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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(date of earliest event reported)
MAY 24, 1996
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
State or other Commission IRS Employer
jurisdiction File Number: Identification
of incorporation: Number:
Delaware 0-20766 No. 76-0336636
13403 Northwest Freeway
Houston, Texas 77040-6094
(Address of principal executive offices)
Registrant's telephone number,
including area code - (713) 690-7300
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
At a Special Meeting of the shareholders held on May 16, 1996, the
shareholders of HCC Insurance Holdings, Inc. (the "Registrant") approved the
Registrant's acquisition of all of the outstanding shares of the LDG Management
Company Incorporated ("LDG") in exchange for 6,250,000 shares (after giving
effect to a 5-for-2 stock split previously effected by the Registrant) of the
Registrant's Common Stock, $1.00 par value per share. At such Special Meeting,
the vote of the shareholders was: 18,767,127 For; 9,105 Against; and 40,727
Abstain. The Registrant consummated the acquisition of all of the outstanding
shares of LDG on May 24, 1996.
For additional information with respect to the Registrant's acquisition of
all of the outstanding shares of LDG, the Registrant hereby incorporates by
reference the Registrant's Amendment No. 1 to Form S-4 Registration Statement
No. 333-3612 filed with the Securities and Exchange Commission.
A copy of the press release announcing the consummation of the acquisition
is attached as Exhibit "A" and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
For financial statements, pro forma financial information and exhibits
related to the transaction described in Item 2, the Registrant hereby
incorporates by reference the Registrant's Amendment No. 1 to Form S-4
Registration Statement No. 333-3612 filed with the Securities and Exchange
Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HCC INSURANCE HOLDINGS, INC.
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(Registrant)
/S/ FRANK J. BRAMANTI
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Frank J. Bramanti
Dated: May 24, 1996 Executive Vice President, Chief Financial
Officer and Secretary
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[HCC INSURANCE HOLDINGS LETTERHEAD]
EXHIBIT "A"
HCC INSURANCE HOLDINGS, INC.
ANNOUNCES SHAREHOLDER APPROVAL OF LDG MERGER
HOUSTON (May 16, 1996) . . HCC Insurance Holdings, Inc. (NYSE symbol: HCC)
announced today that at a special meeting of its shareholders, the previously
announced agreement and plan of reorganization between HCC and LDG Management
Company Incorporated was approved. At the special meeting, 18,816,959 shares of
common stock (equal to 66.2 percent of the outstanding shares of common stock)
were voted. Of such shares voted, 18,767,127 shares (equal to 99.7 percent of
the shares voted) were voted in favor of the agreement and plan of
reorganization.
It is expected that the closing of such reorganization will be consummated
shortly.
Headquartered in Houston, Texas, HCC Insurance Holdings, Inc. is a specialty
international insurance group, operating worldwide through its subsidiaries
Houston Casualty Company, IMG Insurance Company, Trafalgar Insurance Company,
and LDG Management Company.
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