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-----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, VZmWlel7V5z8j97X2gjbaQhw8v8m0HhaPfoLXqEjdmLTF2oncmMFHJ3Jad0PuMkD LMPO4nQWr818BENGL0sUUg== 0000950129-06-005840.txt : 20060525 0000950129-06-005840.hdr.sgml : 20060525 20060525172639 ACCESSION NUMBER: 0000950129-06-005840 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 EFFECTIVENESS DATE: 20060525 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-134484 FILM NUMBER: 06868082 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCC CAPITAL TRUST I CENTRAL INDEX KEY: 0001124211 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-134484-02 FILM NUMBER: 06868084 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 MAIL ADDRESS: STREET 1: 13403 NORTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77040-6094 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCC CAPITAL TRUST II CENTRAL INDEX KEY: 0001124212 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-134484-01 FILM NUMBER: 06868083 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 MAIL ADDRESS: STREET 1: 13403 NORTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77040-6094 S-3ASR 1 h36604sv3asr.htm HCC INSURANCE HOLDINGS, INC. sv3asr

As filed with the Securities Exchange Commission on May 25, 2006,

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HCC Insurance Holdings, Inc.

(Exact name of Registrant as specified in its charter)


Delaware		76-0336636
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

HCC Capital Trust I

(Exact name of Registrant as specified in its charter)


Delaware		76-6494416
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

HCC Capital Trust II

(Exact name of Registrant as specified in its charter)


Delaware		76-6494417
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13403 Northwest Freeway

Houston, Texas 77040

(713) 690-7300

(Address, including zip code, and telephone number, including area code, of each Registrant’s principal executive offices)

STEPHEN L. WAY

13403 Northwest Freeway

Houston, Texas 77040

(713) 690-7300

(Name, address including zip code, and telephone number, including area code, of agent for service)

copies to:


ARTHUR S. BERNER, ESQ. Haynes and Boone, LLP 1221 McKinney Street, Suite 2100 Houston, Texas 77010 (713) 547-2526		CHRISTOPHER L. MARTIN, ESQ. Executive Vice President and General Counsel HCC Insurance Holdings, Inc. 13403 Northwest Freeway Houston, Texas 77040 (713) 690-7300

Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective, as determined by the applicable Registrant.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE




		Proposed Maximum
Title of Each Class of	Amount	Aggregate Offering	Amount of
Securities to be Registered	to be Registered(1)	Price(1)	Registration Fee

Common Stock of HCC Insurance Holdings, Inc. (par value $1.00 per share)
Debt Securities of HCC Insurance Holdings, Inc.
Warrants of HCC Insurance Holdings, Inc.
Trust Preferred Securities of HCC Capital Trust I and HCC Capital Trust II(4)
Guarantees of HCC Insurance Holdings, Inc. with respect to Trust Preferred Securities(4)
Total	$1,000,000,000	$1,000,000,000	(2)(3)


(1)	An indeterminate number or principal amount of common stock, debt securities, warrants and guarantees of HCC Insurance Holdings, Inc., and trust preferred securities of HCC Capital Trust I and HCC Capital Trust II, as may from time to time be issued at indeterminate prices, with an aggregate offering price not to exceed $1,000,000,000.

(2)	The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933 in reliance on Rule 456(b). The Registrants previously paid $90,206 of filing fees, which is being applied to offset the filing fees due for this Registration Statement. The Registrants hereby elect to defer the payment of any additional filing fees pursuant to Rule 456(b) and to pay such additional filing fees on a pay-as-you-go basis. As a result, Rule 457(r) provides that the table does not need to specify the information as to the amount to be registered, the proposed maximum aggregate offering price, or the amount of registration fee for any class of security listed, and that the registration fee shall be subsequently calculated based on the applicable fee payment rates in effect on the date of the payment of the fees.

(3)	Pursuant to Rule 457(p), the Registrants are entitled to offset, against the filing fee due for this Registration Statement, $90,206 of the filing fee paid with respect to the $375,015,625 of unsold securities under Registration Statement Nos. 333-76122 and 333-58350.

(4)	No separate consideration will be received for the guarantees of the trust preferred securities. Debt securities may be purchased by each of HCC Capital Trust I and HCC Capital Trust II with the proceeds of the sale of the trust preferred securities, in which case no separate consideration will be received for the debt securities. Such debt securities may later be distributed to the holders of trust preferred securities.

PROSPECTUS

HCC Insurance Holdings, Inc.

Common Stock

Debt Securities

Warrants

Guarantees

HCC Capital Trust I

HCC Capital Trust II

Trust Preferred Securities

Fully and Unconditionally Guaranteed

by HCC Insurance Holdings, Inc.

We or either of the Trusts may offer from time to time up to $1,000,000,000 of any combination of the securities described in this prospectus. Neither we, nor the Trusts, will offer or sell any securities under this prospectus unless accompanied by a prospectus supplement or a prospectus contained in a post-effective amendment to the registration statement of which this prospectus is a part.

We may offer and sell, from time to time:


	•	shares of our common stock;

	•	debt securities;

	•	warrants to purchase our debt securities or our common stock; and

	•	guarantees of trust preferred securities sold by a Trust.

Each Trust may offer and sell, from time to time, trust preferred securities representing undivided beneficial interests in the assets of the respective Trust.

We will provide the specific terms of these securities in one or more supplements to this prospectus, a prospectus contained in a post-effective amendment, or documents we incorporate herein by reference. You should read this prospectus, any prospectus supplement, any prospectus contained in a post-effective amendment and the documents incorporated herein by reference carefully before you invest in these securities.

We may sell the securities directly, or through agents designated from time to time, or to or through underwriters or dealers. If any underwriters are involved in the sale of any securities, their names and any applicable commissions or discounts will be set forth in a prospectus supplement, in a prospectus contained in a post-effective amendment or in the documents we incorporate herein by reference.

Our common stock is listed on the New York Stock Exchange under the Symbol “HCC.” The last reported sale price on May 24, 2006 was $31.01 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy of this prospectus or whether it is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 25, 2006.

TABLE OF CONTENTS


	Page

About This Prospectus		1
The Company		2
The Trusts		2
Use of Proceeds		2
Ratio of Earnings to Fixed Charges		3
Description of Securities		3
Certain Legal Matters		3
Experts		3
About Forward-Looking Statements		4
Where You Can Find More Information		5
Opinion of Haynes and Boone, L.L.P.
Opinion of Richards, Layton & Finger, P.A.
Statement of Ratios of Earnings to Fixed Charges
Consent of PricewaterhouseCoopers LLP
Powers of Attorney

ABOUT THIS PROSPECTUS

As used in this prospectus, unless otherwise required by the context, the terms “we,” “us,” “our” and the “Company” refer to HCC Insurance Holdings, Inc. and its consolidated subsidiaries, and the term “HCC” refers only to HCC Insurance Holdings, Inc. References to a “Trust” refer to either HCC Capital Trust I or HCC Capital Trust II, which are the Delaware statutory business trusts that we have formed to issue the trust preferred securities which may be issued under this prospectus.

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission using an “automatic shelf” registration process for “well-known seasoned issuers.” Under the automatic shelf registration process, we may offer and sell from time to time any combination of shares of our common stock, debt securities, warrants to purchase our debt securities or our common stock, and guarantees of trust preferred securities sold by a Trust. In addition, a Trust may offer and sell, from time to time, trust preferred securities representing undivided beneficial interests in assets of the respective Trust. Our securities and those of the Trusts may be offered in one or more offerings with a total offering price of up to $1,000,000,000. Each time we use this prospectus to offer securities, we will provide a prospectus supplement or a prospectus contained in a post-effective amendment to the registration statement of which this prospectus is a part that will contain or will indicate where specific information about the terms of that offering may be obtained. The prospectus supplement, the prospectus contained in a post-effective amendment or the documents we incorporate herein by reference may also add, update or change information contained in this prospectus. Please carefully read this prospectus, any prospectus supplement, any prospectus contained in a post-effective amendment and the documents incorporated by reference in the prospectus together with the additional information described under “Where You Can Find More Information” before you make an investment decision.

You should rely only on the information contained in this prospectus, the applicable prospectus supplement and the applicable prospectus contained in a post-effective amendment. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. Neither the delivery of this prospectus, any prospectus supplement or any prospectus contained in a post-effective amendment, nor any offer or sale under any such prospectus shall, under any circumstances, create any implication that there has been no change in our business, risks related to our business, financial condition, results of operations and prospects, that the information contained in any such prospectus is accurate as of any date other than the date of such prospectus, or that any information incorporated by reference in any such prospectus is accurate at any time subsequent to its date.

THE COMPANY

We are a Delaware corporation, which was formed in 1991. Our predecessor corporation was formed in 1974.

We provide specialized property and casualty, surety, and group life, accident and health insurance coverages and related agency and reinsurance brokerage services to commercial customers and individuals. We concentrate our activities in selected, narrowly defined, specialty lines of business. We operate primarily in the United States, the United Kingdom, Spain, Bermuda and Ireland. Some of our operations have a broader international scope. We underwrite insurance both on a primary basis, where we insure a risk in exchange for a premium, and on a reinsurance basis, where we insure all or a portion of another insurance company’s risk in exchange for all or a portion of the premium. We market our products both directly to customers and through a network of independent brokers, producers and agents.

Our principal executive offices are located at 13403 Northwest Freeway, Houston, Texas 77040 and our telephone number is (713) 690-7300. We maintain a website at www.hcc.com. The reference to our website address does not constitute incorporation by reference of the information contained on this site.

THE TRUSTS

Each Trust is a statutory business trust that we have formed under Delaware law. For each Trust there is a trust agreement among HCC, as depositor, Wachovia Bank, National Association (as successor to First Union National Bank), as property trustee, and Wachovia Trust Company, National Association (as successor to First Union Trust Company, N.A.), as Delaware trustee. For each Trust there is also a certificate of trust filed with the Delaware Secretary of State. When we are ready to issue and sell securities through the Trust, the trust agreement will be amended to read substantially like the form of amended and restated trust agreement that is filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. Each trust agreement has been qualified as an indenture under the Trust Indenture Act of 1939.

The Trusts have no separate financial statements. Separate financial statements would not be material to holders of the trust preferred securities because the Trusts have no independent operations.

The principal executive office of each Trust is 13403 Northwest Freeway, Houston, Texas 77040, and its telephone number is (713) 690-7300.

USE OF PROCEEDS

Except as otherwise described in the applicable prospectus supplement or prospectus contained in a post-effective amendment, or in documents that we incorporate herein by reference, we intend to use the net proceeds from the sale of our securities (either to the Trusts or directly to the public) for general corporate purposes, including, but not limited to, the following purposes:


	•	contribute capital to insurance company subsidiaries;

	•	make acquisitions;

	•	make capital expenditures;

	•	provide working capital;

	•	purchase equity or fixed income investments;

	•	repay or refinance debt or other corporate obligations; or

	•	repurchase and redeem securities.

Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

Each Trust will use all of the proceeds it receives from the sale of its trust preferred securities to purchase from us debt securities that will provide the funds for that Trust’s payments to purchasers of its trust preferred securities.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of our earnings to fixed charges for the periods indicated are as follows:


	For the Three
	Months Ended
	March 31, 2006		2005	2004	2003	2002	2001

Ratio of earnings to fixed charges		39.66	26.21	21.59	16.85	14.68	5.87

For these ratios, fixed charges consist of interest expense, including amounts capitalized and amortization of capitalized expenses related to indebtedness, and 33% of rent expense, which represents a reasonable approximation of the interest factor of rent expense. Earnings consist of earnings from continuing operations before income tax expense plus fixed charges.

DESCRIPTION OF SECURITIES

We may offer and sell, from time to time:


	•	shares of our common stock;

	•	debt securities;

	•	warrants to purchase our debt securities or our common stock; and

	•	guarantees of trust preferred securities sold by a Trust.

A Trust may offer and sell, from time to time, trust preferred securities representing undivided beneficial interests in the assets of the respective Trust. HCC will guarantee the trust preferred securities.

We will provide the specific terms of these securities in one or more supplements to this prospectus or prospectuses contained in a post-effective amendment, or the documents that we incorporate herein by reference.

CERTAIN LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplements or prospectus contained in a post-effective amendment or the documents we incorporate herein by reference, the validity of the securities offered by this prospectus will be passed upon (a) for us by Haynes and Boone, LLP, our legal counsel, and (b) for the Trusts (with respect to the validity of the trust preferred securities under Delaware law) by Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel to us and the Trusts.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of HCC Insurance Holdings, Inc. for the year ended December 31, 2005 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

ABOUT FORWARD-LOOKING STATEMENTS

This prospectus 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 or incorporated by reference in this prospectus that address activities, events or developments that we expect or anticipate may occur in the future, including such things as future capital expenditures, business strategy, competitive strengths, goals, growth of our business 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, including, among other things:


	•	the effects of catastrophic losses;

	•	the cyclical nature of the insurance business;

	•	inherent uncertainties in the loss estimation process, which can adversely impact the adequacy of loss reserves;

	•	the effects of emerging claim and coverage issues;

	•	the effects of extensive governmental regulation of the insurance industry;

	•	potential credit risk with brokers;

	•	our increased retention of risk, which could expose us to greater potential losses;

	•	the adequacy of reinsurance protection;

	•	the ability or willingness of reinsurers to pay balances due us;

	•	the occurrence of terrorist activities;

	•	our ability to maintain our competitive position;

	•	changes in our assigned financial strength ratings;

	•	our ability to raise capital in the future;

	•	attraction and retention of qualified employees;

	•	fluctuations in the fixed income securities market, which may reduce the value of our investment assets;

	•	our ability to successfully expand our business through the acquisition of insurance-related companies;

	•	our ability to receive dividends from our insurance company subsidiaries in needed amounts;

	•	fluctuations in foreign exchange rates;

	•	failures of our information technology systems, which could adversely affect our business; and

	•	other matters set forth under the heading “Risk Factors” in documents we incorporate by reference into this prospectus.

These events or factors 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 which are included in this prospectus, 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, any forward-looking events discussed in this prospectus may not occur.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers (including us) that file documents with the SEC electronically. Our SEC filings may be obtained from that website. Please call the SEC at 1-800-SEC-0330 for further information on the public reference facilities. You may also read and copy any document we file with the SEC at the following SEC public reference facility:

Public Reference Room

100 F Street, N.E.

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549, by e-mailing the Public Reference Room of the SEC at publicinfo@sec.gov, or by facsimile at (202) 777-1027.

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we terminate the offering:


	•	Our Annual Report on Form 10-K for the year ended December 31, 2005;

	•	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006; and

	•	Our Current Reports on Form 8-K filed on January 6, 2006, January 11, 2006, February 9, 2006, February 13, 2006, March 6, 2006, March 27, 2006, April 3, 2006, April 4, 2006, April 11, 2006, May 4, 2006 and May 19, 2006 (in all cases, to the extent these items were “filed” with the SEC and not “furnished”).

Any person, including any beneficial owner, may request a copy of these filings, at no cost, by writing or telephoning us at the following address and telephone number:


	Investor Relations
	HCC Insurance Holdings, Inc.
	13403 Northwest Freeway
	Houston, TX 77040
	713-690-7300

HCC Insurance Holdings, Inc.

Common Stock

Debt Securities

Warrants

Guarantees

HCC Capital Trust I

HCC Capital Trust II

Trust Preferred Securities

Fully and Unconditionally Guaranteed

by HCC Insurance Holdings, Inc.

PROSPECTUS

May 25, 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14.	*Other Expenses of Issuance and Distribution.*


SEC Registration Fee		$		†
Printing			100,000	*
Accounting Fees and Expenses			50,000	*
Legal Fees and Expenses			75,000	*
Transfer Agent Fees			5,000	*
Transfer Fees and Expenses			30,000	*
Rating Agency Fees and Expenses			100,000	*
Blue Sky Fees and Expenses			10,000	*
Miscellaneous			20,000	*

	Total	$	390,000	*


*	Estimated.


†	Deferred in accordance with Rule 457(r) and Rule 456(b) of the Securities Act of 1933.


ITEM 15.	*Indemnification of Directors and Officers.*

HCC Insurance Holdings, Inc. (the “Company”) is incorporated under the laws of the State of Delaware. Subsection (b)(7) of Section 102 of the Delaware General Corporation Law (the “DGCL”) enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which the director derived an improper personal benefit.

Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Article 11 of the Company’s certificate of incorporation, as amended, requires the Company to indemnify the Company’s directors and officers to the extent permitted under Section 145.

Article VIII of the Company’s bylaws provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative (other than action by or in the right of the Company), by reason of the fact that he is or was a director or officer of the Company, or is or was

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serving at the request of the Company as a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The determination of whether an incumbent or former director or officer is entitled to indemnification because it has met the applicable standards of conduct set forth above is to be made, unless ordered by a court: (i) by a majority vote of a quorum consisting of directors who at the time of the vote are not parties to the proceeding; (ii) if such quorum cannot be obtained, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by a vote of shareholders of the Company. The bylaws further provide that the expenses (including attorneys’ fees) incurred in any such action by a director or officer of the Company may be paid or reimbursed by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of a written undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed by the Company if it is ultimately determined that he is not entitled to be indemnified by the Company as authorized therein.

The Company’s bylaws also provide that the Company may indemnify to the extent of the provisions set forth therein, any person, other than an officer or director, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was an employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, if such person makes written application for such indemnification to the Board of Directors and the Board of Directors so determines that indemnification is appropriate and the extent thereof.

The Company’s bylaws further provide that the indemnification described therein is not exclusive, and shall not exclude any other rights to which those seeking to be indemnified may be entitled under statute, any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and to his action in another capacity while holding such office.

The Amended and Restated Trust Agreement for each of the Trusts will provide for the indemnification by the Company to the fullest extent permitted by applicable law of a Trustee, an Administrator, a Paying Agent, any affiliate of any of such parties, any officer, director, shareholder, member, partner, employee, representative or agent of a Trustee, or an employee or agent of the Trusts or their affiliates. The Company will also be obligated to advance expenses, including legal expenses, from time to time upon the indemnified party’s written affirmation that such party believes in good faith to have met the standard of conduct set forth in the Trust Agreement and an undertaking to repay any amounts advanced if such party is not entitled to indemnification.


ITEM 16.	*Exhibits and Financial Statement Schedules.*


	(a)	Exhibits

Items denoted by a letter are incorporated by reference to other documents previously filed with the Securities and Exchange Commission as set forth at the end of this table. Items not denoted by a letter but denoted with an * are being filed herewith.


Exhibit
Number

	1	.1(a)	—	Form of Underwriting Agreement (Common Stock HCC Insurance Holdings, Inc.).
	1	.2(a)	—	Form of Underwriting Agreement (Senior Debt Securities and Junior Subordinated Debt Securities of HCC Insurance Holdings, Inc.).
	3	.1(b)	—	Bylaws of HCC Insurance Holdings, Inc., as amended.

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Exhibit
Number

	3	.2(c)	—	Restated Certificate of Incorporation and Amendment thereto of HCC Insurance Holdings, Inc.
	3	.3(d)	—	Certificate of Trust of HCC Capital Trust I.
	3	.4(d)	—	Certificate of Trust of HCC Capital Trust II.
	4	.1(d)	—	Form of Indenture for Senior Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.2(d)	—	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.3(d)	—	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc. to HCC Capital Trust I or HCC Capital Trust II.
	4	.4(d)	—	Trust Agreement of HCC Capital Trust I.
	4	.5(d)	—	Trust Agreement of HCC Capital Trust II.
	4	.6(d)	—	Form of Amended and Restated Trust Agreement of HCC Capital Trust I and HCC Capital Trust II.
	4	.7(d)	—	Form of Trust Preferred Securities Guarantee of HCC Insurance Holdings, Inc. with respect to the trust preferred securities issued by HCC Capital Trust I and HCC Capital Trust II.
	4	.8(b)	—	Specimen of Common Stock certificate, $1.00 par value, of HCC Insurance Holdings, Inc.
	5	.1*	—	Opinion of Haynes and Boone, L.L.P., counsel for HCC Insurance Holdings, Inc.
	5	.2*	—	Opinion of Richards, Layton & Finger, P.A., counsel to HCC Capital Trust I and HCC Capital Trust II.
	12	.1*	—	Statement of Ratio of Earnings to Fixed Charges.
	23	.1*	—	Consent of PricewaterhouseCoopers LLP.
	23	.2*	—	Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1).
	23	.3*	—	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
	24	.1*	—	Powers of Attorney.
	25	.1(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union National Bank, as Trustee under the Indenture (Senior Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.2(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union National Bank, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.3(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union National Bank, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC to HCC Capital Trust I or HCC Capital Trust II).
	25	.4(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust I.
	25	.5(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust II.
	25	.6(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust I.
	25	.7(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust II.


(a)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-58350) filed on July 18, 2001.

(b)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-1 (Registration No. 33-48737) filed on October 27, 1992.

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(c)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-8 (Registration No. 333-61687) filed on August 17, 1998.

(d)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-46432) filed on September 22, 2000.


ITEM 17.	*Undertakings*

The undersigned registrant hereby undertakes:


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;


	Provided, however, That:

Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the registration statement is on Form S-3 (§239.13 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that is part of the registration statement.


	(2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:


	(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):


	(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

	(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration

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statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.


	(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


	(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

	(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.


	(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(7) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

	(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act

II-5

of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 25th day of May, 2006.


	HCC INSURANCE HOLDINGS, INC.


	By:	/s/ STEPHEN L. WAY



	Stephen L. Way
	Chairman of the Board and
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the 25th day of May, 2006.


Signature				Title


/s/ STEPHEN L. WAY Stephen L. Way				Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

/s/ FRANK J. BRAMANTI* Frank J. Bramanti				Director

/s/ PATRICK B. COLLINS* Patrick B. Collins				Director

/s/ JAMES R. CRANE* James R. Crane				Director

/s/ J. ROBERT DICKERSON* J. Robert Dickerson				Director

/s/ WALTER M. DUER* Walter M. Duer				Director

/s/ EDWARD H. ELLIS, JR. Edward H. Ellis, Jr.				Director, Executive Vice President and Chief Financial Officer (Chief Accounting Officer)

/s/ JAMES C. FLAGG* James C. Flagg				Director

/s/ ALLAN W. FULKERSON* Allan W. Fulkerson				Director

/s/ WALTER J. LACK* Walter J. Lack				Director

II-7


Signature		Title


/s/ JOHN N. MOLBECK, JR.* John N. Molbeck, Jr.		Director, President and Chief Operating Officer

/s/ MICHAEL A. F. ROBERTS* Michael A. F. Roberts		Director

*By:	/s/ STEPHEN L. WAY Stephen L. Way Attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, HCC Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 25th day of May, 2006.


	HCC CAPITAL TRUST I


	By:	HCC INSURANCE HOLDINGS, INC.,


	as Depositor


	By:	/s/ STEPHEN L. WAY



	Stephen L. Way
	Chairman of the Board and
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, HCC Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 25th day of May, 2006.


	HCC CAPITAL TRUST II


	By:	HCC INSURANCE HOLDINGS, INC.,


	as Depositor


	By:	/s/ STEPHEN L. WAY



	Chairman of the Board and
	Chief Executive Officer

II-8

INDEX TO EXHIBITS


Exhibit
Number

	1	.1(a)	—	Form of Underwriting Agreement (Common Stock HCC Insurance Holdings, Inc.).
	1	.2(a)	—	Form of Underwriting Agreement (Senior Debt Securities and Junior Subordinated Debt Securities of HCC Insurance Holdings, Inc.).
	3	.1(b)	—	Bylaws of HCC Insurance Holdings, Inc., as amended
	3	.2(c)	—	Restated Certificate of Incorporation and Amendment thereto of HCC Insurance Holdings, Inc
	3	.3(d)	—	Certificate of Trust of HCC Capital Trust I.
	3	.4(d)	—	Certificate of Trust of HCC Capital Trust II.
	4	.1(d)	—	Form of Indenture for Senior Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.2(d)	—	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.
	4	.3(d)	—	Form of Subordinated Indenture for Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc. to HCC Capital Trust I or HCC Capital Trust II.
	4	.4(d)	—	Trust Agreement of HCC Capital Trust I.
	4	.5(d)	—	Trust Agreement of HCC Capital Trust II.
	4	.6(d)	—	Form of Amended and Restated Trust Agreement of HCC Capital Trust I and HCC Capital Trust II.
	4	.7(d)	—	Form of Trust Preferred Securities Guarantee of HCC Insurance Holdings, Inc. with respect to the trust preferred securities issued by HCC Capital Trust I and HCC Capital Trust II.
	4	.8(b)	—	Specimen of Common Stock certificate, $1.00 par value, of HCC Insurance Holdings, Inc.
	5	.1*	—	Opinion of Haynes and Boone, L.L.P., counsel for HCC Insurance Holdings, Inc.
	5	.2*	—	Opinion of Richards, Layton & Finger, P.A., counsel to HCC Capital Trust I and HCC Capital Trust II.
	12	.1*	—	Statement of Ratio of Earnings to Fixed Charges.
	23	.1*	—	Consent of PricewaterhouseCoopers LLP.
	23	.2*	—	Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1).
	23	.3*	—	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
	24	.1*	—	Powers of Attorney.
	25	.1(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union National Bank, as Trustee under the Indenture (Senior Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.2(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union National Bank, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC Insurance Holdings, Inc.).
	25	.3(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union National Bank, as Trustee under the Subordinated Indenture (Junior Subordinated Debt Securities issued by HCC to HCC Capital Trust I or HCC Capital Trust II).
	25	.4(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust I.
	25	.5(d)	—	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Property Trustee for the Amended and Restated Trust Agreement of HCC Capital Trust II.


(a)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-58350) filed on July 18, 2001.

(b)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-1 (Registration No. 33-48737) filed on October 27, 1992.

(c)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-8 (Registration No. 333-61687) filed on August 17, 1998.

(d)		Incorporated by reference to the Exhibits to HCC Insurance Holdings, Inc.’s Registration Statement on Form S-3 (Registration No. 333-46432) filed on September 22, 2000.

EX-5.1 2 h36604exv5w1.htm OPINION OF HAYNES AND BOONE, L.L.P. exv5w1

Exhibit 5.1

May 25, 2006

HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas 77040

Ladies and Gentlemen:

We have acted as counsel for HCC Insurance Holdings, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the automatic shelf registration by the Company, under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of (1) debt securities of the Company (the “Debt Securities”), (2) shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”), and (3) warrants for the purchase of Common Stock or Debt Securities (the “Warrants” and, together with the Debt Securities and the Common Stock, the “Securities”).

This opinion is further delivered in connection with the offer and sale by the Company and HCC Capital Trust I and HCC Capital Trust II, each trust a business trust formed under the Business Trust Act of the state of Delaware (each trust an “HCC Trust” and collectively, the “HCC Trusts,” and together with the Company, the “Registrants”) in connection with the automatic shelf registration under the Securities Act by the Registrants of (1) preferred securities of each of the HCC Trusts (the “Trust Preferred Securities”); and (2) guarantees by the Company of any Trust Preferred Securities issued by an HCC Trust (the “Guarantees”). The Trust Preferred Securities and the Guarantees are collectively referred to herein as the “Trust Securities.”

The aggregate initial offering price of the Securities and the Trust Securities to be offered and sold by Registrants, pursuant to an automatic shelf registration statement on Form S-3 (the “Registration Statement”), to which this opinion is an exhibit, will not exceed $1,000,000,000. The Securities will be offered in amounts, at prices, and on terms to be determined in light of market conditions at the time of sale and to be set forth in supplements to the prospectus (each a “Prospectus Supplement”).

We have examined originals or copies, certified or otherwise and identified to our satisfaction, of (1) the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated to the date hereof, (2) the Registration Statement; and (3) such other certificates,

HCC Insurance Holdings, Inc.
May 25, 2006
Page 2

statutes, instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we have further examined (1) the proposed form of Indenture for the Debt Securities and for the Trust Debt Securities from the Company to Wachovia Bank, National Association (successor to First Union National Bank), as Trustee (the “Indentures”) providing for the issuance of the Trust Debt Securities or Debt Securities from time to time in one or more series pursuant to the terms of one or more Securities Resolutions (as defined in the Indenture) creating such series; (2) Trust Agreements among the Company, Wachovia Bank, National Association (successor to First Union National Bank), as Property Trustee and Wachovia Trust Company, N.A. (as successor to First Union Trust Company, N.A.), as Delaware Trustee (the “Trust Agreements”); (3) other exhibits to the Registration Statement relating to the Securities and the Trust Securities; and (4) corporate proceedings of the Registrants relating to the Registration Statement, the Indenture, the Trust Agreements, the Guarantees and the transactions contemplated thereby. In addition, we reviewed such questions of law we considered appropriate.

In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (ii) a Prospectus Supplement will have been prepared and filed with the Securities and Exchange Commission (the “Commission”) describing the Securities or Trust Securities offered thereby; (iii) all Securities and Trust Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (iv) the Indentures, a warrant agreement (“Warrant Agreement”) relating to the Warrants, each Trust Agreement and the Guarantees will each be duly authorized, executed and delivered by the parties thereto; (v) each person signing an Indenture, a Warrant Agreement, a Trust Agreement and a Guarantee will have the legal capacity and authority to do so; (vi) at the time of any offering or sale of any shares of Common Stock, that the Company shall have such number of shares of Common Stock, as set forth in such offering or sale, authorized or created and available for issuance; (vii) a definitive purchase, underwriting or similar agreement with respect to any Securities or Trust Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (viii) any Securities or Trust Securities issuable upon conversion, exchange or exercise of any Debt Securities, Warrant or Trust Debt Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise.

HCC Insurance Holdings, Inc.
May 25, 2006
Page 3

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

	(i)		When (a) the applicable Indenture relating either to senior Debt Securities, subordinated Debt Securities, junior subordinated Debt Securities or Trust Debt Securities has been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Board of Directors of the Company (or a committee thereof) and/or the HCC Trusts has taken all necessary corporate or similar action to approve the issuance and terms of any such Debt Securities or Trust Debt Securities or Guarantee, (c) the terms of such Debt Securities or Trust Debt Securities or Guarantee and of their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or the HCC Trusts and so as to comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company or the HCC Trusts, (d) any shares of Common Stock issuable upon the conversion of such Debt Securities or Trust Debt Securities, if applicable, have been duly and validly authorized for issuance and (e) such Debt Securities or Trust Debt Securities have been duly executed and authenticated in accordance with the applicable Indenture and issued and sold as contemplated in the Registration Statement, such Debt Securities, Trust Debt Securities or Guarantee will constitute valid and legally binding obligations of the Company and/or the applicable HCC Trust respectively, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and the qualification that the remedy of specific performance and injunctive or other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought.

	(ii)		When (a) the terms of any Warrant and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental body having

HCC Insurance Holdings, Inc.
May 25, 2006
Page 4

jurisdiction over the Company, and (b) the Warrants have been duly executed and authenticated in accordance with the applicable Warrant Agreement and issued and sold as contemplated in the Registration Statement, the Warrants will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(iii)

The Common Stock when authorized and sold as contemplated in the Registration Statement, will be duly authorized, validly issued, fully-paid and non-assessable.

As to the legality of the Trust Preferred Securities to be issued by the HCC Trusts, you are receiving the opinion of Richards, Layton & Finger, special Delaware counsel to the HCC Trusts and the Company.

Our opinions expressed herein are limited in all respects to the laws of the State of Texas, the laws of the State of Delaware (including the Delaware General Corporation Law), the federal laws of United States, and, solely with respect to the opinions expressed in paragraph (i) above, the laws of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in any Prospectus Supplement that forms a part of the Registration Statement and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.


	Very truly yours,
	/s/ HAYNES AND BOONE, LLP
	HAYNES AND BOONE, LLP

EX-5.2 3 h36604exv5w2.htm OPINION OF RICHARDS, LAYTON & FINGER, P.A. exv5w2

Exhibit 5.2

May 25, 2006

HCC Capital Trust I
HCC Capital Trust II
13403 Northwest Freeway
Houston, Texas 77040-6094

Re: HCC Capital Trust I and HCC Capital Trust II

Ladies and Gentlemen:

We have acted as special Delaware counsel for HCC Insurance Holdings, Inc., a Delaware corporation (the “Company”), HCC Capital Trust I, a Delaware business trust (“Trust I”), and HCC Capital Trust II, a Delaware business trust (“Trust II”) (Trust I and Trust II are hereinafter collectively referred to as the “Trusts” and sometimes hereinafter individually referred to as a “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a) The Certificate of Trust of Trust I, dated September 19, 2000, as filed with the Secretary of State on September 19, 2000;

(b) The Certificate of Trust of Trust II, dated September 19, 2000, as filed with the Secretary of State on September 19, 2000;

(c) The Trust Agreement of Trust I, dated as of September 19, 2000, between the Company and the trustees of Trust I named therein;

(d) The Trust Agreement of Trust II, dated as of September 19, 2000, between the Company and the trustees of Trust II named therein;

(e) The Registration Statement (the “Registration Statement”) on Form S-3, including a prospectus (the “Prospectus”), relating to the Preferred Securities of the Trusts representing preferred undivided beneficial interests in the assets of the Trusts (each, a “Preferred Security” and collectively, the “Preferred Securities”), to be filed by the Company and the Trusts with the Securities and Exchange Commission on or about May 25, 2006;

HCC Capital Trust I
HCC Capital Trust II
May 25, 2006
Page 2

(f) A form of Amended and Restated Trust Agreement for each of the Trusts, to be entered into between the Company, the trustees of the Trust named therein, and the holders, from time to time, of the undivided beneficial interests in the assets of such Trust (including Exhibits A, C and D thereto) (collectively, the “Trust Agreements” and individually, a “Trust Agreement”), attached as an exhibit to the Registration Statement; and

(g) A Certificate of Good Standing for each of the Trusts, dated May 25, 2006, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreements.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (g) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (g) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that each of the Trust Agreements constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the applicable Trust, and that the Trust Agreements and the Certificates of Trust are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trusts (collectively, the “Preferred Security Holders”) of a Preferred Security Certificate for such Preferred Security and the payment for such Preferred Security, in accordance with the Trust Agreements and the Registration Statement, and (vii) that the

HCC Capital Trust I
HCC Capital Trust II
May 25, 2006
Page 3

Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreements and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware, but including the Business Trust Act and the Constitution of the State Delaware and reported judicial decisions interpreting such laws), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. Each of the Trusts has been duly created and is validly existing in good standing as a business trust under the Business Trust Act.

2. The Preferred Securities of each Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.

3. The Preferred Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreements.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading “Certain Legal Matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person for any purpose.


	Very truly yours,
	/s/ RICHARDS, LAYTON & FINGER, P.A.
	RICHARDS, LAYTON & FINGER, P.A.

EX-12.1 4 h36604exv12w1.htm STATEMENT OF RATIOS OF EARNINGS TO FIXED CHARGES exv12w1

Exhibit 12.1

HCC INSURANCE HOLDINGS, INC. AND SUBSIDIARIES

STATEMENT OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in thousands)


	For the Three
	Months Ended
	March 31,		For the Years Ended December 31,
	2006		2005		2004		2003		2002		2001
Interest factor of rent expense⁽¹⁾	$	907	$	3,373	$	3,319	$	3,067	$	2,838	$	2,354
Interest expense		2,154		7,684		8,374		7,453		8,301		8,884
Capitalized interest		—		—		—		—		—		23

Total fixed charges	$	3,061	$	11,057	$	11,693	$	10,520	$	11,139	$	11,261


Earnings from continuing operations before income tax expense	$	118,333	$	278,747	$	240,753	$	166,734	$	152,396	$	54,825
Fixed charges		3,061		11,057		11,693		10,520		11,139		11,261
Capitalized interest		—		—		—		—		—		(23)

Earnings per calculation	$	121,394	$	289,804	$	252,446	$	177,254	$	163,535	$	66,063


Ratio of earnings to fixed charges⁽²⁾		39.66		26.21		21.59		16.85		14.68		5.87


(1)		Estimated to be 33% of total rent expense.

(2)		Earnings per calculation divided by total fixed charges.

EX-23.1 5 h36604exv23w1.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP exv23w1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 15, 2006 relating to the consolidated financial statements, consolidated financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in HCC Insurance Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers, LLP

May 25, 2006

EX-24.1 6 h36604exv24w1.htm POWERS OF ATTORNEY exv24w1

Exhibit 24.1

POWER OF ATTORNEY

Know all men by these presents, that the undersigned constitutes and appoints Stephen L. Way and Edward H. Ellis, Jr., and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-3 and any and all amendments to this registration statement (including post-effective amendments) of HCC Insurance Holdings, Inc. and to file same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and/or any state securities department or any other federal or state agency or governmental authority granting unto such attorneys-in-fact and agents, and each of them, full power to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all extents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may do or cause to be done by virtue hereof.


		By: Name:		/S/ Frank J. Bramanti Frank J. Bramanti
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ Patrick B. Collins Patrick B. Collins
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ James R. Crane James R. Crane
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ J. Robert Dickerson J. Robert Dickerson
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ Walter M. Duer Walter M. Duer
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ James C. Flagg, Ph.D. James C. Flagg, Ph.D.
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ Allan W. Fulkerson Allan W. Fulkerson
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ Walter J. Lack Walter J. Lack
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ John N. Molbeck, Jr. John N. Molbeck, Jr.
		Date:		May 25, 2006

POWER OF ATTORNEY


		By: Name:		/S/ Michael A. F. Roberts Michael A. F. Roberts
		Date:		May 25, 2006

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Exhibit

Number

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust I.

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939 of First Union Trust Company, N.A., as Guarantee Trustee under the Guarantee of HCC Insurance Holdings, Inc. for the benefit of the holders of Trust Preferred Securities of HCC Capital Trust II.