<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1997
REGISTRATION NO. 333-25513
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
HCC INSURANCE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 76-0336636 6331
(State or other jurisdiction of (I.R.S. Employer Identification (Primary Standard Industrial
incorporation or organization) No.) Classification Code Number)
</TABLE>
13403 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040-6094
(713) 690-7300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
STEPHEN L. WAY
13403 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040-6094
(713) 690-7300
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
<TABLE>
<C> <C>
ARTHUR S. BERNER, ESQ. ROBERT W. SMITH, JR., ESQ.
WINSTEAD SECHREST & MINICK P.C. PIPER & MARBURY L.L.P.
910 TRAVIS, SUITE 1700 CHARLES CENTER SOUTH
HOUSTON, TEXAS 77002 36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective time of the Merger described in this
Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
HCCH is incorporated under the laws of the State of Delaware. Section 145
of the DGCL ("Section 145") provides that a Delaware corporation may indemnify
any persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. A Delaware corporation may indemnify
any persons who were or are parties, or are threatened to be made a party, to
any threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation or enterprise. The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interest except that no
indemnification is permitted without judicial approval if the officer is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director has actually and reasonably incurred.
Article IX of HCCH's Restated Certificate of Incorporation, as amended,
requires HCCH to indemnify HCCH's directors and officers to the extent permitted
under Section 145.
Article VIII of HCCH's Bylaws provides that HCCH shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of
HCCH), by reason of the fact that he is or was a director or officer of HCCH, or
is or was serving at the request of HCCH as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of HCCH
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The determination of whether an incumbent
or former director or officer is entitled to indemnification because such
officer or director has met the applicable standards of conduct set forth above
is to be made, unless ordered by a court: (i) by a majority vote of a quorum
consisting of directors who at the time of the vote are not parties to the
proceeding; (ii) if such quorum cannot be obtained, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion; or (iii) by a vote of shareholders of HCCH. The HCCH Bylaws
further provide that the expenses (including attorneys' fees) incurred in any
such action by a director of officer of HCCH may be paid or reimbursed by HCCH
in advance of the final disposition of such action, suit or proceeding upon
receipt of a written undertaking by or on behalf of the director or officer to
repay the amount paid or reimbursed if it is ultimately determined that he is
not entitled to be indemnified by HCCH as authorized therein.
HCCH's Bylaws also provide that HCCH may indemnify to the extent of the
provisions set forth therein, any person, other than an officer or director, who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was an employee or agent
of HCCH, or was serving at the request of HCCH as a director, officer, employee
or agent of another corporation, partnership, joint venture,
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<PAGE> 3
trust or other enterprise, if such person makes written application for such
indemnification to the HCCH Board and the HCCH Board so determines that
indemnification is appropriate and the extent thereof.
HCCH's Bylaws further provide that the indemnification described therein is
not exclusive, and shall not exclude any other rights to which the person
seeking to be indemnified may be entitled under statute, any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and to his action in another capacity while holding
such office.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S>
2 -- Agreement and Plan of Reorganization -- Included as
Appendix "A" to the Proxy Statement/Prospectus
3.1 -- Restated Certificate of Incorporation of HCC Holdings,
Inc. as filed with the Delaware Secretary of State on
July 23, 1996 -- Included as Appendix "D" to the Proxy
Statement/Prospectus
3.2 -- Bylaws of HCC Insurance Holdings, Inc., as
amended -- Included as Appendix "E" to the Proxy
Statement/Prospectus
4.1 -- Specimen Common Stock Certificate, $1.00 par value per
share, of HCC Insurance Holdings, Inc. -- Filed with the
SEC as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1, Reg. No. 33-48737, and
incorporated herein by reference
5.1 -- Opinion and Consent of Winstead Sechrest & Minick P.C.
regarding legality -- Previously filed
8.1 -- Opinion and Consent of Winstead Sechrest & Minick P.C.
regarding federal income tax matters -- Previously filed
8.2 -- Opinion and Consent of Piper & Marbury L.L.P. regarding
federal income tax matters -- Filed herewith
23.1 -- Consent of Coopers & Lybrand L.L.P. -- Previously filed
23.2 -- Consent of KPMG Peat Marwick LLP -- Previously filed
23.3 -- Consent of Tonneson & Company, C.P.A.'s
P.C. -- Previously filed
23.4 -- Consent of Winstead Sechrest & Minick P.C. -- included in
their opinions filed as Exhibits 5.1 and 8.1
23.5 -- Consent of Piper & Marbury L.L.P. -- included in their
opinion filed as Exhibit 8.2
24 -- Powers of Attorney -- Previously filed
28 -- Information from reports furnished to the State Board of
Insurance for the State of Texas -- Filed with the SEC as
Exhibits to the Registrant's Form 10-K for the year ended
December 31, 1996
99.1 -- Consent of Smith Barney Inc. -- Previously filed
99.2 -- Consent of Alex. Brown & Sons Incorporated -- Filed
herewith
99.3 -- Proxy Card of HCC Insurance Holdings, Inc. -- Previously
filed
99.4 -- Proxy Card of AVEMCO Corporation -- Previously filed
</TABLE>
The Disclosure Schedules and other appendices of the Registrant and AVEMCO
Corporation are referred to in the Agreement and Plan of Reorganization, but are
omitted from submission to the SEC in connection herewith. Upon request, the
Registrant undertakes to furnish to the SEC a copy of any omitted schedule or
appendix.
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<PAGE> 4
(b) Financial Statement Schedules
ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(2) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the Registrant undertakes that such reoffering
prospectus will contain the information called for by Form S-4 with respect
to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of Form S-4.
(3) That every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the Registration Statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of
Houston, State of Texas, on the 13 day of May, 1997.
HCC INSURANCE HOLDINGS, INC.
By: /s/ STEPHEN L. WAY
----------------------------------
Stephen L. Way
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ STEPHEN L. WAY* Chairman of the Board and Chief
- ----------------------------------------------------- Executive Officer (Principal
Stephen L. Way Executive Officer)
/s/ FRANK J. BRAMANTI Executive Vice President,
- ----------------------------------------------------- Secretary, Chief Financial
Frank J. Bramanti Officer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ STEPHEN J. LOCKWOOD* President and Director
- -----------------------------------------------------
Stephen J. Lockwood
/s/ JAMES M. BERRY* Director
- -----------------------------------------------------
James M. Berry
/s/ PATRICK B. COLLINS* Director
- -----------------------------------------------------
Patrick B. Collins
/s/ J. ROBERT DICKERSON* Director
- -----------------------------------------------------
J. Robert Dickerson
/s/ EDWIN H. FRANK, III* Director
- -----------------------------------------------------
Edwin H. Frank, III
/s/ JOHN L. KAVANAUGH* Director
- -----------------------------------------------------
John L. Kavanaugh
/s/ WALTER J. LACK* Director
- -----------------------------------------------------
Walter J. Lack
/s/ HUGH T. WILSON* Director
- -----------------------------------------------------
Hugh T. Wilson
*By: /s/ FRANK J. BRAMANTI
------------------------------------------------
Frank J. Bramanti
Attorney-in-fact
</TABLE>
May 13, 1997
II-4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
2 -- Agreement and Plan of Reorganization -- Included as
Appendix "A" to the Proxy Statement/Prospectus
3.1 -- Restated Certificate of Incorporation of HCC Holdings,
Inc. as filed with the Delaware Secretary of State on
July 23, 1996 -- Included as Appendix "D" to the Proxy
Statement/Prospectus
3.2 -- Bylaws of HCC Insurance Holdings, Inc., as
amended -- Included as Appendix "E" to the Proxy
Statement/Prospectus
4.1 -- Specimen Common Stock Certificate, $1.00 par value per
share, of HCC Insurance Holdings, Inc. -- Filed with the
SEC as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1, Reg. No. 33-48737, and
incorporated herein by reference
5.1 -- Opinion and Consent of Winstead Sechrest & Minick P.C.
regarding legality -- Previously filed
8.1 -- Opinion and Consent of Winstead Sechrest & Minick P.C.
regarding federal income tax matters -- Previously filed
8.2 -- Opinion and Consent of Piper & Marbury L.L.P. regarding
federal income tax matters -- Filed herewith
23.1 -- Consent of Coopers & Lybrand L.L.P. -- Previously filed
23.2 -- Consent of KPMG Peat Marwick LLP -- Previously filed
23.3 -- Consent of Tonneson & Company, C.P.A.'s
P.C. -- Previously filed
23.4 -- Consent of Winstead Sechrest & Minick P.C. -- included in
their opinions filed as Exhibits 5.1 and 8.1
23.5 -- Consent of Piper & Marbury L.L.P. -- included in their
opinion filed as Exhibit 8.2
24 -- Powers of Attorney -- Previously filed
28 -- Information from reports furnished to the State Board of
Insurance for the State of Texas -- Filed with the SEC as
Exhibits to the Registrant's Form 10-K for the year ended
December 31, 1996
99.1 -- Consent of Smith Barney Inc. -- Previously filed
99.2 -- Consent of Alex. Brown & Sons Incorporated -- Filed
herewith
99.3 -- Proxy Card of HCC Insurance Holdings, Inc. -- Previously
filed
99.4 -- Proxy Card of AVEMCO Corporation -- Previously filed
</TABLE>
<PAGE> 1
EXHIBIT 8.2
<TABLE>
<S> <C> <C>
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND WASHINGTON
21201-3018 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-539-0489 EASTON
</TABLE>
May 13, 1997
AVEMCO Corporation
Frederick Municipal Airport
411 Aviation Way
Frederick, Maryland 21701
Merger of Merger Sub #4, Inc., a wholly-owned subsidiary of HCC
Insurance Holdings, Inc., with and into AVEMCO Corporation
Ladies and Gentlemen:
We have acted as special counsel to AVEMCO Corporation ("Company") in
connection with the transactions contemplated by the Agreement and Plan of
Reorganization, dated as of February 27, 1997 (the "Merger Agreement"), by and
among HCC Insurance Holdings, Inc. ("Parent"), Merger Sub #4, Inc., a
wholly-owned subsidiary of Parent ("Merger Sub") and Company. This letter is
delivered on the effective date of a Registration Statement on Form S-4 (the
"Registration Statement"), which includes the Joint Proxy Statement/Prospectus
of Parent and Company (the "Proxy Statement/Prospectus"), with respect to the
transaction contemplated by the Merger Agreement. The delivery of a letter
expressing opinions in substantially the form hereof (and the reconfirmation of
such opinions on and as of the Effective Time) are conditions to the obligations
of Company to consummate the Merger pursuant to section 7.2(d) of the Merger
Agreement. All capitalized terms used herein, unless otherwise specified, shall
have the meanings ascribed to them in the Merger Agreement.
In rendering our opinions, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Merger Agreement, the Proxy Statement/Prospectus and such
other documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below. Our opinions assume, among other things, the accuracy
as of the date hereof, and continuing accuracy as of the Effective Time, of such
facts, information, covenants, statements and representations, as well as an
absence of any change in the foregoing that are material to such opinions
between the date hereof and the Effective Time.
We have assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
documents. We have also assumed that the transactions related to the Merger or
contemplated by the Merger Agreement will be consummated at the Effective Time
in accordance with the Merger Agreement and as described in the Proxy
Statement/Prospectus. In addition, our opinion is expressly conditioned on,
among other things, the accuracy as of the date hereof, and continuing accuracy
as of the Effective Time, of statements and representations contained in
certificates executed by officers of Parent and Company as to certain facts
relating to, and knowledge and intentions of, Parent and Company, and certain
facts relating to the Merger. We have assumed that such statements and
representations will be reconfirmed as of the Effective Time.
<PAGE> 2
In rendering our opinion, we have considered the applicable provisions of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the U.S. Internal
Revenue Service and such other authorities as we have considered relevant. It
should be noted that such Code, Regulations, judicial decisions, administrative
interpretations and such other authorities are subject to change at any time
and, in some circumstances, with retroactive effect. A material change in any of
the authorities upon which our opinion is based could affect our conclusions
stated herein. In addition, there can be no assurance that the Internal Revenue
Service would not take a position contrary to that which is stated in this
opinion.
Based upon and subject to the foregoing, we are of the opinion that, for
United States federal income tax purposes:
1. the Merger will constitute a "reorganization" within the meaning of
Section 368(a) of the Code, and Company, Merger Sub and Parent will each be
a party to such reorganization within the meaning of Section 368(b) of the
Code;
2. no gain or loss will be recognized by Parent or Company as a result
of the Merger;
3. no gain or loss will be recognized by the shareholders of Company
upon the exchange of their shares of Company Common Stock solely for shares
of Parent Common Stock pursuant to the Merger (including fractional shares
of Parent Common Stock deemed issued as described below);
4. the aggregate tax basis of the shares of Parent Common Stock
received solely in exchange for shares of Company Common Stock pursuant to
the Merger (including fractional shares of Parent Common Stock for which
cash is received) will be the same as the aggregate tax basis of the shares
of Company Common Stock exchanged therefor;
5. the holding period for shares of Parent Common Stock received in
exchange for shares of Company Common Stock pursuant to the Merger will
include the holding period of the shares of Company Common Stock exchanged
therefor, provided such shares of Company Common Stock were held as capital
assets by the shareholder at the Effective time; and
6. a shareholder of Company who receives cash in lieu of a fractional
share of Parent Common Stock will be treated as if he received a fractional
share of Parent Common Stock pursuant to the Merger and Parent then
redeemed such fractional share for the cash payment, with the result that
such a shareholder will recognize gain or loss equal to the difference, if
any, between such shareholder's tax basis in such fractional share (as
described in clause (4) above) and the amount of cash received.
Except as set forth above, we express no opinion to any party as to any
consequences of the Merger or any transactions related thereto. This opinion is
expressed as of the date hereof, and we disclaim any undertaking to advise you
of any subsequent changes of the matters stated, represented or assumed herein
or any subsequent changes in applicable law.
In accordance with the requirements of Item 601(b)(23) of Regulation S-K
under the Securities Act, we hereby consent to the use of our name in the Proxy
Statement/Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ PIPER & MARBURY L.L.P.
<PAGE> 1
EXHIBIT 99.2
April 16, 1997
The Board of Directors
of AVEMCO Corporation
411 Aviation Way
Frederick, MD 21701
Dear Members of the Board of Directors:
We hereby consent to the inclusion of our opinion date February 21, 1997 in
the joint proxy statement/prospectus of AVEMCO Corporation and HCC Insurance
Holdings, Inc. related to the Merger. In executing this consent, we do not admit
or acknowledge that Alex. Brown & Sons Incorporated is within the class of
persons whose consent is required by section 7 of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
ALEX. BROWN & SONS INCORPORATED
by: /s/ PETER F. DEVOS
-----------------------------------
Managing Director
ALEX. BROWN & SONS INCORPORATED
ONE SOUTH STREET - BALTIMORE, MARYLAND 21202 - TELEPHONE: (410)
727-1700 - TELEX: 198186
