<PAGE>
As filed with the Securities and Exchange Commission on December 11, 1998,
Registration No. 333-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0336636
(State of Incorporation) (I.R.S. Employer Identification No.)
13403 NORTHWEST FREEWAY, HOUSTON, TEXAS 77040
(Address of principal executive offices) (zip code)
HCC INSURANCE HOLDINGS, INC.
401(k) PLAN
(Full title of the plan)
Copies of All Communications to:
CHRISTOPHER L. MARTIN, VICE PRESIDENT ARTHUR S. BERNER, ESQ.
AND GENERAL COUNSEL WINSTEAD SECHREST & MINICK P.C.
13403 NORTHWEST FREEWAY 910 TRAVIS STREET, SUITE 2400
HOUSTON, TEXAS 77040 HOUSTON, TEXAS 77002
(713) 690-7300 (713) 650-2729
(Name and address and telephone
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
Being Being Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value
per share 1,000,000 $17.625 17,625,000 $4,899.75
- --------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the
"Securities Act") this registration statement also covers an indeterminate
number of shares as may be required to cover possible adjustments under the
Plan by reason of any stock dividend, stock split, share combination,
exchange of shares, recapitalization, merger, consolidation, separate
reorganization or the like of or by the Registrant. In addition, pursuant
to Rule 416(c) of the Securities Act, the registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant
to the Plan described herein.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low prices of
the Common Stock of the Registrant on the New York Stock Exchange on
December 9, 1998.
(3) Pursuant to Rule 457(h)(2) of the Securities Act, no separate fee is
required with respect to the plan interests being registered herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
- ---------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (as filed with the Securities and Exchange
Commission (the "Commission") by the Registrant) are incorporated by reference
in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997 being filed concurrently herewith.
(c) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997.
(d) The description of the Common Stock contained in the Registrant's
Prospectus filed with the Commission on September 3, 1993 as part of the
Registrant's Registration Statement on Form S-1 (Registration No. 33-67342).
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may 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, 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, partnership, joint venture, trust or enterprise, including an
employee benefit plan. 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 that 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, except that no indemnification shall be made in
connection with any action or suit by or in the right of the corporation to
procure a judgment in its favor in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that such court deems proper. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 145 also provides that to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, the corporation must indemnify
him against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 145 further provides that any indemnification (unless ordered by a
court) must be made only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth above. Such determination must be made (i) by a majority vote of the
directors who were not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders.
Section 145 also provides that expenses (including attorneys' fees)
incurred by an officer or director in defending or settling any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation.
2
<PAGE>
Section 145 further provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
Article IX of the Registrant's Certificate of Incorporation, as amended and
restated, requires the Registrant to indemnify the Registrant's directors and
officers to the extent permitted under Section 145.
Article VIII of the Registrant's Bylaws also provides that the Registrant
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, by reason of the fact
that he is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise, in
accordance with provisions corresponding to Section 145. However, such Article
requires that the determination of whether a person is entitled to
indemnification 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 the stockholders of the Registrant. Further, the
Registrant's Bylaws provide that 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 the Registrant, or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, and who desires
indemnification shall make written application for such indemnification to the
Board of Directors for its determination that indemnification is appropriate,
and if so, to what extent.
Section 145 further provides that a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the authority to indemnify him
against such liability and expenses under the provisions described in the
preceding paragraphs. The Registrant maintains liability insurance covering its
directors and officers.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
permits a Delaware corporation to include a provision in its Certificate of
Incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the General Corporation Law of the State of
Delaware (providing for liability of directors for unlawful payment
3
<PAGE>
of dividends or unlawful stock purchases or redemptions), or (iv) for any
transaction from which the director derived an improper personal benefit.
Article X of the Registrant's Certificate of Incorporation eliminates liability
of directors of the Registrant to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of the State of Delaware.
The foregoing discussion is qualified in its entirety by reference to the
General Corporation Law of the State of Delaware and the Registrant's
Certificate of Incorporation and Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
23.1 Consent of PricewaterhouseCoopers LLP, independent
certified public accountants - filed herewith.
23.2 Consent of KPMG Peat Marwick LLP, independent certified
public accountants - filed herewith.
24 Powers of Attorney - filed herewith.
The undersigned Registrant hereby undertakes to submit the HCC Insurance
Holdings, Inc. 401(k) Plan to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify the HCC
Insurance Holdings, Inc. 401(k) Plan under Section 401 of the Internal Revenue
Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof),
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
4
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated
by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions described in Item 6 above, 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 Securities 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 of 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Houston, State of Texas, on December 10, 1998.
5
<PAGE>
HCC INSURANCE HOLDINGS, INC.
/s/ STEPHEN L. WAY *
--------------------------------------
By: Stephen L. Way
Chairman of the Board and
Chief Executive Officer
Pursuant to the Securities Act, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ STEPHEN L. WAY * Chairman of the Board and December 10, 1998
--------------------------------- Chief Executive Officer
Stephen L. Way (Principal Executive Officer)
/s/ JAMES M. BERRY * Director December 10, 1998
---------------------------------
James M. Berry
/s/ FRANK J. BRAMANTI * Executive Vice President and Director December 10, 1998
---------------------------------
Frank J. Bramanti
/s/ PATRICK B. COLLINS * Director December 10, 1998
---------------------------------
Patrick B. Collins
/s/ J. ROBERT DICKERSON * Director December 10, 1998
---------------------------------
J. Robert Dickerson
/s/ EDWARD H. ELLIS, JR. * Senior Vice President and Chief Financial Officer December 10, 1998
--------------------------------- (Chief Accounting Officer)
Edward H. Ellis, Jr.
/s/ EDWIN H. FRANK, III * Director December 10, 1998
---------------------------------
Edwin H. Frank, III
/s/ ALAN W. FULKERSON * Director December 10, 1998
---------------------------------
Alan W. Fulkerson
/s/ WALTER J. LACK * Director December 10, 1998
---------------------------------
Walter J. Lack
6
<PAGE>
/s/ STEPHEN J. LOCKWOOD * Director and Vice Chairman December 10, 1998
---------------------------------
Stephen J. Lockwood
/s/ JOHN N. MOLBECK, JR. President and Director December 10, 1998
---------------------------------
John N. Molbeck, Jr.
/s/ PETER B. SMITH, JR. * Executive Vice President and Director December 10, 1998
---------------------------------
Peter B. Smith, Jr.
/s/ HUGH T. WILSON * Director December 10, 1998
---------------------------------
Hugh T. Wilson
*By: /s/ JOHN N. MOLBECK, JR.
------------------------------
John N. Molbeck, Jr.
Attorney-in-Fact
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on December 10, 1998.
HCC INSURANCE HOLDINGS, INC.
401(k) PLAN
By: HCC Insurance Holdings, Inc.,
Administrator
By: /s/ John N. Molbeck, Jr.
-------------------------
Name: John N. Molbeck, Jr.
-------------------------
Title: President
-------------------------
<PAGE>
HCC INSURANCE HOLDINGS, INC.
401(k) PLAN
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG Peat Marwick LLP
24 Powers of Attorney
</TABLE>
<PAGE>
Exhibit 23.1
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
HCC Insurance Holdings, Inc. on Form S-8 of our reports dated March 26, 1998, on
our audits of the consolidated financial statements and financial statement
schedules of HCC Insurance Holdings, Inc. as of December 31, 1997 and 1996, and
for each of the three years in the period ended December 31, 1997. Our reports
state that they are based on the reports of KPMG Peat Marwick LLP, independent
certified public accountants with respect to their audit of the 1996 and 1995
consolidated financial statements and financial statement schedules of Avemco
Corporation.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Houston, Texas
December 9, 1998
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors and Shareholders
AVEMCO Corporation:
We consent to incorporation by reference in this registration statement on
Form S-8 of HCC Insurance Holdings, Inc. of our reports dated January 31, 1997
(February 28, 1997, as to note 12 and February 18, 1998, as to note 14),
relating to the consolidated balance sheet of AVEMCO Corporation and
subsidiaries as of December 31, 1996, and the related consolidated statements
of income, stockholders' equity, and cash flows for each of the years in the
two-year period ended December 31, 1996, and all related schedules, which
reports appear in the December 31, 1997 annual report on Form 10-K of HCC
Insurance Holdings, Inc.
/s/ KPMG Peat Marwick LLP
Washington, D.C.
December 8, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Stephen L. Way
-------------------------------------------------------
Stephen L. Way
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ James M. Berry
-------------------------------------------------------
James M. Berry
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Frank J. Bramanti
-------------------------------------------------------
Frank J. Bramanti
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Patrick B. Collins
-------------------------------------------------------
Patrick B. Collins
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ J. Robert Dickerson
-------------------------------------------------------
J. Robert Dickerson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Edward H. Ellis, Jr.
-------------------------------------------------------
Edward H. Ellis, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Edwin H. Frank, III
-------------------------------------------------------
Edwin H. Frank, III
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR. FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Alan W. Fulkerson
-------------------------------------------------------
Alan W. Fulkerson
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Walter J. Lack
-------------------------------------------------------
Walter J. Lack
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Stephen J. Lockwood
-------------------------------------------------------
Stephen J. Lockwood
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ John N. Molbeck, Jr.
-------------------------------------------------------
John N. Molbeck, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Peter B. Smith, Jr.
-------------------------------------------------------
Peter B. Smith, Jr.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints JOHN N. MOLBECK, JR., FRANK J. BRAMANTI, and CHRISTOPHER L. MARTIN and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place, and stead, in
any and all capacities, to sign the Form S-8 Registration Statement of HCC
Insurance Holdings, Inc. (the "Registrant") with respect to the HCC Insurance
Holdings, Inc. 401(k) Plan, to sign any and all amendments to same (including
post-effective amendments), and to file same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and/or any state securities department or any other federal or state
agency or governmental authority, granting unto such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, whether substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
December 10, 1998 /s/ Hugh T. Wilson
-------------------------------------------------------
Hugh T. Wilson
