-----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, Ut8iCntu/CA0k2f7/AAXa7X7IGaBkxUsDc74ZVHHgDswKccqhyZ8BQ/sur1gQK06 3qwNrbahxali2rURrlbENQ== 0000940180-97-001098.txt : 19971127 0000940180-97-001098.hdr.sgml : 19971127 ACCESSION NUMBER: 0000940180-97-001098 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971126 SROS: NONE GROUP MEMBERS: HIGH RIDGE CAPITAL LLC GROUP MEMBERS: HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: HIGH RIDGE CAPITAL, LLC GROUP MEMBERS: HRC GENERAL PARTNER LIMITED PARTNERSHIP GROUP MEMBERS: JAMES L. ZECH GROUP MEMBERS: STEVEN J. TYNAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEIBELS BRUCE GROUP INC CENTRAL INDEX KEY: 0000276380 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 570672136 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-20931 FILM NUMBER: 97729173 BUSINESS ADDRESS: STREET 1: 1501 LADY ST STREET 2: P O BOX 1 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037482000 MAIL ADDRESS: STREET 1: 1501 LADY ST STREET 2: P O BOX 1 CITY: COLUMBIA STATE: SC ZIP: 29201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH RIDGE CAPITAL LLC CENTRAL INDEX KEY: 0001050264 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20 LIBERTY STREET STREET 2: PO BOX 388 CITY: CHESTER STATE: CT ZIP: 06412 BUSINESS PHONE: 8605265213 SC 13D 1 SCHEDULE 13D OMB APPROVAL ------------------------------ OMB Number: 3235-1045 Expires: December 31, 1997 Estimated average burden hours per response . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 The Seibels Bruce Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 816006-20 (CUSIP Number) James L. Zech Steven J. Tynan High Ridge Capital, LLC 107 Elm Street Four Stamford Plaza P.O. Box 120043 Stamford, CT 06912-0043 (203) 705-2750 with a copy to: James A. FitzPatrick, Jr. Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019-6092 (212) 259-8000 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 20, 1997 ------------------------------------------------- (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 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 20 SCHEDULE 13D CUSIP No. 816006-20 Page 2 of 20 Pages --------- - -- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: High Ridge Capital, LLC ----------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-1459537 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 703,124* - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 703,124* - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 703,124* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%* --- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes 351,562 shares issuable upon exercise of options held by the Reporting Person at any time before December 31, 1998, and 351,562 shares issuable upon exercise of options held by the Reporting Person at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 2 of 20 SCHEDULE 13D CUSIP No. 816006-20 Page 3 of 20 Pages --------- - -- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: High Ridge Capital Partners Limited Partnership ----------------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-1459533 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 703,124* - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 703,124* - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 703,124* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%* --- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * Includes 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 1998, and 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000; as described in Items 3 and 4 herein. The Reporting Person has entered into an agreement to purchase options representing the right to acquire an additional 703,124 shares of the Issuer, as described in Items 3 and 5 herein. Page 3 of 20 SCHEDULE 13D CUSIP No. 816006-20 Page 4 of 20 Pages --------- - -- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HRC General Partner Limited Partnership --------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-459536 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 703,124* - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 703,124* - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 703,124* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%* --- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * Includes 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 1998, and 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000, as described in Items 3 and 4 herein. High Ridge Capital Partners Limited Partnership, the general partner of which is the Reporting Person, has entered into an agreement to purchase options representing the right to acquire an additional 703,124 shares of the Issuer, as described in Items 3 and 5 herein. Page 4 of 20 SCHEDULE 13D CUSIP No. 816006-20 Page 5 of 20 Pages --------- - -- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: James L. Zech ------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 703,124* - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 703,124* - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%* --- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC, of which the Reporting Person is a member, at any time before December 31, 1998, and 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 5 of 20 SCHEDULE 13D CUSIP No. 816006-20 Page 6 of 20 Pages --------- - -- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Steven J. Tynan --------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 703,124* - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 703,124* - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%* --- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC, of which the Reporting person is a member, at any time before December 31, 1998, and 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 6 of 20 ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, par value $1.00 per share ("Common Stock"), of The Seibels Bruce Group, Inc., a South Carolina corporation. ("SBGI"). The address of the principal executive offices of SBGI is 1501 Lady Street, Columbia, South Carolina 29201. The Reporting Persons have entered into a Joint Filing Agreement dated November 24, 1997, attached hereto as Schedule I. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed on behalf of High Ridge Capital, LLC, a limited liability corporation organized under the laws of the State of Delaware ("High Ridge"), High Ridge Capital Partners Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the "Partnership"), HRC General Partner Limited Partnership, a limited partnership organized under the laws of the State of Delaware ("HRC"), James L. Zech, an individual, and Steven J. Tynan, an individual, each a Reporting Person. High Ridge's principal business is to provide private equity advisory services. The Partnership is a private equity fund that invests exclusively in property/casualty insurance companies and related businesses. HRC is the general partner of the Partnership. High Ridge is the general partner of HRC. Mr. Zech and Mr. Tynan are the members of High Ridge. (b) The address of the principal offices of High Ridge, the Partnership, HRC, Mr. Zech and Mr. Tynan is 107 Elm Street, Four Stamford Plaza, P.O. Box 120043, Stamford CT 06912-0043. (c) Set forth in Schedule II to this Schedule 13D is the name, business address and present principal occupation or employment of each of the executive officers and directors of High Ridge. (d) During the last five years, neither any Reporting Person nor any person identified in Schedule II has been convicted in a criminal proceeding. (e) During the last five years, neither any Reporting Person nor any person identified in Schedule II has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) All directors and executive officers of High Ridge named in Schedule II are citizens of the United States. Page 7 of 20 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Stock Option Purchase Agreement dated as of November 20, 1997 between and among Charles H. Powers, Walker S. Powers, Rex Huggins, Jane Huggins (collectively, the "SBGI Shareholders"), SBGI and High Ridge, (the "LLC Option Agreement"), High Ridge has purchased, for $1.00 payable to each of the SBGI Shareholders, options ("LLC Options") to purchase an aggregate of 703,124 shares of the common stock, par value $1.00 per share ("Common Stock") of SBGI. The source of the consideration paid by High Ridge was working capital. The LLC Option Agreement is attached as Exhibit I to this Schedule 13D. Pursuant to the Stock Option Purchase Agreement dated as of November 20, 1997 between and among the SBGI Shareholders, SBGI and the Partnership (the "Partnership Option Agreement"), the Partnership has agreed to purchase, for $1.00 payable to each of the SBGI Shareholders, options ("Partnership Options") to purchase an aggregate of 703,124 additional shares of Common Stock of SBGI. The source of the consideration to be paid by the Partnership will be working capital. The Partnership Option Agreement is attached as Exhibit II to this Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION. Each of High Ridge and the Partnership has acquired or agreed to acquire, as applicable, its respective Options for investment purposes. Pursuant to the LLC Option Agreement, one half of the LLC Options will expire on December 31, 1998 (the "1998 LLC Options") and the other half will expire on December 31, 2000 (the "2000 LLC Options"). Pursuant to the Partnership Option Agreement, one half of the Partnership Options will expire on December 31, 1998 (the "1998 Partnership Options") and the other half will expire on December 31, 2000 (the "2000 Partnership Options"). Pursuant to the LLC Option Agreement, High Ridge has agreed that in the event that High Ridge should exercise any of the 1998 LLC Options, or transfer, sell or assign any of the 1998 LLC Options to a party other than a party controlled by or under common control with High Ridge, then High Ridge shall within 10 days after any such transaction, pay in cash to the SBGI Shareholders, pro rata in proportion to the 1998 LLC Options sold by such SBGI Shareholders pursuant to the LLC Option Agreement, an amount equal to the product of $2.00 and the number of shares of Common Stock subject to such 1998 LLC Options exercised, transferred, sold or assigned by High Ridge in accordance with Section 4 of the LLC Option Agreement. Pursuant to Section 4 of the Partnership Option Agreement, the Partnership has agreed to the same terms with respect to the 1998 Partnership Options. High Ridge and the Partnership each intends to reexamine its investment in SBGI from time to time and, depending on market considerations and other factors, may exercise its options, or purchase or sell its options or shares of SBGI Common Stock, if appropriate opportunities to do so are available, on such terms and at such time as it considers advisable. Pursuant to the LLC Option Agreement and the Partnership Option Agreement, respectively, the LLC Options and the Partnership Options each remain subject to certain provisions with respect to restrictions on transfer, registration rights and indemnification contained in the Stock Purchase Agreement dated as of January 29, 1996 between Charles H. Powers, Walker S. Powers and SBGI, and the amendment thereto and the Stock Option Agreement dated as of January 30, 1996 Page 8 of 20 between the SBGI Shareholders and SBGI (together, the "1996 Agreements"). The 1996 Agreements are filed as Annexes A and B to SBGI's Definitive Proxy Statement on Schedule 14A filed on May 11, 1996, and are incorporated herein by reference. Subject to the foregoing, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of SBGI, or the disposition of securities of SBGI; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving SBGI or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of SBGI, including any plans or proposals to change the number of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of SBGI; (f) Any other material change in SBGI's business or corporate structure; (g) Changes in SBGI's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of SBGI by any person; (h) Causing a class of securities of SBGI 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 SBGI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) According to SBGI's Quarterly Report on Form 10-Q for the period ended September 30, 1997, there were 7,728,053 shares of SBGI Common Stock issued and outstanding as of October 31, 1997 ("Total Outstanding Shares"). Page 9 of 20 Pursuant to the LLC Option Agreement, High Ridge has acquired the LLC Options, which represent the right to acquire 703,124 shares of Common Stock, or 8.3% of the Total Outstanding Shares on a fully diluted basis without taking into consideration the Partnership Options. All of the Reporting Persons, as a group, have acquired beneficial ownership of the 703,124 shares of Common Stock represented by the LLC Options. Upon consummation of the transactions contemplated by the Partnership Option Agreement, the Partnership will acquire the Partnership Options, which represent the right to acquire an additional 703,124 shares of Common Stock, or 7.6% of the Total Outstanding Shares on a fully diluted basis taking into consideration the LLC Options. Upon consummation of the transactions contemplated by the Partnership Option Agreement, which is subject to the satisfaction of certain regulatory requirements of state insurance departments, each of the Reporting Persons would be deemed, as members of a group, to have acquired beneficial ownership of such additional 703,124 shares of Common Stock, raising the total aggregate beneficial ownership of each of the Reporting Persons in SBGI Common Stock to 15.4% on a fully diluted basis. (c) Neither any Reporting Person nor any person named in Schedule II, has effected any transaction in SBGI Common Stock during the past 60 days, except as disclosed herein. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described in Items 4 and 5 above, to each Reporting Person's knowledge there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person Page 10 of 20 with respect to any securities of SBGI, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Page 11 of 20 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. DESCRIPTION I Stock Option Purchase Agreement, dated as of November 20, 1997, between and among Charles H. Powers, Walker S. Powers, Rex Huggins, Jane Huggins, High Ridge Capital, LLC and The Seibels Bruce Group, Inc. II Stock Option Purchase Agreement, dated as of November 20, 1997, between and among Charles H. Powers, Walker S. Powers, Rex Huggins, Jane Huggins, High Ridge Capital Partners Limited Partnership and The Seibels Bruce Group, Inc. Page 12 of 20 SIGNATURE --------- 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. Date: November 26, 1997 HIGH RIDGE CAPITAL, LLC By: /s/ James L. Zech ----------------- Name: James L. Zech Title: President Page 13 of 20 SIGNATURE --------- 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. Date: November 26, 1997 HRC GENERAL PARTNER LIMITED PARTNERSHIP By: High Ridge Capital, LLC ----------------------- Its: General Partner By: /s/ James L. Zech -------------------- Name: James L. Zech Title: President Page 14 of 20 SIGNATURE --------- 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. Date: November 26, 1997 HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By: HRC General Partner Limited Partnership ----------------------------------------- Its: General Partner By: High Ridge Capital, LLC Its: General Partner By: /s/ James L. Zech -------------------- Name: James L. Zech Title: President Page 15 of 20 SIGNATURE --------- 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. Date: November 26, 1997 /s/ James L. Zech ----------------- James L. Zech Page 16 of 20 SIGNATURE --------- 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. Date: November 26, 1997 /s/ Steven J. Tynan ------------------- Steven J. Tynan Page 17 of 20 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION I Stock Option Purchase Agreement, dated as of November 20, 1997 between and among Charles H. Powers, Walker S. Powers, Rex Huggins, Jane Huggins, High Ridge Capital, LLC and the Seibels Bruce Group, Inc. II Stock Option Purchase Agreement, dated as of November 20, 1997, between and among Charles H. Powers, Walker S. Powers, Rex Huggins, Jane Huggins, High Ridge Capital Partners Limited Partnership and The Seibels Bruce Group, Inc. Page 18 of 20 Schedule I JOINT FILING AGREEMENT ---------------------- The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the stock of The Seibels Bruce Group, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: November 25, 1997 HIGH RIDGE CAPITAL, LLC By: /s/ James L. Zech ---------------------- Name: James L. Zech Title: President HRC GENERAL PARTNER LIMITED PARTNERSHIP By: High Ridge Capital, LLC ----------------------- Its: General Partner By: /s/ James L. Zech --------------------- Name: James L. Zech Title: President HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By: HRC General Partner Limited Partnership --------------------------------------- Its: General Partner By: High Ridge Capital, LLC ----------------------- Its: General Partner By: /s/ James L. Zech --------------------- Name: James L. Zech Title: President /s/ James L. Zech ------------------ James L. Zech /s/ Steven J. Tynan ------------------- Steven J. Tynan Page 19 of 20 Schedule II DIRECTORS AND EXECUTIVE OFFICERS OF HIGH RIDGE CAPITAL, LLC
PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS (IF DIFFERENT FROM NAME TITLES ADDRESS TITLE) James L. Zech Director c/o High Ridge Capital, LLC 107 Elm Street, Four Stamford Plaza President P.O. Box 120043 Stamford, CT 06912 Steven J. Tynan Director c/o High Ridge Capital, LLC 107 Elm Street, Four Stamford Plaza Principal P.O. Box 120043 Stamford, CT 06912
Page 20 of 20 EX-99.I 2 STOCK OPTION PURCHASE AGREEMENT EXHIBIT I STOCK OPTION PURCHASE AGREEMENT ------------------------------- This Stock Option Purchase Agreement, dated as of November 20, 1997 (this "Agreement"), is made between and among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (collectively, the "Sellers," and each individually a "Seller"), High Ridge Capital LLC, a Delaware limited liability corporation ("High Ridge"), and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"). W I T N E S S E T H; -------------------- WHEREAS, pursuant to the terms of a Stock Option Agreement, dated as of January 30, 1996, among the Sellers and the Company (the "Stock Option Agreement") and a Stock Purchase Agreement, dated as of January 29, 1996, among Charles H. Powers, Walker S. Powers and the Company (the "Stock Purchase Agreement"), the Sellers own options (the "Options") to purchase an aggregate of 1,562,500 shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"); WHEREAS, one half of the Options expire on December 31, 1998 (the "1998 Options") and one half of the Options expire on December 31, 2000 (the "2000 Options"); and WHEREAS, the Sellers propose to sell and assign a portion of such Options to High Ridge, High Ridge has agreed to purchase such 1 portion of such Options, and the Company has consented to such sale and assignment, all in accordance with the terms hereof. NOW, THEREFORE, in consideration of the promises, representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers, jointly and severally, and High Ridge and the Company hereby agree as follows: 1. Sale and Assignment. ------------------- Each of the Sellers hereby sells, transfers and assigns to High Ridge, Options for the purchase of the number of shares of the Common Stock of the Company set forth next to the name of such Seller below in this Section 1, together with all rights and interests attendant to such Options pursuant to the Stock Option Agreement and the Stock Purchase Agreement (other than Sections 6.1 and 7.2 thereof), and each of the Sellers acknowledges receipt of cash in the amount of $1 from High Ridge:
Number of Shares Number of Shares Name 1998 Options 2000 Options - ---------------------------- ---------------- ---------------- Charles H. Powers 281,250 281,250 Walker S. Powers 56,250 56,250 Rex Huggins and Jane Huggins 14,062 14,062 ------- ------- 351,562 351,562 ======= =======
2. Company's Consent and Acknowledgement. The Company hereby consents, ------------------------------------- pursuant to Section 3.2 of the Stock Option Agreement and Section 6.4(3) of the Stock Purchase Agreement and otherwise, to the sale and transfer of Options by the Sellers to High Ridge as provided herein. The Company acknowledges and agrees 2 that as to such Options, the terms of the Stock Option Agreement will continue to apply and shall be enforceable in accordance with their terms by and against High Ridge, including without limitation Section 2.4 thereof, which makes applicable to shares of Common Stock purchased through exercise of the Options the provisions of Section 7 of the Stock Purchase Agreement, which provide registration rights with respect to such shares. For purposes of such Section 7, High Ridge shall be deemed a Purchaser thereunder and shall have the same rights as other Purchasers with respect to its shares (other than Section 7.2 thereof). 3. Hiqh Ridqe's Agreement to Be Bound. ---------------------------------- High Ridge hereby acknowledges and agrees that with respect to the Options purchased hereunder, and any shares of Common Stock acquired through the exercise thereof, it shall be bound by the terms of the Stock Option Agreement, including without limitation Sections 2.6 and 3.2 thereof, which among other things restrict transfers of the Options and shares of Common Stock acquired through the exercise thereof. Without limiting the generality of the foregoing, High Ridge hereby acknowledges and agrees it shall be bound by the provisions of Section 5.4 of the Stock Purchase Agreement entitled "Securities Act of 1933" (including Sections 5.4.1 and 5.4.2 thereunder), Section 5.3 of the Stock Purchase Agreement entitled "The Shares", Section 5.4 of the Stock Purchase Agreement entitled "Cooperation with Filings", Section 6.4 of the Stock Purchase Agreement entitled "Restrictions on Resale" and Section 9 of the Stock Purchase Agreement entitled "Indemnification 3 By the Purchasers" of the Stock Purchase Agreement (including Sections 9.1 and 9.2 thereunder) provided, however, that High Ridge shall not provide indemnification with respect to acts or omissions of any other Purchaser. 4. Contingent Payment Obligation. ----------------------------- In the event that High Ridge should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with High Ridge, High Ridge shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by High Ridge. In the event of any stock dividend, stock split, combination of shares or other similar change with respect to the Common Stock of the Company, the amount payable by High Ridge under this Section 4 shall be adjusted accordingly. 5. Representations and Warranties by Sellers. ----------------------------------------- Each Seller jointly and severally represents, warrants and covenants as follows: (a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party. 4 (b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound. 6. Representations and Warranties by High Ridge. -------------------------------------------- High Ridge represents and warrants as follows: (a) High Ridge is acquiring Options hereunder for investment purposes only. (b) The execution, delivery and performance of this Agreement by High Ridge does not conflict with or constitute a default under any agreement or instrument to which High Ridge is a party or is bound. (c) High Ridge is a limited liability company formed under the laws of the State of Delaware. The execution and delivery of the Agreement, the receipt of the Options and compliance by High Ridge with all of the other provisions of this Agreement are within the powers and capacity of High Ridge. (d) Except for a Form 13D under the United States Securities Exchange Act of 1934 as amended, and Rule 13-3 thereunder, no approval, consent or authorization of, or declaration or filing with, any governmental or judicial authority is required in connection with the execution and delivery of the Agreement by High Ridge or the performance by High Ridge hereunder. 5 (e) This Agreement has been duly executed by or on behalf of High Ridge and is a valid and binding obligation enforceable against High Ridge in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7. Amendments. No amendment or modification of this Agreement will be ---------- effective unless it is in writing and duly executed by each party to be charged thereunder. 8. Counterpart. This Agreement may be executed in two or more ----------- counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. HIGH RIDGE CAPITAL LLC By: /s/ Steven J. Tynan ----------------------------------- Steven J. Tynan Principal THE SELLERS /s/ Charles H. Powers ----------------------------------- Charles H. Powers /s/ Walker S. Powers ----------------------------------- Walker S. Powers /s/ Rex Huggins ----------------------------------- Rex Huggins /s/ Jane Huggins ----------------------------------- Jane Huggins THE SEIBELS BRUCE GROUP, INC. By: /s/ Ernst N. Csiszar ----------------------------------- Ernst N. Csiszar President and Chief Executive Officer EX-99.II 3 STOCK OPTION PURCHASE AGREEMENT EXHIBIT II STOCK OPTION PURCHASE AGREEMENT ------------------------------- This Stock Option Purchase Agreement, dated as of November 20, 1997 (this "Agreement"), is made between and among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (collectively the "Sellers," and each individually a "Seller"), High Ridge Capital Partners Limited Partnership, a Delaware limited partnership (the "Fund"), and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"). W I T N E S S E T H: -------------------- WHEREAS, pursuant to the terms of a Stock Option Agreement, dated as of January 30, 1996, among the Sellers and the Company (the "Stock Option Agreement") and a Stock Purchase Agreement, dated as of January 29, 1996, among Charles H. Powers, Walker S. Powers and the Company (the "Stock Purchase Agreement"), the Sellers own options (the "Options") to purchase an aggregate of 1,562,500 shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"); WHEREAS, one half of the Options expire on December 31, 1998 (the "1998 Options") and one half of the Options expire on December 31, 2000 (the "2000 Options"); and WHEREAS, the Sellers propose to sell and assign a portion of such Options to the Fund, the Fund has agreed to purchase such 1 portion of such Options, and the Company has consented to such sale and assignment, all in accordance with the terms hereof. NOW, THEREFORE, in consideration of the promises, representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers, jointly and severally, and the Fund and the Company hereby agree as follows: 1. Sale and Assignment. ------------------- Upon the terms and subject to the conditions contained herein, on the fifth business day following the satisfaction of the conditions set forth in Section 7 of this Agreement (the "Closing Date"), each of the Sellers shall sell, transfer and assign to the Fund, Options for the purchase of the number of shares of the Common Stock of the Company set forth next to the name of such Seller below in this Section 1, together with all rights and interests attendant to such Options pursuant to the Stock Option Agreement and the Stock Purchase Agreement (other than Sections 6.1 and 7.2 thereof), and the Fund shall pay to each of the Sellers cash in the aggregate amount of $1: Number of Shares Number of Shares Name 1998 Options 2000 Options - ---------------------------- ---------------- ---------------- Charles H. Powers 281,250 281,250 Walker S. Powers 56,250 56,250 Rex Huggins and Jane Huggins 14,062 14,062 ------- ------- 351,562 351,562 ======= ======= 2 2. Company' Consent and Acknowledgement. The Company hereby consents, ------------------------------------ pursuant to Section 3.2 of the Stock Option Agreement and Section 6.4(3) of the Stock Purchase Agreement and otherwise, to the sale and transfer of Options by the Sellers to the Fund as provided herein. The Company acknowledges and agrees that as to such Options, the terms of the Stock Option Agreement will continue to apply and shall be enforceable in accordance with their terms by and against the Fund, including without limitation Section 2.4 thereof, which makes applicable to shares of Common Stock purchased through exercise of the Options the provisions of Section 7 of the Stock Purchase Agreement, which provide registration rights with respect to such shares. For purposes of such Section 7, the Fund shall be deemed a Purchaser thereunder and shall have the same rights as other Purchasers with respect to its shares (other than Section 7.2 thereof). 3. The Fund's Agreement to be Bound. -------------------------------- The Fund hereby acknowledges and agrees that with respect to the Options purchased hereunder, and any shares of Common Stock acquired through the exercise thereof, it shall be bound by the terms of the Stock Option Agreement, including without limitation Sections 2.6 and 3.2 thereof, which among other things restrict transfers of the Options and shares of Common Stock acquired through the exercise thereof. 3 Without limiting the generality of the foregoing, the Fund hereby acknowledges and agrees it shall be bound by the provisions of Section 5.4 of the Stock Purchase Agreement entitled "Securities Act of 1933" (including Sections 5.4.1 and 5.4.2 thereunder), Section 5.3 of the Stock Purchase Agreement entitled "The Shares", Section 5.4 of the Stock Purchase Agreement entitled "Cooperation with Filings", Section 6.4 of the Stock Purchase Agreement entitled "Restrictions on Resale" and Section 9 of the Stock Purchase Agreement entitled "Indemnification by the Purchasers" of the Stock Purchase Agreement (including Sections 9.1 and 9.2 thereunder) provided, however, that the Fund shall not provide indemnification with respect to the acts or omissions of any other Purchaser. 4. Contingent Payment Obligation. ----------------------------- In the event that the Fund should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with the Fund, the Fund shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by the Fund. In the event of any stock dividend, stock split, combination of shares or other similar change with respect to the Common Stock of the Company, the amount payable by the Fund under this Section 4 shall be adjusted accordingly. 4 5. Representations and Warranties by Sellers. ----------------------------------------- Each Seller jointly and severally represents, warrants and covenants as follows: (a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party. (b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound. 6. Representations and Warranties by the Fund. ------------------------------------------ The Fund represents and warrants as follows: (a) The Fund is acquiring Options hereunder for investment purposes only. (b) The execution, delivery and performance of this Agreement by the Fund does not conflict with or constitute a default under any agreement or instrument to which the Fund is a party or is bound. (c) The Fund is a limited partnership organized under the laws of the State of Delaware. The execution and delivery of this Agreement, the receipt of the Options and compliance by the Fund with all of the other provisions of this Agreement are within the powers and capacity of the Fund. 5 (d) Except for a Form 13D under the United States Securities Exchange Act of 1934, as amended, and Rule 13-d thereunder, and regulatory filings or approvals with certain state Insurance Departments, no approval, consent or authorization of, or declaration or filing with, any governmental or judicial authority is required in connection with the execution and delivery of this Agreement by the Fund or the performance by the Fund hereunder. (e) This Agreement has been duly executed by or on behalf of the Fund and is a valid and binding obligation enforceable against the Fund in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7. Condition to Closing. The obligations of each party to this -------------------- Agreement to consummate the transactions contemplated hereby on the Closing Date are subject to the reasonable satisfaction of each such party that all regulatory filings required to be made prior to the Closing Date, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from any governmental authority (including, without 6 limitation, the insurance department of any state) in connection with the transactions contemplated herein shall have been made or obtained, without the imposition of any material condition, restriction or required undertaking not expressly set forth in applicable statutes and regulations ("Regulatory Consents"). 8. Covenant to Use All Commercially Reasonable Efforts to Obtain ------------------------------------------------------------- Regulatory Consents. Sellers, the Fund and the Company shall, as soon as - ------------------- practicable, commence to take all commercially reasonable actions required to obtain as promptly as practicable all Regulatory Consents necessary to authorize, approve or permit the consummation of the transactions contemplated hereby, and Sellers, the Fund and the Company shall cooperate with each other with respect thereto. In addition, upon the terms and subject to the conditions herein provided, Sellers, the Fund and the Company covenant and agree to use all commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to obtain the Regulatory Consents. 9. Termination. This Agreement may be terminated and the transactions ----------- contemplated hereby abandoned prior to the Closing Date: (a) at any time by mutual agreement in writing of the parties hereto; or (b) on June 30, 1998 if the Required Consents have not been obtained on or prior to that date, unless the parties hereto shall agree in writing to extend the term of this Agreement. 7 10. Amendments. No amendment or modification of this Agreement will be ---------- effective unless it is in writing and duly executed by each party to be charged thereunder. 11. Counterpart. This Agreement may be executed in two or more ----------- counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By High Ridge Capital LLC By: /s/ Steven J. Tynan ----------------------------------- Steven J. Tynan Principal THE SELLERS /s/ Charles H. Powers ----------------------------------- Charles H. Powers /s/ Walker S. Powers ----------------------------------- Walker S. Powers /s/ Rex Huggins ----------------------------------- Rex Huggins /s/ Jane Huggins ----------------------------------- Jane Huggins THE SEIBELS BRUCE GROUP, INC. By: /s/ Ernst N. Csiszar ----------------------------------- Ernst N. Csiszar President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----