-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G6bAc/lVs1g+4BQpkwq6ZUIUKiQfO+DpUDUV3wYImW7SbEUaQ4CXaccbPV1Kpxre gGxTnwjiIv2fkaSLRcAboQ== 0001047469-99-004928.txt : 19990212 0001047469-99-004928.hdr.sgml : 19990212 ACCESSION NUMBER: 0001047469-99-004928 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HCC INSURANCE HOLDINGS INC/DE/ CENTRAL INDEX KEY: 0000888919 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 760336636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43280 FILM NUMBER: 99531369 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAY STEPHEN L CENTRAL INDEX KEY: 0000900961 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7136907300 MAIL ADDRESS: STREET 1: 13403 NORTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77040 SC 13D 1 SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* HCC INSURANCE HOLDINGS, INC. ---------------------------- (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 404 132 102 -------------- (CUSIP Number) STEPHEN L. WAY 13403 NORTHWEST FREEWAY HOUSTON, TEXAS 77040-6094 (713) 690-7300 ----------------------------------------------------------- (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications) WITH COPIES TO: ARTHUR S. BERNER WINSTEAD SECHREST & MINICK P.C. 910 TRAVIS, SUITE 2400 HOUSTON, TEXAS 77002-5895 (713) 650-2729 DECEMBER 31, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), (f) or (g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 404 132 102 Page 1 of 7 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven L. Way ###-##-#### - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 4,570,919 SHARES -------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 0 EACH -------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON 4,570,919 WITH -------------------------------------------------- (10) SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,570,919 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.35% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- CUSIP No. 404 132 102 Page 2 of 7 ITEM 1. SECURITY AND ISSUER Common Stock, $1.00 par value per share. HCC Insurance Holdings, Inc. 13403 Northwest Freeway Houston, Texas 77040-6094 ITEM 2. IDENTITY AND BACKGROUND (A) NAME. Stephen L. Way (B) BUSINESS ADDRESS. 13403 Northwest Freeway Houston, Texas 77040-6094 (C) PRESENT PRINCIPAL OCCUPATION. Chief Executive Officer, Director and Chairman of the Board of HCC Insurance Holdings, Inc. 13403 Northwest Freeway Houston, Texas 77040-6094 (D) CONVICTION(S) IN ANY CRIMINAL PROCEEDING. Not applicable. (E) PARTY TO CIVIL PROCEEDING(S) PERTAINING TO STATE OR FEDERAL SECURITIES LAWS. Not applicable. (F) CITIZENSHIP. United States of America ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Stephen L. Way is the founder of HCC Insurance Holdings, Inc. ("HCC") and has served as Director, Chairman of the Board of Directors, and Chief Executive Officer of HCC since its organization. At the time HCC made its initial public offering of shares of common stock of HCC ("HCC Common Stock"), Mr. Way beneficially owned 1,620,000 shares of HCC Common Stock, or more than five percent of the then outstanding HCC Common Stock. Since that time, Mr. Way has acquired additional shares through stock splits and through the exercise of stock options, which were granted to him by HCC under various incentive plans. Mr. Way has also disposed of some of his HCC Common Stock through sale on the open market, sale through underwritten public offerings, gift, or otherwise. However, the percentage of his beneficial ownership has never been below five percent. CUSIP No. 404 132 102 Page 3 of 7 ITEM 4. PURPOSE OF THE TRANSACTION Since HCC's initial public offering, Mr. Way has periodically acquired or disposed of shares of HCC Common Stock for investment purposes only. Mr. Way has not acquired or disposed of shares pursuant to any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of HCC, or the disposition of securities of HCC; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving HCC or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of HCC or any of its subsidiaries; (d) Any change in the board of directors or management of HCC, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the capitalization or dividend policy of HCC; (f) Any other material change in HCC's business or corporate structure; (g) Changes in the HCC charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of HCC by any person; (h) Causing a class of securities of HCC to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of HCC becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (A) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED: Mr. Way currently beneficially owns 4,570,919 shares (9.35%) of the HCC Common Stock. This amount includes 636,100 shares which he has a right to acquire upon the exercise of options within 60 days from the date hereof. (B) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS: SOLE POWER TO VOTE OR DIRECT THE VOTE: 4,570,919 SHARED POWER TO VOTE OR DIRECT THE VOTE: Not applicable. CUSIP No. 404 132 102 Page 4 of 7 SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: 4,570,919 SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: Not applicable. (C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS.
Dispositions ------------ Date Number of Shares Price Per Share Transaction ---- ---------------- --------------- ----------- 12/15/98 277,894 $17.8125 Payment of exercise price of stock options by delivery or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. 12/15/98 143,859 17.8125 Payment of exercise price of stock options by delivery or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. 12/15/98 2,420 17.8125 Payment of exercise price of stock options by delivery or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. Acquisitions ------------ Date Number of Shares Price Per Share Transaction ---- ---------------- --------------- ----------- 12/15/98 300,000 $16.50 Exercise or conversion of derivative security exempted pursuant to Rule 16b-3. 12/15/98 208,333 12.30 Exercise or conversion of derivative security exempted pursuant to Rule 16b-3. CUSIP No. 404 132 102 Page 5 of 7 12/15/98 5,600 7.70 Exercise or conversion of derivative security exempted pursuant to Rule 16b-3. 12/31/98 150,000 17.75 Acquisition of derivative security, exempted pursuant to Rule 16b-3.
(D) OTHER PERSON WITH RIGHT TO RECEIVE OR DIRECT THE RECEIPT OF DIVIDENDS FROM OR THE PROCEEDS OF THE SALE OF THE SECURITIES. Not applicable. (E) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN 5% OF THE SECURITIES. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. ITEM 7. EXHIBITS Not applicable. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE APPEARS ON THE FOLLOWING PAGE] CUSIP No. 404 132 102 Page 6 of 7 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 1, 1999 --------------------------------------- (Date) /s/ Stephen L. Way --------------------------------------- (Signature) CUSIP No. 404 132 102 Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----