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