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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
JANUARY 17, 1997
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 5. OTHER EVENTS.
On January 17, 1997, HCC Insurance Holdings, Inc. ("HCCH") and AVEMCO
Corporation ("AVEMCO") jointly announced that they had signed a letter of
intent to merge in a stock-for-stock transaction. Pursuant to the letter of
intent, each share of AVEMCO common stock would be exchanged for one share of
HCCH common stock.
AVEMCO would continue to operate as a wholly owned subsidiary of HCCH
and the transaction will be accounted for as a pooling-of-interests. It is
intended to be treated as a nontaxable exchange to AVEMCO's shareholders.
As of December 31, 1996, AVEMCO had 8,264,070 shares issued and
outstanding and HCCH had 35,850,832 shares issued and outstanding.
The combination is subject to the parties entering into a mutually
acceptable definitive agreement, certain regulatory approvals, approval of
the transaction by the shareholders of HCCH and AVEMCO, and due diligence.
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: January 21, 1997 Executive Vice President, Chief Financial
Officer and Secretary
