AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1999
REGISTRATION NO. 333-________
===============================================================================
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)
1000 LENOX DRIVE
LAWRENCEVILLE, NEW JERSEY 08648
(609) 896-1921
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
HIGHLANDS INSURANCE GROUP 1995 DIRECTORS STOCK PLAN
HIGHLANDS INSURANCE GROUP 1997 RESTRICTED STOCK PLAN
(Full Titles of Plans)
STEPHEN J. GREENBERG, ESQ.
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:
ALAN H. LIEBLICH, ESQ.
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 MARKET STREET, SUITE 3600
PHILADELPHIA, PENNSYLVANIA 19103
(215) 751-2000
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Registration
Fee(3)
- ---------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share 400,000 $10.625 $4,250,000 $1,181.50
<FN>
(1) This Registration Statement covers shares of Common Stock of the
Registrant, which may be offered or sold pursuant to the 1995
Directors Plan and the 1997 Restricted Stock Plan. The contents of an
earlier Registration Statement covering 1,350,000 shares of Common
Stock, Registration No. 333-34701, is incorporated by this reference
in this Registration Statement. This Registration Statement also
relates to 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 average of the high and low prices of
the Common Stock on the New York Stock Exchange on June 29, 1999,
solely for purposes of calculating the registration fee.
(3) Calculated pursuant to Section 6(b) as follows: proposed maximum
offering price multiplied by .000278.
</FN>
</TABLE>
<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:
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 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
5.1 Opinion and consent of Schnader Harrison Segal & Lewis LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Schnader Harrison Segal & Lewis LLP.(included in Exhibit 5.1).
24.1 Powers of Attorney of directors and officers of the Registrant (see page
II-2 of this Registration Statement).
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POWER OF ATTORNEY
The registrant and each person whose signature appears below hereby
designates and appoints Willis T. King, Jr., 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 Lawrenceville, State of New Jersey.
Dated: June 29, 1999
Highlands Insurance Group, Inc.
By: /s/Willis T. King, Jr.
----------------------
Willis T. King, Jr.
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/ Willis T. King, Jr.
- ----------------------- Chairman, President and June 29, 1999
Willis T. King, Jr. Chief Executive Officer
/s/ Charles J. Bachand
- ----------------------- Vice President, Treasurer June 29, 1999
Charles J. Bachand Principal Accounting Officer
/s/ Robert A. Spass
- ----------------------- Director June 29, 1999
Robert A. Spass
<PAGE>
/s/ Bradley E. Cooper
- ----------------------- Director June 29, 1999
Bradley E. Cooper
/s/ W. Bernard Pieper
- ----------------------- Director June 29, 1999
W. Bernard Pieper
/s/ Kenneth S. Crews
- ----------------------- Director June 29, 1999
Kenneth S. Crews
/s/ Philip J. Hawk
- ----------------------- Director June 29, 1999
Philip J. Hawk
/s/ Robert W. Shower
- ----------------------- Director June 29, 1999
Robert W. Shower
/s/ Richard M. Haverland
- ----------------------- Director June 29, 1999
Richard M. Haverland
<PAGE>
EXHIBIT INDEX
5.1 Opinion and consent of Schnader Harrison Segal & Lewis LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Schnader Harrison Segal & Lewis LLP. (included in
Exhibit 5.1).
24.1 Powers of Attorney of directors and officers of the Registrant (see
page II-2 of this Registration Statement).
<PAGE>
EXHIBIT 5.1
OPINION AND CONSENT OF SCHNADER HARRISON SEGAL & LEWIS LLP
June 30, 1999
The Board of Directors
Highlands Insurance Group, Inc.
1000 Lenox Drive
Lawrenceville, New Jersey 08648
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 400,000 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 Directors Stock Plan and the Highlands
Insurance Group, Inc. 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 400,000 shares of Common Stock registered by the Registration
Statement have been duly authorized and when issued, will be upon payment of the
exercise price therefor, 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 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/SCHNADER HARRISON SEGAL & LEWIS, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Highlands Insurance Group, Inc.
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Highlands Insurance Group, Inc. of our report dated March 26, 1999
relating to the consolidated balance sheets of Highlands Insurance Group, Inc.
and subsidiaries as of December 31, 1998 and 1997 and the related consolidated
statements of operations, stockholders' equity, comprehensive income and cash
flows and related schedules for each of the years in the three-year period ended
December 31, 1998 which report appears in the December 31, 1998 Annual Report on
Form 10-K of Highlands Insurance Group, Inc.
/s/ KPMG LLP
Houston, Texas
June 29, 1999
