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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
The Centris Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
155904105
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(CUSIP Number)
Stephen L. Way
HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas 77040-6094
(713) 690-7300
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications)
with copies to:
Arthur S. Berner
Winstead Sechrest & Minick P.C.
910 Travis, Suite 2400
Houston, Texas 77002
(713) 650-2729
January 29, 1999
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(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 13-1(e), (f) or (g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
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CUSIP NO. 404132102
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HCC Insurance Holdings, Inc. 76-0336636
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7.
SOLE VOTING POWER
NUMBER OF
200,000
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SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 200,000
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10. SHARED DISPOSITIVE POWER
WITH
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
200,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.71% (See Item 5)
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14. TYPE OF REPORTING PERSON *
CO and HC
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CUSIP NO. 404132102
This Amendment No. 2 amends and supplements the Schedule 13D dated
January 11, 1999 and amended on January 29, 1999 filed by HCC Insurance
Holdings, Inc., a Delaware corporation ("HCC") with respect to its acquisition
of shares of common stock, $.01 par value per share (the "Shares") of The
Centris Group, Inc., a Delaware corporation (the "Issuer").
ITEM 4. PURPOSE OF THE TRANSACTION
Commencing in May, 1998 the Company, through its subsidiary, Houston
Casualty Company, purchased Shares of the Issuer in order to acquire
an equity position in the Issuer. Through January 11, 1999, the date
of HCC's original filing, HCC owned 911,200 Shares constituting
approximately 7.79% of the outstanding Shares of the Issuer (based on
11,702,296 shares of the Issuer outstanding on September 30, 1998).
During 1998, HCC initiated informal discussions with the Issuer
relating to a possible business combination. The Issuer, through its
Chief Executive Officer, advised HCC that it did not wish to have
combination discussions and that it preferred to remain an independent
company. These discussions were generally cordial, but the
discussions did not result in any agreement being reached between HCC
and the Issuer.
On January 11, 1999 HCC, concurrently with the filing of the
Schedule 13D amended hereby, notified the Issuer of its offer to
acquire 100% of the Issuer's Common Stock at a price of $13.25 per
share in a negotiated business combination. HCC also issued a press
release announcing its actions. On January 27, 1999, the Issuer
issued a press release announcing that its board of directors had
rejected such offer. Such press release was filed as an Exhibit with
Amendment No. 1. Also on January 27, 1999, the Company announced that
it had withdrawn such offer following the rejection of the offer by
the Issuer's board of directors. Such release was filed as an Exhibit
with Amendment No. 1.
HCC has determined not to pursue at this time any new proposal for
such a business combination in light of the rejection of its prior
offer. HCC intends to review on a continuing basis various factors
relating to its investment in the Issuer, including the Issuer's
business and prospects, the price of Shares, subsequent development
affecting the Issuer, other investment and business opportunities
available to HCC, and general stock market and economic conditions.
Based on these facts, HCC has determined to sell part, and may
determine to sell all, of its investment in the Issuer.
Since determining not to pursue its offer, HCC has sold 711,200 Shares
reducing its holdings to 200,000 Shares or 1.71% of the outstanding
Shares of the Issuer.
Except as otherwise indicated in this Item 4, HCC has no present plans
or proposals with respect to the Issuer (although it reserves the
right to develop any such plan or proposals).
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) HCC owns 200,000 Shares representing approximately 1.71% of the
total number of Shares outstanding (based upon the 11,702,296
Shares outstanding on September 30, 1998 as
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CUSIP NO. 404132102
disclosed in the Issuer's quarterly report on Form 10-Q for the
nine months ended September 30, 1998). Such Shares are held
solely by HCC. To the best knowledge of HCC, no director or
executive officer of HCC beneficially owns any Shares of the
Issuer, except that Alan W. Fulkerson, a Director of HCC, is a
Director, Shareholder and President of Century Capital
Management, Inc., a registered investment advisor which
exercises both voting and investment power with respect to
90,000 shares of the Issuer owned of record by ISF Limited
Partnership ("ISF"). Although Mr. Fulkerson may be deemed to
beneficially own the 90,000 shares owned of record by ISF, he
disclaims beneficial ownership of such shares, except to the
extent of his less than 1% actual pecuniary interest therein.
(b) HCC has the sole power to vote or to direct the vote and the sole
power to dispose of, or to direct the disposition of, the Shares
owned by it.
(c) The table set forth in Appendix B to this Amendment No. 2 to the
Schedule 13D contains certain information with respect to all
transactions in the Shares effected by the Company during the
past 60 days and is incorporated herein by reference.
(d) No person other than HCC has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares beneficially owned by HCC.
(e) N/A
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.
HCC Insurance Holdings, Inc.
February 3, 1999
By: /s/ STEPHEN L. WAY
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Stephen L. Way
Chief Executive Officer
and Chairman of the Board
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CUSIP NO. 404132102
APPENDIX B
TRANSACTIONS IN THE ISSUER'S STOCK
SINCE DECEMBER 1, 1998
<TABLE>
<CAPTION>
Number of Number of Average Price
Purchase Date Shares Acquired Shares Disposed per Share
------------- --------------- --------------- -------------
<S> <C> <C> <C>
12/30/98 272,500 $ 9.23
12/31/98 543,700(1) 9.83
01/07/99 50,000 9.63
01/08/99 45,000 9.75
01/29/99 204,500 12.01
02/01/99 110,000 11.02
02/02/99 396,700 9.93
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Total held as of
02/03/99 200,000
</TABLE>
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(1) Acquired in a private purchase effective as of December 31, 1998 by HCC
from Houston Casualty Company ("HC"), its wholly-owned subsidiary. Prior
to the time of such acquisition, by virtue of the fact that HC is a
wholly-owned subsidiary of HCC, HCC may be deemed to have held shared
voting and dispositive power of the Shares which were owned by HC. Since
December 1, 1998, HC acquired the shares of the Issuer set forth in the
following table:
<TABLE>
<CAPTION>
Number Average Cost
Purchase Date of Shares per Share
------------- --------- ------------
<S> <C> <C>
12/11/98 75,000 $9.50
12/16/98 13,700 9.01
12/28/98 20,000 9.15
12/28/98 10,000 9.06
12/28/98 50,000 9.00
12/28/98 165,000 9.13
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Total...... 333,700
</TABLE>
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