As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HIGHLANDS INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 75-2370945
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization
10370 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(713) 952-9555
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
HIGHLANDS INSURANCE GROUP, INC. 1995 STOCK OPTION PLAN
HIGHLANDS INSURANCE GROUP, INC. 1995 DIRECTORS STOCK PLAN
HIGHLANDS INSURANCE GROUP, INC. ANNUAL INCENTIVE PLAN
HIGHLANDS INSURANCE GROUP 1997 RESTRICTED STOCK PLAN
(Full Titles of Plans)
STEPHEN J. GREENBERG, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HIGHLANDS INSURANCE GROUP, INC.
1000 LENOX DRIVE
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-1921
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
STEVEN D. RUBIN, ESQ.
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,350,000 $23.35 $31,522,500.00 $9,553.00
====================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the Securities
Act of 1933, as amended.
(2) Estimated upon the basis of the prices at which the options may be
exercised, or the shares may be issued, under the Plans solely for purposes of
calculating the registration fee pursuant to Rule 457(h) of the Securities Act
of 1933, as amended.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
Item 2.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Highlands Insurance Group, Inc. 1995 Stock
Option Plan, the Highlands Insurance Group, Inc. 1995 Directors' Stock Plan, the
Highlands Insurance Group, Inc. Annual Incentive Plan and the Highlands
Insurance Group 1997 Restricted Stock Plan and their respective administrators
are available without charge by contacting:
Highlands Insurance Group, Inc.
1000 Lenox Drive
Lawrenceville, New Jersey 08648
(609) 896-1921
Attention: Stephen J. Greenberg
Corporate Secretary
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Highlands
Insurance Group, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997.
(c) The Company's Current Reports on Form 8-K dated January 24,
1997, February 14, 1997, February 25, 1997, March 31, 1997, April 30, 1997,
April 30, 1997, May 7, 1997, Form 8-K/A dated April 30, 1997 and Form 8-K/A No.
2 dated April 30, 1997.
(d) The description of the Common Stock contained in the Company's
Registration Statement on Form 10 filed on October 27, 1995, as such
Registration Statement may be amended from time to time for purposes of
updating, changing or modifying such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law (the "DGCL")
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or to any of its stockholders for monetary damage
for a breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Amended and Restated
Certificate of Incorporation contains a provision which, in substance,
eliminates directors' personal liability as set forth above.
Section 145 of the DGCL provides that a corporation may 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, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts
II-1
<PAGE>
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
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company's Amended and
Restated Certificate of Incorporation contains a provision which, in substance,
provides for indemnification as set forth above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE>
ITEM 8. EXHIBITS.
4.1 - Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to the Company's
registration statement on Form 10 as filed with the
Commission on January 4, 1996).
4.2 - Form of Amended and Restated Bylaws of the Registrant
(incorporated by reference to the Company's registration
statement on Form 10 as filed with the Commission on January
4, 1996).
4.3 - Form of Stock Certificate of Common Stock (incorporated by
reference to the Company's registration statement on Form 10
as filed with the Commission on January 4, 1996) (See also
Exhibits 3.1 and 3.2).
4.4 - Form of 10% Convertible Subordinated Debentures Due
December 31, 2005 (incorporated by reference to the
Company's registration statement on Form 10 as filed with
the Commission on January 4, 1996).
4.5 - Form of Amendment to 10% Convertible Subordinated
Debentures Due December 31, 2005 (incorporated by reference
to the Company's current report on Form 8-K/A dated April
30, 1997, Commission File Number 1-14028).
4.6 - Form of Common Stock Subscription Warrant, Series A
(incorporated by reference to the Company's registration
statement on Form 10 as filed with the Commission on January
4, 1996).
4.7 - Form of Amendment to Common Stock Subscription Warrant,
Series A (incorporated by reference to the Company's current
report on Form 8-K/A dated April 30, 1997, Commission File
Number 1-14028).
4.8 - Form of Common Stock Subscription Warrant, Series B
(incorporated by reference to the Company's registration
statement on Form 10 as filed with the Commission on January
4, 1996).
4.9 - Form of Amendment to Common Stock Subscription Warrant,
Series B (incorporated by reference to the Company's current
report on Form 8-K/A dated April 30, 1997, Commission File
Number 1-14028).
4.10 - Form of 10% Convertible Subordinated Debentures Due
December 31, 2005, Series 2 (incorporated by reference to
the Company's registration statement on Form 10 as filed
with the Commission on January 4, 1996).
4.11 - Form of Amendment to 10% Convertible Subordinated
Debentures Due December 31, 2005, Series 2 (incorporated by
reference to the Company's current report on Form 8-K/A
dated April 30, 1997, Commission File Number 1-14028).
4.12 - Form of Common Stock Subscription Warrant Series A-2
(incorporated by reference to the Company's registration
statement on Form 10 as filed with the Commission on January
4, 1996).
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<PAGE>
4.13 - Form of Amendment to Common Stock Subscription Warrant,
Series A-2 (incorporated by reference to the Company's
registration statement on Form 10 as filed with the
Commission on January 4, 1996).
4.14 - Form of Common Stock Subscription Warrant, Series B-2
(incorporated by reference to the Company's current report
on Form 8-K/A dated April 30, 1997, Commission File Number
1-14028).
4.15 - Form of Amendment to Common Stock Subscription Warrant,
Series B-2 (incorporated by reference to the Company's
current report on Form 8-K/A dated April 30, 1997,
Commission File Number 1-14028).
4.16 - Stockholders Agreement, dated as of April 30, 1997, among
Highlands Insurance Group, Inc., Insurance Partners, L.P.,
Insurance Partners Offshore (Bermuda) L.P., The Scandinavia
Company, Inc., Erik M. Vik and Manoeuvre Ltd. (incorporated
by reference to the Company's current report on Form 8-K/A
dated April 30, 1997, Commission File Number 1-14028).
4.17 - Registration Rights Agreement, dated as of April 30, 1997,
between Highlands Insurance Group, Inc. and American
Re-Insurance Company (incorporated by reference to the
Company's current report on Form 8-K dated April 30, 1997,
Commission File Number 1-14028).
4.18 - Registration Rights Agreement, dated as of April 30, 1997,
among Highlands Insurance Group, Inc., The Scandinavia
Company, Inc., Erik M. Vik, Manoeuvre Ltd., and
Triumph-Connecticut Partnership and Alexander M. Vik
(incorporated by reference to the Company's current report
on Form 8-K dated April 30, 1997, Commission File Number
1-14028).
4.19 - Registration Rights Agreement, dated as of March 26, 1997,
between Highlands Insurance Group, Inc. and Armco Financial
Services Corporation (incorporated by reference to the
Company's current report on Form 8-K dated April 30, 1997,
Commission File Number 1-14028).
5.1 - Opinion and consent of Weil, Gotshal & Manges LLP.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2 - Consent of KPMG Peat Marwick LLP.
23.3 - Consent of Arthur Andersen LLP.
23.4 - Consent of Ernst & Young LLP.
23.5 - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1).
24.1 - Powers of Attorney of directors and officers of the
Registrant (see page II-6 of this Registration Statement).
II-4
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) 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;
(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 set forth in the
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 paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by the foregoing paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provi- sions, 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 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 connec- tion 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 juris- diction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
designates and appoints Richard M. Haverland, Charles J. Bachand, Stephen J.
Greenberg and Stephen L. Kibblehouse, and each of them, as its or his
attorneys-in-fact (the "Attorneys-in-Fact") with full power to act alone, and to
execute in the name and on behalf of the Registrant and each such person,
individually in each capacity stated below, one or more amendments (including
post-effective amendments) to this Registration Statement on Form S-8, which
amendments may make such changes in this Registration Statement on Form S-8 as
any such Attorney-in-Fact deems appropriate, and to file each such amendment to
this Registration Statement on Form S-8 together with all exhibits thereto and
any and all documents in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas.
Dated: August 29, 1997
Highlands Insurance Group, Inc.
By: /s/Richard M. Haverland
---------------------------------
Richard M. Haverland,
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/Richard M. Haverland Chairman, President and August 29, 1997
- ----------------------------------- Cheif Executive Officer
Richard M. Haverland
/s/Charles J. Bachand Vice President, Treasurer August 29, 1997
- ----------------------------------- Principal Accounting Officer
Charles J. Bachand
/s/Robert A. Spass Director August 29, 1997
- -----------------------------------
Robert A. Spass
/s/Bradley E. Cooper Director August 29, 1997
- -----------------------------------
Bradley E. Cooper
/s/W. Bernard Pieper Director August 29, 1997
- -----------------------------------
W. Bernard Pieper
II-6
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<PAGE>
/s/Kenneth S. Crews Director August 29, 1997
- -----------------------------------
Kenneth S. Crews
/s/Philip J. Hawk Director August 29, 1997
- -----------------------------------
Philip J. Hawk
/s/Robert W. Shower Director August 29, 1997
- -----------------------------------
Robert W. Shower
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.1 - Amended and Restated Certificate of
Incorporation of the Registrant (incorporated by
reference to the Company's registration statement on
Form 10 as filed with the Commission on January 4,
1996).
4.2 - Form of Amended and Restated Bylaws of
the Registrant (incorporated by reference
to the Company's registration statement on
Form 10 as filed with the Commission on
January 4, 1996).
4.3 - Form of Stock Certificate of Common Stock
(incorporated by reference to the Company's
registration statement on Form 10 as filed with the
Commission on January 4, 1996) (See also Exhibits
3.1 and 3.2).
4.4 - Form of 10% Convertible Subordinated Debentures
Due December 31, 2005 (incorporated by reference
to the Company's registration statement on Form
10 as filed with the Commission on January 4,
1996).
4.5 - Form of Amendment to 10% Convertible
Subordinated Debentures Due December 31, 2005
(incorporated by reference to the Company's
current report on Form 8-K/A dated April 30,
1997, Commission File Number 1-14028).
4.6 - Form of Common Stock Subscription Warrant,
Series A (incorporated by reference to the
Company's registration statement on Form 10 as
filed with the Commission on January 4, 1996).
4.7 - Form of Amendment to Common Stock
Subscription Warrant, Series A (incorporated by
reference to the Company's current report on Form
8-K/A dated April 30, 1997, Commission File
Number 1-14028).
4.8 - Form of Common Stock Subscription Warrant,
Series B (incorporated by reference to the
Company's registration statement on Form 10 as
filed with the Commission on January 4, 1996).
<PAGE>
4.9 - Form of Amendment to Common Stock
Subscription Warrant, Series B (incorporated by
reference to the Company's current report on Form
8-K/A dated April 30, 1997, Commission File
Number 1-14028).
4.10 - Form of 10% Convertible Subordinated Debentures
Due December 31, 2005, Series 2 (incorporated by
reference to the Company's registration statement
on Form 10 as filed with the Commission on
January 4, 1996).
4.11 - Form of Amendment to 10% Convertible
Subordinated Debentures Due December 31, 2005,
Series 2 (incorporated by reference to the
Company's current report on Form 8-K/A dated
April 30, 1997, Commission File Number
1-14028).
4.12 - Form of Common Stock Subscription Warrant
Series A-2 (incorporated by reference to the
Company's registration statement on Form 10 as
filed with the Commission on January 4, 1996).
4.13 - Form of Amendment to Common Stock
Subscription Warrant, Series A-2 (incorporated by
reference to the Company's registration statement
on Form 10 as filed with the Commission on
January 4, 1996).
4.14 - Form of Common Stock Subscription Warrant,
Series B-2 (incorporated by reference to the
Company's current report on Form 8-K/A dated
April 30, 1997, Commission File Number
1-14028).
4.15 - Form of Amendment to Common Stock
Subscription Warrant, Series B-2 (incorporated by
reference to the Company's current report on Form
8-K/A dated April 30, 1997, Commission File
Number 1-14028).
4.16 - Stockholders Agreement, dated as of April 30,
1997, among Highlands Insurance Group, Inc.,
Insurance Partners, L.P., Insurance Partners
Offshore (Bermuda) L.P., The Scandinavia
Company, Inc., Erik M. Vik and Manoeuvre Ltd.
(incorporated by reference to the Company's
current report on Form 8-K/A dated April 30,
1997, Commission File Number 1-14028).
4.17 - Registration Rights Agreement, dated as of April
30, 1997, between Highlands Insurance Group, Inc.
and American Re-Insurance Company (incorporated by
reference to the Company's current report on Form 8-K
dated April 30, 1997, Commission File
Number 1-14028).
4.18 - Registration Rights Agreement, dated as of April
30, 1997, among Highlands Insurance Group, Inc.,
The Scandinavia Company, Inc., Erik M. Vik,
Manoeuvre Ltd., and Triumph-Connecticut
II-9
<PAGE>
Partnership and Alexander M. Vik (incorporated by
reference to the Company's current report on Form 8-K
dated April 30, 1997, Commission File
Number 1-14028).
4.19 - Registration Rights Agreement, dated as of March
26, 1997, between Highlands Insurance Group, Inc.
and Armco Financial Services Corporation
(incorporated by reference to the Company's
current report on Form 8-K dated April 30, 1997,
Commission File Number 1-14028).
5.1 - Opinion and consent of Weil, Gotshal &
Manges LLP.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2 - Consent of KPMG Peat Marwick LLP.
23.3 - Consent of Arthur Andersen LLP.
23.4 - Consent of Ernst & Young LLP.
23.5 - Consent of Weil, Gotshal & Manges LLP
(included in Exhibit 5.1).
24.1 - Powers of Attorney of directors and officers
of the Registrant (see page II-6 of this
Registration Statement).
II-10
EXHIBIT 5.1
OPINION AND CONSENT OF WEIL, GOTSHAL & MANGES LLP
August 29, 1997
The Board of Directors
Highlands Insurance Group, Inc.
10370 Richmond Avenue
Houston, Texas 77042
Gentlemen:
We have acted as counsel to Highlands Insurance Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-8, as amended (the "Registration Statement"),
under the Securities Act of 1933, as amended, registering 1,350,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company,
which shares were issued, or will be issued, by the Company pursuant to the
Highlands Insurance Group, Inc. 1995 Stock Option Plan, the Highlands Insurance
Group, Inc. 1995 Directors' Stock Plan, the Highlands Insurance Group, Inc.
Annual Incentive Plan and the Highlands Insurance Group 1997 Restricted Stock
Plan.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The 1,350,000 shares of Common Stock registered by the
Registration Statement have been duly authorized and are, or will be when
issued, validly issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of
the State of Delaware and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person, nor may
<PAGE>
The Board of Directors
Highlands Insurance Group
August 29, 1997
Page 2
this letter or any copies thereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our prior
written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Weil, Gotshal & Manges LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Highlands Insurance Group, Inc.:
We hereby consent to the use of our report incorporated herein by reference
dated February 25, 1997, related to the consolidated financial statements of
Highlands Insurance Group, Inc. and subsidiaries as of December 31, 1996, and
for the year then ended.
/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Houston, Texas
August 25, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Highlands Insurance Group, Inc.:
We hereby consent to the use of our report incorporated herein by reference
dated May 22, 1997, related to the consolidated financial statements of Vik
Brothers Insurance, Inc. and subsidiaries as of December 31, 1996, and for the
year then ended.
/s/KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Houston, Texas
August 25, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 pertaining to the
Highlands Insurance Group, Inc. 1995 Stock Option Plan, Highlands Insurance
Group, Inc. 1995 Directors Stock Plan, Highlands Insurance Group, Inc. Annual
Incentive Plan, and Highlands Insurance Group 1997 Restricted Stock Plan, of our
report dated March 8, 1996 included in Highlands Insurance Group, Inc.'s Form
10-K for the year ended December 31, 1996.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Houston, Texas
August 25, 1997
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) of Highlands Insurance Group, Inc. pertaining to the
Highlands Insurance Group, Inc. 1995 Stock Option Plan, the Highlands Insurance
Group, Inc. 1995 Directors Stock Plan, the Highlands Insurance Group, Inc.
Annual Incentive Plan, and the Highlands Insurance Group, 1997 Restricted Stock
Plan, of our report dated March 15, 1996 (except for Note 14, as to which the
date is March 22, 1996) with respect to the consolidated financial statements of
Vik Brothers Insurance, Inc. and subsidiaries, incorporated by reference in its
Current Report on Form 8-K/A dated June 27, 1997, filed with the Securities and
Exchange Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
August 25, 1997
Raleigh, North Carolina
