --------
          Total Liabilities                                               125,792                    124,896
Commitments and contingencies                                                                               
                                                                                                            
Stockholders' Equity:                                                                                       
  Preferred Stock:                                                                                          
   $.01 par value--shares authorized 500,000;                                                               
    none issued and outstanding                                                                             
                                                                                                            
  Common Stock:                                                                                             
   $.01 par value--shares authorized 35,000,000                                                             
    issued and outstanding 9,528,200                                           95                         95
  Additional paid-in capital                                               29,624                     29,624
  Warrants                                                                  1,800                      1,800
  Unrealized gain (loss) on available-for-sale securities, net               (211)                     1,622
  Retained earnings                                                         5,363                     11,014
                                                                         --------                   --------
          Total Stockholders' Equity                                       36,671                     44,155
                                                                         --------                   --------
 Total Liabilities and Stockholders' Equity                              $162,463                   $169,051
                                                                         ========                   ======== 
 </TABLE>
See notes to unaudited consolidated financial statements.

                                       3
<PAGE>
 
                  PAC RIM HOLDING CORPORATION AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
  
                                                                 THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                                                --------------------------------    -------------------------------
                                                                       1996              1995              1996              1995
                                                                       ----              ----              ----              ----
<S>                                                                   <C>               <C>               <C>               <C>
REVENUES:
 
  Net premiums earned                                                 $22,156           $18,992           $63,415           $58,148
  Net investment income                                                 1,745             1,998             5,351             6,181
  Realized capital gains                                                  153               153               241               192
  A&H commission income                                                     3                 0                 5                 0
                                                                      -------           -------           -------           -------
   Total revenue                                                       24,057            21,143            69,012            64,521
 
COSTS AND EXPENSES:
 
  Losses and loss adjustment expenses                                  20,754            14,563            51,886            37,437
  Amortization of policy acquisition costs-net                          3,685             4,319            11,146            15,534
  Administrative, general, and other                                    3,442             2,543             9,405             8,201
  Policyholder dividends                                                   14                 9              (127)              428
  Interest expense                                                        587               577             1,752             1,727
                                                                      -------           -------           -------           -------
    Total costs and expenses                                           28,482            22,011            74,062            63,327
 
Income (loss) before income taxes                                      (4,425)             (868)           (5,050)            1,194
 
Income tax expense (benefit)                                              791              (336)              606               382
                                                                      -------           -------           -------           -------
 
Net income (loss)                                                     $(5,216)          $  (532)          $(5,656)          $   812
                                                                      =======           =======           =======           =======
 
Earnings (loss) per common and common equivalent shares:
 
  Primary                                                             $ (0.55)          $ (0,06)          $ (0.59)          $  0.09
                                                                      =======           =======           =======           =======
 
Assuming full dilution                                                $ (0.55)          $ (0.06)          $ (0.59)          $  0.09
                                                                      =======           =======           =======           =======
</TABLE>

See notes to unaudited consolidated financial statements.

                                       4
<PAGE>
 
                  PAC RIM HOLDING CORPORATION AND SUBSIDIARY

               CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
                            (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
  
                                                                       NINE MONTHS ENDED SEPTEMBER 30,
                                                                       -------------------------------
                                                                            1996               1995
                                                                            ----               ----
<S>                                                                    <C>                <C>
OPERATING ACTIVITIES
     Net Income (loss)                                                    $ (5,656)        $    812
     Adjustments to reconcile net income (loss) to net
        cash provided by operating activities:
          Depreciation and amortization                                      1,452              884
          Provision for losses on accounts receivable                         (274)             (15)
          Provision (benefit) for deferred income taxes                        606            1,743
          Realized capital gains                                              (241)             (35)
          Changes in:
              Reserve for losses and loss adjustment expenses               (4,008)         (14,958)
              Unearned premiums                                              1,373           (3,206)
              Reserve for policyholders' dividends                            (134)            (141)
              Premiums receivable                                           (4,434)            (565)
              Reinsurance recoverable                                           (8)          (2,834)
              Prepaid reinsurance premiums                                      13               91
              Deferred policy acquisition costs                               (281)             645
              Income taxes recoverable                                         481           (1,414)
              Accrued expenses and accounts payable                          2,437             (673)
              Investment income receivable                                     613               86
              Other assets                                                  (2,787)             635
                                                                          --------         --------
                NET CASH USED BY OPERATING ACTIVITIES                      (10,848)         (18,945)
 
INVESTING ACTIVITIES
     Purchase of investments - bonds                                       (47,116)         (42,022)
     Sales of investments - bonds                                           51,656           56,880
     Maturity and call of investments - bonds                                4,525                0
     Net additions to property and equipment                                (1,560)            (559)
     Accounts receivable for investment transaction                         (1,553)               0
                                                                          --------         --------
                NET CASH PROVIDED BY INVESTMENT ACTIVITIES                   5,952           14,299
 
            DECREASE IN CASH AND CASH EQUIVALENTS                           (4,896)          (4,646)
 
Cash and cash equivalents at beginning of period                             8,033            9,841
                                                                          --------         --------
 
                   CASH AND CASH EQUIVALENTS AT END OF PERIOD             $  3,137         $  5,195
                                                                          ========         ========
 
Supplemental Disclosures:
 
  Interest paid                                                           $  1,600         $  1,600
                                                                          ========         ========
</TABLE>

The Company entered into a capital lease to acquire certain computer operating
system hardware and software; the lease obligation at September 30, 1996, is 
$981,000.

See notes to unaudited consolidated financial statements. 

                                       5
<PAGE>
 
                  PAC RIM HOLDING CORPORATION AND SUBSIDIARY

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 1996


NOTE 1 -- BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Pac Rim Holding
Corporation ("Pac Rim Holding") and its subsidiary, The Pacific Rim Assurance
Company ("Pacific Rim Assurance"), and its subsidiary, Regional Benefits
Insurance Services, Inc., (collectively referred to herein as "the Company")
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the Instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine months ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996. For further information, refer
to the consolidated financial statements for the year ended December 31, 1995,
and notes thereto, included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.

Certain amounts in the accompanying financial statements have been reclassified
to conform with current period presentation.

NOTE 2 -- EARNINGS PER SHARE

Earnings per common and common equivalent shares are based on the weighted
average number of common shares outstanding during each period, plus common
stock equivalent shares arising from the effects of stock options, warrants, and
convertible debentures.  (See Note 4.)

The number of shares used in the three months ended September 30, 1996 and 1995
in the computation of primary earnings per share was 9,528,000.  The number of
shares used in the nine months ended September 30, 1996 and 1995 in the
computation of primary earnings per share was 9,528,000.  The number of shares
used in the three months ended September 30, 1996 and 1995 in the computation of
fully diluted earnings per share was 9,528,000.  The number of shares used in
the nine months ended September 30, 1996 and 1995 in the computation of fully
diluted earnings per share was 9,528,000.

NOTE 3 --  REINSURANCE

Under the Company's specific excess of loss reinsurance treaties, the reinsurers
assume the liability on that portion of workers' compensation claims between 
$350,000 and $80,000,000 per occurrence.

                                       6
<PAGE>
 
NOTE 3 --  REINSURANCE -- Continued


The Company accounts for reinsurance transactions in accordance with the
Financial Accounting Standards Board ("FASB") Statement 113, "Accounting and
Reporting for Reinsurance Short-Duration and Long-Duration Contracts", which
established the conditions required for a contract with a reinsurer to be
accounted for as reinsurance and prescribes accounting and reporting standards
for those contracts.

The components of net premiums written are summarized as follows (amounts in
thousands):
<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                     --------------------------------        -------------------------------
                                       1996                  1995                1996                1995
                                       ----                  ----                ----                -----
        <S>                           <C>                   <C>                 <C>                 <C>
 
        Direct                        $23,594               $19,957             $66,045             $57,746
        Assumed                           534                   130               1,324                 136
        Ceded                          (1,087)                 (953)             (3,154)             (2,849)
                                      -------               -------             -------             -------
 
        Net premiums
        written                       $23,041               $19,134             $64,215             $55,033
                                      =======               =======             =======             =======
</TABLE> 
The components of net premiums earned are summarized as follows (amounts in
 thousands):
<TABLE> 
<CAPTION>  
                                     THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                     --------------------------------        -------------------------------
                                        1996                 1995                 1996                1995
                                        ----                 ----                 ----                -----
        <S>                           <C>                  <C>                  <C>                 <C>
        Direct                        $22,713              $19,892              $65,285             $61,003
        Assumed                           500                   78                1,298                  85
        Ceded                          (1,057)                (978)              (3,168)             (2,940)
                                      -------               -------             -------             -------
                                                                                       
        Net premiums earned           $22,156              $18,992              $63,415             $58,148
                                      =======               =======             =======             =======
</TABLE> 
The components of net losses and loss adjustment expenses are summarized as
 follows (amounts in thousands):
<TABLE> 
<CAPTION> 
                                     THREE MONTHS ENDED SEPTEMBER 30,        NINE MONTHS ENDED SEPTEMBER 30,
                                     --------------------------------        -------------------------------
                                       1996                  1995                1996                1995
                                       ----                  ----                ----                -----
        <S>                            <C>                   <C>                 <C>                 <C>
        Direct                        $20,622              $16,594              $52,581            $40,462
        Assumed                           197                    3                  589                 60
        Ceded                             (65)              (2,034)              (1,284)            (3,085)
                                      -------              -------              -------            -------
                                                                                        
        Net losses and loss                                                             
        adjustment expenses           $20,754              $14,563              $51,886            $37,437
                                      =======               =======             =======             =======

</TABLE>

                                       7
<PAGE>
 
NOTE 4--LONG TERM DEBT

The Company has $20,000,000 in outstanding principal on its August 16, 1994
issue of Series A Convertible Debentures, with detachable warrants to purchase
3,800,000 shares of the Company's common stock, which are primarily owned by
PRAC, Ltd., a Nevada limited partnership (which is controlled by Mr. Richard
Pickup), and other individuals and entities. Mr. Pickup presently controls
approximately 26% of the outstanding shares of the Company through various
investment entities, which together are the Company's largest stockholder.

The Debentures carry an 8% annual rate of interest, payable semiannually, and
are due on August 16, 1999. The Debentures are convertible at the holder's
option, into shares of common stock at a conversion price of $2.75 per share.
The Debentures are subject to automatic conversion if, after three years from
issuance, the price of the Common Stock exceeds 150% of the conversion price for
a period of 20 out of 30 consecutive trading days.

The Debenture Agreement also provided for the issuance to the Investor of
detachable warrants (the "Warrants") to acquire 1,500,000 shares of the
Company's Common Stock at an exercise price of $2.50 per share (the "Series 1
Warrants"), 1,500,000 shares at an exercise price of $3.00 per share (the
"Series 2 Warrants"), and 800,000 shares at an exercise price of $3.50 per share
(the "Series 3 Warrants").  The Warrants expire on August 16, 1999, and the
exercise price of the Warrants is subject to downward adjustment in the event of
adverse development in the Company's December 31, 1993 loss and allocated loss
adjustment expense reserves related to the 1992 and 1993 accident years,
measured as of June 30, 1996, which date has been extended to the earlier of
June 30, 1997 or the date of a change in control of the Company, by agreement of
the parties.  Under the terms of the Debenture Agreement, the maximum adverse
development that would impact the exercise price of the Warrants is $20,000,000.
In the event that the adverse development of reserves for those periods exceeds
$20,000,000, the exercise price of the Series 1 Warrants would be reduced to
$0.01, and the exercise price of the Series 2 Warrants would be reduced to $1.39
per share.

The Debentures are carried on the balance sheet net of unamortized discount of
$1,146,000 at September 30, 1996.  The effective average interest rate of this
debt after consideration of debt issuance costs and discount was 13.3%.

Pacific Rim Assurance has an unsecured line of credit for $2,000,000 at Imperial
Bank of California.  Borrowing under the line of credit bears interest at a rate
of 1% in excess of prime rate.  No borrowing has occurred under the line of
credit.

NOTE 5 -- NEW ACCOUNTING STANDARDS

In October 1995, FASB issued Statement 123, "Accounting For Stock-Based
Compensation" which established a fair value based method of accounting for
stock-based compensation plans.  This statement is effective for financial
statements with fiscal years beginning after December 15, 1995.  The Company
elected to continue accounting for stock-based compensation based on Accounting
Principles Board Opinion 25; and thus, the Company adopts only the disclosure
provision of FASB Statement 123.  The Company does not expect the implementation
of this pronouncement to have a material effect on the Company's financial
position or results of operations, as the Company does not anticipate having any

                                       8
<PAGE>
 
stock based compensation.

NOTE 6 -- DEFINITIVE AGREEMENT AND PLAN OF MERGER

On September 17, 1996, the Company executed a Definitive Agreement and Plan of
Merger with Superior National Insurance Group, Inc., a California corporation,
and SNTL Acquisition Corp., a Delaware corporation ("Superior"), regarding an
acquisition of the Company by Superior for total consideration of approximately
$54,000,000 in cash upon closing of the transaction, which would result in
payment of approximately $3.00 to $3.10 per share of common stock held by its
common stockholders, and a like sum to convertible debenture holders, and
warrant and option holders (assuming the conversion of such security interests).
The close of the transaction is subject to regulatory and shareholder approval;
and if such approvals are obtained, it is expected to close before December 31,
1996. The actual sum paid per share of common stock upon closing is subject to
final analysis of loss and allocated loss adjustment expense reserves, and
downward adjustment to the warrant exercise price per share, for a certain level
of adverse development in December 31, 1993 loss and allocated loss adjustment
expense reserves with respect to the 1992 and 1993 accident years.

                                       9
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995.

Net premiums earned increased 9.1%, to $63,415,000 for the nine months ended
September 30, 1996, from $58,148,000 for the nine months ended September 30,
1995. This increase was primarily the result of increased premium rates by the
Company in California throughout the first nine months of 1996, as well as
continued expansion by the Company into additional geographic areas during the
first nine months of 1996, which had begun in 1995. In May 1995, Pacific Rim
Assurance received a Certificate of Authority to write workers' compensation
insurance in the State of Arizona, and commenced operations in June 1995. During
August 1995, Pacific Rim Assurance received a Certificate of Authority to write
workers' compensation insurance in the State of Texas, and commenced operations
in October 1995. In March 1996, Pacific Rim Assurance received a Certificate of
Authority to write workers' compensation insurance in the State of Georgia, and
commenced operations in April 1996. Premiums earned outside of California
equaled approximately $6,887,000 or 10.9% of the Company's total premiums earned
during the first nine months of 1996. In October 1996, Pacific Rim Assurance
received a Certificate of Authority to write workers' compensation insurance in
the State of Alabama; operations are expected to commence during fourth quarter
1996. The Company also is considering the filing of applications in certain
other states. The Company believes that geographic expansion will enable it to
increase its premium revenues and operate regionally in more, and potentially
less volatile, markets. However, there can be no assurance that such expansion
will ultimately increase revenues or prove to be profitable.

Net investment income decreased 13.4%, to $5,351,000 for the nine months ended
September 30, 1996, from $6,181,000 for the nine months ended September 30,
1995. The amount of average invested assets decreased 13.7% to $121,000,000 for
the nine months ended September 30, 1996, compared to the same period in 1995.
This decrease in invested assets was the result of the Company experiencing
negative cash flow from operations during 1995 and the first nine months of
1996. As a result, the Company sold securities, or utilized maturing securities,
to meet its cash flow needs. The average yield on average invested assets was
5.9% for the nine months ended September 30, 1996 and for the comparable period
in 1995.

Losses and loss adjustment expenses ("LAE") incurred increased by $14,449,000
for the nine months ended September 30, 1996, compared to the same period for
1995. The loss and LAE ratio increased to 81.8% during the nine months ended
September 30, 1996, compared to 64.4% during the nine months ended September 30,
1995. The cause of the Company's operating loss for the 1996 third quarter was
an increase of approximately $4,500,000 to loss and allocated loss adjustment
expense reserves for the 1990-1993 accident years. Although the Company's trends
in the frequency and severity of claims are favorable for the 1995 and 1996
accident years, and the Company's total reserves were within the reasonable
range of its actuaries' estimates through June 30, 1996, development patterns in
the 1990-1993 accident years that are inconsistent with historical patterns have
been observed. Those accident years were unique for the Company and the
industry. The 1990-1991 years were very difficult, due to the impact of fraud
and stress claims from adverse economic conditions. The 1992-1993 years were
very favorable transitional years, following legislative reforms to the

                                       10
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


workers' compensation benefits system. Nevertheless, it has been unclear how
each of those years will ultimately develop; and as a precaution, reserves have
been increased on those years.

Total underwriting expenses decreased $3,184,000, or 13.4%, for the nine months
ended September 30, 1996, compared to the same period in 1995.  The decrease was
primarily the result of a decrease in commissions paid to agents and brokers.
The average commission rate to agents and brokers decreased to 14.5% for the
first nine months of 1996, compared to 23.8% for the first nine months of 1995.

The general and administrative expense component of the Company's underwriting
expenses increased by $1,204,000, or 14.7%, to $9,405,000 during the first nine
months of 1996, from $8,201,000 during the first nine months of 1995. The
increase in general and administrative expense was primarily due to the
Company's recent expansion into other geographical areas and the related
increased premium levels. The ratio of general and administrative expenses to
net premiums earned was 14.8% for the first nine months of 1996, compared to
14.1% for the first nine months of 1995.

Policyholder dividends for the nine months ended September 30, 1996 were a net
credit of ($127,000), compared to a net charge of $428,000 for the nine months
ended September 30, 1995. The net credit reflects the elimination of $289,000 of
dividend reserves for which no further future liability is expected. The
remaining reserve for policyholder dividends of $247,000 as of September 30,
1996 represents current expectations of future policyholder dividend payments on
participating policies inforce. In determining the appropriate policyholder
dividend reserve level, the Company analyzes competitive factors related to
quality of service, loss prevention, claims management and cost control, and
adequacy of premium rates, as well as its own underwriting results.

The loss before taxes was $5,050,000 for the nine months ended September 30,
1996, compared to net income before taxes of $1,194,000 for the nine months
ended September 30, 1995.  This decrease was due primarily to an increase in
losses and LAE, offset by decreases in underwriting expenses and dividends, and
an increase in premiums earned.

Because of the significant operating loss in the third quarter of 1996, it was
necessary to record a valuation allowance against 1996 increases to the
Company's tax net operating loss carryforward, recorded as a deferred tax asset.
That resulted in an income tax charge of $606,000 for the nine months ended
September 30, 1996.

The net loss for the nine months ended September 30, 1996 was $5,656,000,
compared to net income of $812,000 for the nine months ended September 30, 1995.

                                       11
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1995.

Net premiums earned increased 16.7%, to $22,156,000, for the three months ended
September 30, 1996, from $18,992,000, for the three months ended September 30,
1995. This increase was primarily the result of increased premium rates by the
Company in California, effective January 1, 1996, as well as continued expansion
by the Company into additional geographic areas during the third quarter of
1996, which had begun in 1995. In May 1995, Pacific Rim Assurance received a
Certificate of Authority to write workers' compensation insurance in the State
of Arizona, and commenced operations in June 1995. During August 1995, Pacific
Rim Assurance received a Certificate of Authority to write workers' compensation
insurance in the State of Texas, and commenced operations in October 1995. In
March 1996, Pacific Rim Assurance received a Certificate of Authority to write
workers' compensation insurance in the State of Georgia, and commenced
operations in April 1996. Premiums earned outside of California equaled
approximately $3,118,000 or 14.1% of the total Company premiums earned during
the third quarter of 1996. In October 1996, Pacific Rim Assurance received a
Certificate of Authority to write workers' compensation insurance in the State
of Alabama; operations are expected to commence during fourth quarter 1996. The
Company also is considering the filing of applications in certain other states.
The Company believes that geographic expansion will enable it to increase its
premium revenues and operate regionally in more, and potentially less volatile,
markets. However, there can be no assurance that such expansion will ultimately
increase revenues or prove to be profitable.

Net investment income decreased 12.7% to $1,745,000 for the three months ended
September 30, 1996, from $1,998,000 for the three months ended September 30,
1995. The amount of average invested assets decreased 14.1% to $114,800,000 for
the three months ended September 30, 1996, compared to the same period in 1995.
This decrease in invested assets was the result of the Company experiencing
negative cash flow from operations during 1995 and the first nine months of
1996. As a result, the Company sold securities, or utilized maturing securities,
to meet its cash flow needs. The average yield on average invested assets was
6.1% for the three months ended September 30, 1996, and 6.0% for the comparable
period in 1995.

Losses and LAE incurred increased by $6,191,000 for the three months ended
September 30, 1996, compared to the same period for 1995. The loss and LAE ratio
increased to 93.7% during the three months ended September 30, 1996, compared to
76.7% during the three months ended September 30, 1995. The cause of the
Company's operating loss for the 1996 third quarter was an increase of
approximately $4,500,000 to loss and allocated loss adjustment expense reserves
for the 1990-1993 accident years. Although the Company's trends in the frequency
and severity of claims are favorable for the 1995 and 1996 accident years, and
the Company's total reserves were within the reasonable range of its actuaries'
estimates through June 30, 1996, development patterns in the 1990-1993 accident
years that are inconsistent with historical patterns have been observed. Those
accident years were unique for the Company and the industry. The 1990-1991 years
were very difficult, due to the impact of fraud and stress claims from adverse
economic conditions. The 1992-1993 years were very favorable transitional years,
following legislative reforms to the workers' compensation benefits system.
Nevertheless, it has been unclear how each of those years will ultimately
develop; and as a precaution, reserves have been increased on those years.

                                       12
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Total underwriting expenses increased $265,000, or 3.9%, for the three months
ended September 30, 1996, compared to the same period in 1995. The increase was
primarily the result of an increase in general and administrative expenses. The
average commission rate to agents and brokers decreased to 13.6 % for the three
months ended September 30, 1996, compared to 19.8% for the three months ended
September 30, 1995.

The general and administrative expense component of the Company's underwriting
expenses increased by $899,000, or 35.4%, to $3,442,000 during the third quarter
of 1996, from $2,543,000 during the third quarter of 1995.  The increase in
general and administrative expense was primarily due to the Company's recent
expansion into other geographical areas and the related increased premium
levels.  The ratio of general and administrative expenses to net premiums earned
was 15.5% for the third quarter of 1996 compared to 13.4% for the third quarter
of 1995.

Policyholder dividends for the three months ended September 30, 1996 were
$14,000 compared to $9,000 for the three months ended September 30, 1995.  In
determining the appropriate policyholder dividend reserve level, the Company
analyzes competitive factors related to quality of service, loss prevention,
claims management and cost control, and adequacy of premium rates, as well as
its own underwriting results.

The loss before taxes was $4,425,000 for the three months ended September 30,
1996, as compared to a net loss before taxes of $868,000 for the three months
ended September 30, 1995.  This loss was due primarily to an increase in losses 
and LAE.

Because of the significant operating loss in the third quarter of 1996, it was
necessary to record a valuation allowance against 1996 increases to the
Company's tax net operating loss carryforward, recorded as a deferred tax asset.
That resulted in an income tax charge of $791,000 for the third quarter of 1996.

The net loss for the three months ended September 30, 1996 was $5,216,000,
compared to a net loss of $532,000 for the three months ended September 30,
1995.

Certain statements in Management's Discussion and Analysis that are not
historical facts are forward looking statements.  These forward looking
statements involve risks and uncertainties that could render them materially
different, including, but not limited to, the effect of economic conditions,
premium rate adequacy as a result of pricing factors related to competition or
regulation, actual versus estimated claims experience, the effect of the
Company's accounting policies, the effect of regulatory and legal developments,
and other risks detailed in the Company's filings with regulatory agencies.

LIQUIDITY AND CAPITAL RESOURCES

Pac Rim Holding was organized in May 1987 and has been capitalized from sales of
the Company's Common Stock. Pac Rim Holding is dependent on dividends from
Pacific Rim Assurance for operating funds. Pacific Rim Assurance may pay
dividends without prior California Insurance Department approval to the extent
it has available "earned surplus". Dividends are further limited to an amount up
to the greater of net income from the preceding calendar year or 10% of
policyholders' surplus as of the end of the preceding year. Earned surplus for
Pacific Rim Assurance is its unassigned surplus, which was $2,131,000 at
December 31, 1995. Accordingly, Pacific Rim Assurance may pay dividends of
$2,131,000 to Pac Rim Holding in 1996, without such prior approval. The total
amount of dividends paid by Pacific Rim Assurance to Pac Rim Holding during 1996
was $1,100,000.

                                       13
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


One of the most widely accepted factors used by regulators and rating agencies
in evaluating insurance companies is the ratio of net premiums written to
policyholders' surplus, which is an indication of the degree to which an insurer
is leveraged. While there is no statutory requirement applicable to Pacific Rim
Assurance that establishes a permissible net premiums written to policyholders'
surplus ratio, as determined in accordance with statutory accounting practices,
the National Association of Insurance Commissioners ("NAIC") uses a ratio of
three to one as an appropriate guideline in assessing a property/casualty
insurance company's financial condition. The lower the ratio, the less leveraged
is the company. At September 30, 1996, the statutory-basis policyholders surplus
of Pacific Rim Assurance was $41,473,000. Pacific Rim Assurance's ratio of
annualized net premiums written to policyholders' surplus for 1996 was 2.06 to
1, as determined on the basis of statutory accounting practices.

Insurance companies are required to maintain on deposit with the Regulatory
Agencies deposits for the benefit of policyholders, in an amount prescribed by
regulations. At September 30, 1996, the Company was in good standing with all
Departments of Insurance with respect to its deposit requirements, maintaining
investments with a total fair value of $100,855,000 on deposit with authorized
depositories in various states, in excess of total deposit requirements of
$99,537,000.

A workers' compensation insurance company must maintain sufficient liquid assets
to meet its contractual obligations to policyholders, in addition to maintaining
funds to meet ordinary operating expenses. The Company typically has several
sources of funds to meet obligations, including cash flow from operations,
interest from fixed-income securities, recoveries from reinsurance contracts, as
well as the ability to sell portions of its investment portfolio. In addition,
the Company has an unsecured line of credit for $2,000,000 from a bank. No
borrowings have been made from this line of credit. The Company has an
investment portfolio of high quality, highly liquid, U.S. Treasury, other
governmental agency, and corporate obligations. The Company's cash flows used in
operating activities for the nine months ended September 30, 1996 and 1995, were
$(10,848,000), and $(18,945,000), respectively. In light of the reduced level of
premiums written during 1995 and the first nine months of 1996, compared to
prior years, due to state-mandated reductions in premium rates, and the repeal
of the minimum rate law, coupled with claim payments required on the relatively
higher levels of premium volume previously written, it is probable that the
Company will experience a continued period of negative cash flow, until the
level of loss payments decreases to the level proportionate to the level of
premiums collected. The Company believes that Pacific Rim Assurance will be able
to meet its requirements for both claim payments and expenses.

As a result of its ownership of debentures of Pac Rim Holding, PRAC, Ltd.
("PRAC"), together with certain affiliated entities, is entitled to vote the
equivalent of 56.0% of the Company's voting securities with respect to certain
matters, and will be entitled to vote the equivalent of approximately 62.3% of
the Company's voting securities as to those matters on exercise of Warrants.
These voting rights, together with PRAC's right to designate certain members of
the Board of Directors, give PRAC effective control of the Board of Directors
and over all major corporate matters and transactions. It may also have the
effect of discouraging certain types of transactions involving an actual or
potential change of control of the Company, including transactions in which the
holders of the Company's shares might otherwise receive a premium for their
shares over then current market prices. These actions will have the effect,
among other things, of limiting the ability of the Company to enter into certain
significant transactions

                                       14
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


without the support of PRAC, and allowing PRAC to cause the Company to enter
into certain transactions. These transactions may include transactions between
PRAC, or its affiliates, and the Company, as well as transactions for the sale
of the Company or the sale of control of the Company. PRAC may have interests
that diverge from or conflict with those of the Company. Although such conflicts
may arise, Directors designated by PRAC to the Board of Directors have a
fiduciary responsibility to act in the Company's best interest.

Since the first quarter of 1995, the Company has retained as consultants,
Salomon Brothers (the investment banking firm that assisted the Company in
previous capital-raising transactions) to advise of future strategic
alternatives. On September 17, 1996, the Company executed a Definitive Agreement
and Plan of Merger with Superior National Insurance Group, Inc., a California
corporation, and SNTL Acquisition Corp., a Delaware corporation ("Superior"),
regarding an acquisition of the Company by Superior for total consideration of
approximately $54,000,000 in cash upon closing of the transaction, which would
result in payment of approximately $3.00 to $3.10 per share of common stock held
by its common stockholders, and a like sum to convertible debenture holders, and
warrant and option holders (assuming the conversion of such security interests).
The close of the transaction is subject to regulatory and shareholder approval;
and if such approvals are obtained, it is expected to close before December 31,
1996. The actual sum paid per share of common stock upon closing is subject to
final analysis of loss and allocated loss adjustment expense reserves, and
downward adjustment to the warrant exercise price per share, for a certain level
of adverse development in December 31, 1993 loss and allocated loss adjustment
expense reserves with respect to the 1992 and 1993 accident years.

EFFECTS OF INFLATION

Inflation can be expected to affect the operating performance and financial
condition of the Company in several aspects.  Inflation can reduce the market
value of the investment portfolio.  However, generally the intent of the Company
is to hold its investments to maturity.  (See "Liquidity and Capital Resources")
Inflation adversely affects the portion of reserve for losses and LAE that
relates to hospital and medical expenses, as these expenses normally increase
during inflationary periods (and in recent years have increased at a greater
rate than prevailing inflation).  The liabilities for losses and LAE, relating
to indemnity benefits for lost wages are not directly affected by inflation, as
these amounts are established by statute.  To the extent that the reserve for
losses and LAE and claim payments have increased as a result of inflation,
premium rates have historically increased by operation of the rate setting
process.  This process established the minimum rates in effect in California
prior to January 1, 1995.  However, no assurance can be given that following the
introduction of open premium rating in California effective January 1, 1995,
premium rates will keep pace with inflation. Another result of inflation is an
expected escalation of wages paid to employees. To the extent that wages
increase, premium revenues will proportionately increase, since rates are based
on the employer's payroll. Since May 1987, the Company's inception, the Company
believes that the effect of inflation on the Company has not been material.

                                       15
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


RECENT ACCOUNTING PRONOUNCEMENTS

In October 1995, FASB issued FASB No. 123, "Accounting For Stock-Based
Compensation" which established a fair value based method of accounting for
stock-based compensation plans.      

This statement is effective for financial statements with fiscal years beginning
after December 15, 1995. The Company elected to continue accounting for stock-
based compensation based on Accounting Principles Board Opinion 25; and thus,
the Company adopts only the disclosure provision of FASB Statement 123. The
Company does not expect the implementation of this pronouncement to have a
material effect on the Company's financial position or results of operations.

WORKERS' COMPENSATION SYSTEM

Workers' compensation is a statutory system under which an employer is required
to provide its employees with the costs of medical care and other specified
benefits for work-related injuries and illnesses.  Most employers provide for
this liability by purchasing workers' compensation insurance.  The principal
concept underlying workers' compensation insurance laws is that an employee
injured in the course of his or her employment has only the legal remedies for
that injury available under workers' compensation law and does not have any
other claims against his or her employer.  Generally, insurers must pay
compensation to an insured's employees injured in the course and scope of their
employment.  The obligation to pay such compensation does not depend on any
negligence or wrong on the part of the employer, and exists even for injuries
that result from the negligence or wrongs of another person, including the
employee.

The standard workers' compensation insurance policy issued by most insurance
companies, including Pacific Rim Assurance, obligates the carrier to pay all
benefits that the insured employer may become obligated to pay under applicable
workers' compensation laws. The benefits payable under workers' compensation
policies fall under the following four categories: (i) temporary or permanent
disability benefits (either in the form of short-term to life-term payments or
lump sum payments); (ii) vocational rehabilitation benefits; (iii) medical
benefits; and (iv) death benefits. The amount of benefits payable for various
types of claims is determined by regulation and varies with the severity and
nature of the injury or illness and the wage, occupation, and age of the
employee.

The amount of the premiums charged for workers' compensation insurance is
dependent on the size of an employer's payroll and the type of business, and the
application of corresponding rate schedules setting forth the appropriate rate.
In California and Texas, rates are independently filed by the Company,
reflecting either the advisory rates of the applicable rating bureau, or an
appropriate deviation therefrom. In Arizona and Georgia, the National Council of
Compensation Insurance (NCCI) files the pure premium rates on behalf of all
insurance companies.

In addition to established premium rates, premium levels based on the insured's
payroll could be affected by inflation and/or the application of Experience
Rating Plans. Experience Rating Plans govern all policyholders whose annual
premiums are in excess of certain levels and are based on the insured's loss
experience over a three-year period commencing four years prior to, and
terminating one year prior to, the date for which the experience modification is
to be established. Application of the Experience Rating Plan generally results
in an increase or decrease to the insured's premium rate, and is therefore
intended to provide an incentive to employers to reduce work-related injuries
and illnesses.

                                       16
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


SIGNIFICANT CHANGES IN THE CALIFORNIA WORKERS' COMPENSATION SYSTEM

Material changes have taken place in recent years in California, the
jurisdiction in which the Company has in the past conducted all its activities.

Prior to 1995 within California, a minimum rate law was in effect, which law was
intended to curtail indiscriminate rate cutting, which rate cutting was felt to
threaten the solvency of private workers' compensation insurers. Although an
insurer could not charge less than the minimum rates set by the California
Insurance Department ("Department"), insurers could charge more than the minimum
rates. The minimum rates for workers' compensation policies were reviewed
annually by the Workers' Compensation Insurance Rating Bureau ("WCIRB") and the
Department. In reviewing the WCIRB's proposed rates, the Department considered
the loss experience for the industry as a whole and, after adding factors for
reasonable underwriting costs and profits, approved publication of minimum
premium rate schedules for various classifications of employees. Rates could be
revised and approved by the Insurance Commissioner whenever the legislature
changed the levels of benefits payable or industry loss experience indicated the
need for a rate revision.

In July 1993, the California state legislature passed two sets of workers'
compensation law reforms, which have significantly impacted the benefits
available under the California workers' compensation system. While the
legislation was designed to reduce the claim costs and rates applicable to
California workers' compensation coverage, its ultimate impact upon the
operations and profitability of the Company is uncertain. However, the Company
did experience a reduction in the overall number of outstanding claims, and a
stable trend in the severity of claims, during years subsequent to 1993, which
in turn has led to lower premium rates overall. The more significant aspects of
the legislation are outlined below.

Initially, the legislature enacted two sets of legislation dealing with the
premium rates applicable to California workers' compensation coverage. The first
item of legislation repealed the California minimum rate law effective January
1, 1995. As of that date, the repeal of the minimum rate law opened the workers'
compensation insurance market to direct price competition among insurers. Thus,
the official end to the minimum rate law and the start of open price competition
in the industry was January 1, 1995. Although repeal of the minimum rating law
formally became effective January 1, 1995, the Company believed that competitive
forces working in the marketplace during 1994 already showed signs of informal
price competition, through the use of higher commissions paid to agents and
brokers, which in turn were rebated in part to policyholders. The ultimate
effect of open rating on the Company's operations and profitability cannot be
stated with certainty. However, since January 1, 1995, open rating has created
an intense level of price competition and an overall erosion of premium rate
levels.

The second item of rate-related legislation required a 7% decrease in the
minimum premium rates charged with respect to California workers' compensation
coverage.  The 7% minimum premium rate decrease was effective July 16, 1993,
for all policies inforce at that date.

                                       17
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


Effective January 1, 1994, the minimum premium rate was decreased another 12.7%,
to be phased-in upon the insured's policy renewal date during 1994.  Effective
October 1, 1994, the minimum premium rate was decreased another 16% for all
policies inforce at that date. The reduced minimum rates were to remain in
effect until a policy renewed in 1995, at which time the open price competition
resulting from the repeal of the minimum rate law took effect. Along with that
legislation affecting workers' compensation rates, the California legislature
further enacted legislation designed to reform the benefits available and combat
fraud within the California workers' compensation system. In particular, the
legislation provided for increased benefit payments applicable to totally
disabled and seriously injured workers, while at the same time cutting benefits
for certain over-utilized treatments and psychiatric injury claims. The more
significant provisions of the benefits reform legislation are outlined below.

The reform legislation increased the weekly benefits payable for temporary total
disability from $336 per week to $490 per week and is being phased in over a
three-year period that began July 1, 1994. In addition, benefit payments to
seriously injured workers have increased. Each of these benefit level increases
will result in increased California claims costs to the Company. While it cannot
be stated with certainty, proponents of the legislation have urged that such
increased costs will be more than offset by the following benefit reduction
reforms:

     The legislation tightened restrictions on the number of permissible
     evaluations utilized to resolve medical issues associated with a claim.

     Under previous law, claims for psychiatric injury, including stress, were
     compensable if 10% or more of their cause was attributable to employment-
     related factors. The legislation raised this standard to require that
     employment be the "predominant" cause of the psychiatric injury. The
     legislation further limited post termination (including terminations and
     layoffs) psychiatric injury claims to those in which the employee can
     establish that the injury at issue arose prior to termination.

     The legislation limited vocational rehabilitation benefits to a total of
     $16,000 per claim, a decrease from $25,000 previously. Of the $16,000
     limit, no more than $4,500 can be claimed for counseling services.

     The legislation allows certain employers to direct the treatment of work-
     related injuries under a system of managed care for a period of up to 365
     days. The availability of the managed care option is dependent on the type
     of group health coverage provided by the employer.

     The legislation prohibits insurers, doctors, and rehabilitation counselors
     from referring claimants to facilities in which such persons or entities
     maintain a financial interest.

     The legislation adopted certain anti-fraud provisions, which make any
     efforts to bribe adjusters a felony, and provides for restitution of
     benefits paid on fraudulent claims.

The ultimate effect of the workers' compensation reform legislation, repeal of
the minimum rate law, and premium rate decrease on the Company's operations and
profitability cannot be stated with certainty.

                                       18
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


REGULATION

The NAIC has finalized a formula to calculate Risk Based Capital ("RBC") of
property and casualty insurance companies. The purpose of the RBC Model is to
help the NAIC monitor the capital adequacy of property and casualty insurance
companies. The RBC model for property and casualty insurance companies measures
three major areas of risk facing property and casualty insurers: underwriting,
credit, and investment. Companies having less statutory surplus than the RBC
model calculates are required to adequately address these three risk factors and
will be subject to varying degrees of regulatory intervention, depending on the
level of capital inadequacy. The NAIC adopted an RBC model for property and
casualty insurance companies in 1993 for inclusion in the 1994 Annual Statement.
The results of the RBC model for 1994 and 1995, showed that Pacific Rim
Assurance had adequate capital and required no form of regulatory monitoring or
intervention.

Although the federal government does not directly regulate the business of
insurance, federal initiatives often affect the insurance business in a variety
of ways. State regulation remains the dominant form of regulation; however, the
federal government has shown increasing concern over the adequacy of state
regulation. In view of the savings and loan industry crisis and several
significant insurer insolvencies, several Congressional inquiries are
considering the adequacy of existing state regulations related to the financial
health of insurance companies. Congressional committees are also reviewing the
McCarran-Ferguson Act of 1945, which currently provides a limited exemption from
federal antitrust laws for the "business of insurance". The exemption allows
limited cooperative activities by rating organizations and other joint industry
efforts. These include the development of standardized policy forms and
endorsements, statistical plans, the collection and compilation of premium,
loss, and expense data, and the development of advisory rates or loss costs. The
proposal would limit the insurance industry's limited exemption from federal
antitrust laws and was introduced in the belief that it would foster competitive
pricing among insurers. The proposal would curtail the activities of rating
organizations and thus could require the expansion of individual insurer
internal resources. With the possible loss of statistically valid data and/or
increased costs, market niches could become even more focused. California is
reviewing its statutory exemptions for the "business of insurance" from its
antitrust laws.

                                       19
<PAGE>
 
                          PAC RIM HOLDING CORPORATION

                          Part II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits
     --------


11        Computation of Per Share Earnings

27        Financial Data Schedule

(b)  Reports on Form 8-K
     -------------------
 
     The Company filed a Current Report on Form 8-K, dated October 2, 1996
     reporting on Item 5, Other Events, in connection with the Agreement and
     Plan of Merger with Superior National Insurance Company.

                                       20
<PAGE>
 
                                   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 thereunto duly authorized.



                                         Pac Rim Holding Corporation



November 13, 1996                      By: /s/Stanley Braun
                                           -------------------------
                                           Stanley Braun
                                           President and
                                           Chief Executive Officer



November 13, 1996                      By: /s/Paul W. Craig
                                           -------------------------
                                           Paul W. Craig
                                           Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)



November 13, 1996                      By: /s/Jonathan T. Wallace
                                           -------------------------
                                           Jonathan T. Wallace
                                           Controller
                                           (Chief Accounting Officer)

                                       21
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE> 
<CAPTION> 

Exhibit                                                           Sequentially
Number              Description                                   Numbered Page
------              -----------                                   -------------
<S>                <C>                                            <C> 
 11                 Computation of Per Share Earnings

 27                 Financial Data Schedule
</TABLE> 
                                       22