-----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, BX5HTITp4Y59pTSX98h7NWxCkUeCj1Xy8MNJjS/0/ZFndEv6YXWBNqJk6PKH1z5T 6AUmGKv+bE3GodRT+ZwFzw== 0000950129-01-502178.txt : 20010730 0000950129-01-502178.hdr.sgml : 20010730 ACCESSION NUMBER: 0000950129-01-502178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010718 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010727 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13790 FILM NUMBER: 1691087 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 8-K 1 h89353e8-k.txt HCC INSURANCE HOLDINGS INC - REPORT DATE 7/18/2001 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JULY 18, 2001 HCC INSURANCE HOLDINGS, INC. (EXACT NAME OR REGISTRANT SPECIFIED IN ITS CHARTER) STATE OR OTHER COMMISSION IRS EMPLOYER JURISDICTION FILE NUMBER: IDENTIFICATION OF INCORPORATION: NUMBER: DELAWARE 0-20766 76-0336636
13403 NORTHWEST FREEWAY HOUSTON, TEXAS 77040-6094 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - (713) 690-7300 --------------------------------------------- 2 ITEM 5. OTHER EVENTS 1. On July 18, 2001, HCC Insurance Holdings, Inc. ("HCC") announced that it had signed a letter of intent to acquire all of the outstanding shares of ASU International, Inc. in a cash transaction. 2. On July 26, 2001, HCC announced that it had signed a letter of intent to acquire all of the outstanding shares of Marshall Rattner, Inc., the parent company of Professional Indemnity Agency, Inc. in a cash and stock transaction. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Exhibits. 99.1 Press Release dated July 18, 2001, announcing HCC's intention to acquire ASU International, Inc. 99.2 Press Release dated July 26, 2001 announcing HCC's intention to acquire Marshall Rattner, Inc. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 27, 2001 HCC INSURANCE HOLDINGS, INC. By: /s/ Christopher L. Martin -------------------------------------------- Christopher L. Martin Vice President and General Counsel 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 99.1 Press Release dated July 18, 2001 announcing HCC's intention to acquire ASU International, Inc. 99.2 Press Release dated July 26, 2001 announcing HCC's intention to acquire Marshall Rattner, Inc.
EX-99.1 2 h89353ex99-1.txt PRESS RELEASE - INTENTION TO ACQUIRE 1 EXHIBIT 99.1 HCC TO ACQUIRE ASU INTERNATIONAL HOUSTON (July 18, 2001) . . . Stephen L. Way, Chairman and Chief Executive Officer of HCC INSURANCE HOLDINGS, INC. (NYSE symbol: HCC), announced today that it had signed a letter of intent to acquire all of the outstanding shares of ASU International, Inc. in a cash transaction which is expected to close in August, 2001. ASU is an underwriting agency focusing on specialty lines of insurance, being especially noted for pioneering non-traditional disability products for professional athletes, entertainers and high profile individuals in the business world. ASU has also expanded and developed event cancellation, prize indemnity, weather insurance and other unique contingency products for the promotions/marketing industry. Founded in January of 1982, ASU has become recognized as the leader in its field and enjoys a first class reputation worldwide. ASU is expected to underwrite more than $100 million in premium during 2001. 2 Mr. Way stated that this acquisition was part of HCC's continuing philosophy to expand its underwriting agency operations, providing HCC diversification into new specialty lines of business. Edward A. Dipple, ASU's founder, who will remain Chairman, stated that he and his existing team would continue to manage ASU operations following the acquisition. Mr. Dipple added that as part of the HCC group, ASU would be able to provide increased stability to its producers, clients and reinsurers, creating an even stronger foundation from which to further expand its operations. HCC is an international insurance holding company with assets exceeding $2.75 billion and whose shares are traded on the NYSE (symbol: HCC), with a market capitalization of over $1.5 billion. HCC is rated AA (Very Strong) by Standard & Poor's and A+ (Superior) by A.M. Best Company. For more information, visit our website at WWW.HCCH.COM. Contact: L. Byron Way, Vice President, at HCC Insurance Holdings, Inc. (713) 690-7300 2 3 This press release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate may occur in the future, including such things as future capital expenditures, business strategies, competitive strengths, goals, growth of our businesses and operations, plans and references to future successes may be considered forward-looking statements. Also, when we use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "probably" or similar expressions, we are making forward-looking statements. Many risks and uncertainties may impact the matters addressed in these forward-looking statements. Many possible events or factors could affect our future financial results and performance. These could cause our results or performance to differ materially from those we express in our forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this press release, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur. * * * * * * * * * 3 EX-99.2 3 h89353ex99-2.txt PRESS RELEASE - INTENTION TO ACQUIRE 1 EXHIBIT 99.2 HCC TO ACQUIRE PROFESSIONAL INDEMNITY AGENCY HOUSTON (July 26, 2001) . . . Stephen L. Way, Chairman and Chief Executive Officer of HCC INSURANCE HOLDINGS, INC. (NYSE symbol: HCC) announced today that the Company has signed a letter of intent to acquire all of the outstanding shares of Marshall Rattner, Inc., the parent company of Professional Indemnity Agency, Inc. ("PIA"). The transaction contemplates a combination of cash and HCC shares and is expected to close in August, 2001. PIA is an underwriting agency based in Mt. Kisco, New York focusing on specialty lines of insurance including kidnap & ransom, miscellaneous errors & omissions and directors & officers insurance. Founded in 1977, PIA is recognized as a leader in its specialty insurance business and enjoys a superior reputation, worldwide. PIA is expected to underwrite approximately $110 million in premium during 2001. Mr. Way stated that this acquisition is part of HCC's continuing philosophy to expand its underwriting agency operations and also provide the Company diversification into new specialty lines of business. 2 Mark E. Rattner, who will remain President and Chief Executive Officer of PIA, stated that he and his existing team would continue to manage PIA's operations following the transaction. Mr. Rattner added that as part of the HCC group, PIA will be able to provide increased stability to its reinsurers, producers and clients, as well as expand its operations into other specialty lines of business, possibly through further acquisitions. HCC is an international insurance holding company with assets exceeding $2.75 billion and whose shares are traded on the NYSE (symbol: HCC) with a market capitalization of over $1.5 billion. HCC is rated AA (Very Strong) by Standard & Poor's and A+ (Superior) by A. M. Best Company. For more information, visit our website at WWW.HCCH.COM. Contact: L. Byron Way, Vice President at HCC Insurance Holdings, Inc. (713) 690-7300 This press release contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that we expect or anticipate may occur in the future, including such things as future capital expenditures, business strategies, competitive strengths, goals, growth of our businesses and operations, plans and references to future successes may be considered forward-looking statements. Also, when we use words 2 3 such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "probably" or similar expressions, we are making forward-looking statements. Many risks and uncertainties may impact the matters addressed in these forward-looking statements. Many possible events or factors could affect our future financial results and performance. These could cause our results or performance to differ materially from those we express in our forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements included in this press release, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release may not occur. * * * * 3 -----END PRIVACY-ENHANCED MESSAGE-----