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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. 1)*
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 27, 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 13d-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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This Amendment No. 1 amends and supplements the Schedule 13D dated
January 11, 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, 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 is attached as Exhibit 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 press release is attached as Exhibit 2.
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
developments affecting the Issuer, other investment and business
opportunities available to HCC, and general stock market and
economic conditions. Based on these factors, HCC may determine to
sell all or part of its investment in 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).
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ITEM 7. EXHIBITS
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99.1. Press release of the Issuer dated January 27, 1999.
99.2. Press release of HCC dated January 27, 1999.
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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.
January 27, 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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Exhibit 99.1
Centris Group Rejects Unsolicited HCC Bid as 'Inadequate'
COSTA MESA, Calif. -- (BUSINESS WIRE) -- Jan. 27, 1999 -- The board of
directors of The Centris Group Inc. (NYSE:CGE -- NEWS) has unanimously
rejected the unsolicited Jan. 11, 1999, bid from HCC Insurance Holdings Inc.
(NYSE:HCC -- NEWS) to acquire 100% of Centris' outstanding common stock for
$13.25 per share, in cash.
As of the close of business on Tuesday, Jan. 26, 1999, Centris common stock
was trading at $13.81 per share.
"After appropriate consultation with our financial and legal advisors, our
board has concluded that the HCC bid is grossly inadequate," said David L.
Cargile, Centris chairman and CEO.
"We remain focused on executing our strategic plan to concentrate on our
medical stop-loss business where we are the market leader, as evidenced by
the recently completed VASA transaction and our previously announced plans to
exit the property/casualty reinsurance business."
He continued: "Our goal is to maximize shareholder value and we do not
believe a sale of the company at such a 'bargain' price is consistent with
that objective. Of course, we would give serious consideration to any
proposal that truly recognizes the current value and future prospects of this
company."
The Centris Group operates complementary businesses based on its expertise in
the handling of specialized risk. It is a market leader in medical stop-loss
coverages that produce revenues from both premiums and fees. Centris is also a
provider of property/casualty reinsurance, excess and surplus lines
insurance, special risk accident and health insurance products, and
reinsurance intermediary services.
Other specialized risk operations include claim review, premium and claim
auditing, medical technology and treatment assessment, and runoff management.
Among the most highly rated companies in its markets, The Centris Group
conducts business both nationally and internationally through USBenefits
Insurance Services Inc., INTERRA Inc., USF RE
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Centris Group Rejects Unsolicited HCC Bid as 'Inadequate' Page 2 of 2
INSURANCE COMPANY, USF Insurance Co., Seaboard Life Insurance Co. (USA) and
VASA North America Inc. and its subsidiaries.
Centris' insurance operations are rated "A" and "A-" (Excellent) by A.M. Best
Company and USF RE is assigned a claims paying ability rating of Aq (Good) by
Standard & Poor's.
For more information on The Centris Group Inc. via facsimile at no cost, call
800/PRO-INFO and dial client code "CGE" or visit the company's Web site at
www.thecentrisgroup.com.
Forward-Looking Statements
Some of the statements included within this release which are not historical
facts may be considered to be forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, and therefore are subject to certain risks
and uncertainties which could cause the actual results to differ materially
from those suggested by such statements. Such risks and uncertainties
include, but are not limited to the following: catastrophic losses or a
material aggregation of such losses in the company's insurance lines; changes
in federal or state law affecting an employer's ability to self-insure or
other adverse regulatory changes; the adequacy of the company's reinsurance
program; general economic conditions in this country or abroad; adverse
developments in the securities markets and their impact on the company's
investment portfolio; the effects of competitive market pressures within the
medical lines or property/casualty marketplaces; the effect of changes
required by generally accepted accounting practices or statutory accounting
practices; and other risks which are described from time to time in the
company's filings with the Securities and Exchange Commission. The words
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements.
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CONTACT:
The Centris Group Inc., Costa Mesa
Howard S. Singer, 800/550-3285
www.thecentrisgroup.com
or
The Financial Relations Board, 310/442-0599
Karen Taylor (general information)
Moira Conlon (analyst)
Marjorie Ornston (media)
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HCC INSURANCE HOLDINGS, INC.
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NEWS
Contact: Thomas C. Franco
Mark Kollar
Broadgate Consultants, Inc.
212/232-2222
FOR IMMEDIATE RELEASE
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HCC Insurance Withdraws Offer for The Centris Group
HCC Cites Centris' Board's Refusal to Discuss Offer Before Rejection
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HOUSTON, January 27, 1999 -- HCC Insurance Holdings, Inc. (NYSE:HCC) today
said that is has unconditionally withdrawn its offer to acquire The Centris
Group, Inc. (NYSE:CGE) for $13.25 per share in cash. HCC currently owns 7.79%
of the Common Stock of Centris.
HCC decided to withdraw its offer after today's announcement by Centris
that its Board of Directors unilaterally had rejected HCC's bid without any
meetings, discussions or negotiations with HCC about the proposal. When HCC's
offer was made on January 11, 1999, it represented a 40% premium over the
average closing Centris price for the previous 20 trading days and a 34%
premium over the average closing Centris price for the previous six months
trading. In addition, HCC's offer was not subject to any due diligence
condition or financing contingencies.
Stephen L. Way, Chairman and Chief Executive Officer of HCC said, "We
are extremely disappointed with the decision by the Centris Board especially
since we left the door open for a higher price subject to due diligence. We
believe that our offer was full and fair, and presented exceptional value for
Centris' shareholders, who must be extremely disappointed by this action."
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HCC is an international insurance holding company with assets exceeding
$1.5 billion and whose shares are traded on the NYSE with a market
capitalization of over $1 billion. Operations consist of insurance companies
rates A+ (SUPERIOR) by A.M. Best Company, underwriting agencies,
intermediaries and insurance-related service companies specializing in
aviation, marine, offshore energy, property, workers' compensation, accident
and health insurance and reinsurance worldwide, with total premiums written
exceeding $1.2 billion.
Shareholders and others are cautioned this announcement may contain
forward-looking statements and that all forward-looking statements involve
risks and uncertainties, including without limitation, statements about the
consummation of a proposed business combination. Although HCC believes that
the assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate and there can,
therefore, be no assurance that the forward-looking statements included
herein will prove accurate. Because of the significant uncertainties inherent
in the forward-looking statements contained herein, the inclusion of such
information should not be regarded as a representation by HCC or any other
person that the objectives and plans of HCC will be achieved.
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