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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO
SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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THE CENTRIS GROUP, INC.
(Name of Subject Company)
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HCC INSURANCE HOLDINGS, INC.
MERGER SUB OF DELAWARE, INC.
(Bidder)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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155904105
(CUSIP Number of Class of Securities)
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STEPHEN L. WAY
MERGER SUB OF DELAWARE, INC.
13403 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040-6094
TELEPHONE: (713) 690-7300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
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COPIES TO:
ARTHUR S. BERNER, ESQ.
WINSTEAD SECHREST & MINICK P.C.
910 TRAVIS STREET, SUITE 2400
HOUSTON, TEXAS 77002
TELEPHONE: (713) 650-2729
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OCTOBER 18, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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HCC Insurance Holdings, Inc., a Delaware corporation ("HCC"), and its
wholly owned subsidiary, Merger Sub of Delaware, Inc., a Delaware corporation
(the "Purchaser"), hereby amend and supplement their Tender Offer Statement on
Schedule 14D-1, originally filed with the Securities and Exchange Commission on
October 18, 1999 (the "Statement"), with respect to the Purchaser's offer to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of The Centris Group, Inc., a Delaware corporation (the "Company") as
set forth in the Statement. Any capitalized term not defined has the meaning
ascribed to such term in the Statement or in the offer to purchase referred to
therein.
Item 10. Additional Information.
The information set forth in Item 10(f) of the Statement is hereby
amended and supplemented by the following information:
On December 20, 1999, HCC issued a press release, a copy of which is
attached hereto as Exhibit (a)(1) and is incorporated herein by reference
relating to, among other things, the completion of the Offer by the Purchaser.
HCC and the Purchaser announced their acceptance for purchase of all Shares
tendered and not withdrawn under the Offer, including those Shares tendered by
means of Notice of Guaranteed Delivery. A total of approximately 11,263,294
Shares (including approximately 439,100 shares subject to guarantees of delivery
or receipt of additional documentation) were tendered pursuant to the Offer,
which expired at 12:00 Midnight, New York City time, on Friday, December 17,
1999. The Shares tendered represent approximately 97.4% of the Company's
outstanding Shares.
Item 11. Material to be Filed as Exhibits.
(a)(1) Text of press release, dated December 20, 1999, issued by HCC Insurance
Holdings, Inc.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 20, 1999
MERGER SUB OF DELAWARE, INC.
By: /s/ Frank J. Bramanti
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Frank J. Bramanti,
Executive Vice President
HCC INSURANCE HOLDINGS, INC.
By: /s/ Frank J. Bramanti
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Frank J. Bramanti,
Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Name
- ------ ------------
<S> <C>
(a)(1) Text of press release, dated December 20, 1999, issued by HCC Insurance
Holdings, Inc.
</TABLE>
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[PRESS RELEASE]
HCC INSURANCE HOLDINGS, INC.
COMPLETES TENDER OFFER FOR
THE CENTRIS GROUP, INC.
HOUSTON, TEXAS - December 20, 1999: HCC Insurance Holdings, Inc.
(NYSE: HCC) announced today the expiration of the tender offer by its wholly
owned subsidiary, Merger Sub of Delaware, Inc., for all outstanding shares of
common stock of The Centris Group, Inc. (NYSE: CGE) at a price of $12.50 per
share.
HCC stated that, based on a preliminary count, approximately 11,263,294
million Centris shares (including approximately 439,100 shares subject to
guarantees of delivery or receipt of additional documentation) were tendered
pursuant to the Offer which expired at 12:00 midnight, New York City time, on
Friday, December 17, 1999. All shares validly tendered (and not properly
withdrawn) prior to the expiration have been accepted for payment and will be
paid promptly.
The shares tendered constitute approximately 97.4% of Centris'
presently outstanding shares.
As previously announced, all Centris shares not tendered and purchased
pursuant to the Offer will be acquired in a second-step merger transaction at
the same price of $12.50 per share. The merger of The Centris Group, Inc. and
Merger Sub of Delaware, Inc. is expected to become effective on December 20,
1999, at which time Centris will become a wholly owned subsidiary of HCC.
HCC is an international insurance holding company with assets exceeding
$2.0 billion. Their shares are traded on the NYSE. HCC is rated AA (Very Strong)
by Standard & Poors and A+ (Superior) by A.M. Best & Company.
This press release contains forward-looking statements based on current
expectations that are covered under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Actual results and events related to
the transaction may differ from those anticipated.
