<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
HCC INSURANCE HOLDINGS, INC.
----------------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
404 132 102
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(CUSIP Number)
STEPHEN L. WAY
13403 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040-6094
(713) 690-7300
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(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 77002-5895
(713) 650-2729
DECEMBER 31, 1998
(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 13-1(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).
CUSIP No. 404 132 102 Page 1 of 7
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven L. Way ###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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(7) SOLE VOTING POWER
NUMBER OF 4,570,919
SHARES --------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 4,570,919
WITH --------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,570,919
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.35%
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14. TYPE OF REPORTING PERSON*
IN
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CUSIP No. 404 132 102 Page 2 of 7
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ITEM 1. SECURITY AND ISSUER
Common Stock, $1.00 par value per share.
HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas 77040-6094
ITEM 2. IDENTITY AND BACKGROUND
(A) NAME.
Stephen L. Way
(B) BUSINESS ADDRESS.
13403 Northwest Freeway
Houston, Texas 77040-6094
(C) PRESENT PRINCIPAL OCCUPATION.
Chief Executive Officer, Director and Chairman of the Board of
HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas 77040-6094
(D) CONVICTION(S) IN ANY CRIMINAL PROCEEDING.
Not applicable.
(E) PARTY TO CIVIL PROCEEDING(S) PERTAINING TO STATE OR FEDERAL
SECURITIES LAWS.
Not applicable.
(F) CITIZENSHIP.
United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Stephen L. Way is the founder of HCC Insurance Holdings, Inc. ("HCC")
and has served as Director, Chairman of the Board of Directors, and
Chief Executive Officer of HCC since its organization. At the time
HCC made its initial public offering of shares of common stock of HCC
("HCC Common Stock"), Mr. Way beneficially owned 1,620,000 shares of
HCC Common Stock, or more than five percent of the then outstanding
HCC Common Stock. Since that time, Mr. Way has acquired additional
shares through stock splits and through the exercise of stock options,
which were granted to him by HCC under various incentive plans. Mr.
Way has also disposed of some of his HCC Common Stock through sale on
the open market, sale through underwritten public offerings, gift, or
otherwise. However, the percentage of his beneficial ownership has
never been below five percent.
CUSIP No. 404 132 102 Page 3 of 7
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ITEM 4. PURPOSE OF THE TRANSACTION
Since HCC's initial public offering, Mr. Way has periodically acquired
or disposed of shares of HCC Common Stock for investment purposes
only. Mr. Way has not acquired or disposed of shares pursuant to any
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of HCC, or
the disposition of securities of HCC;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving HCC or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of HCC or any
of its subsidiaries;
(d) Any change in the board of directors or management of HCC,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the capitalization or dividend policy of
HCC;
(f) Any other material change in HCC's business or corporate
structure;
(g) Changes in the HCC charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of HCC by any person;
(h) Causing a class of securities of HCC to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of HCC becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(A) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Mr. Way currently beneficially owns 4,570,919 shares (9.35%) of
the HCC Common Stock. This amount includes 636,100 shares which
he has a right to acquire upon the exercise of options within 60
days from the date hereof.
(B) NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS:
SOLE POWER TO VOTE OR DIRECT THE VOTE:
4,570,919
SHARED POWER TO VOTE OR DIRECT THE VOTE:
Not applicable.
CUSIP No. 404 132 102 Page 4 of 7
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SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
4,570,919
SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
Not applicable.
(C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS.
<TABLE>
<CAPTION>
Dispositions
------------
Date Number of Shares Price Per Share Transaction
---- ---------------- --------------- -----------
<S> <C> <C> <C>
12/15/98 277,894 $17.8125 Payment of exercise price of
stock options by delivery or
withholding securities
incident to the receipt,
exercise or vesting of a
security issued in accordance
with Rule 16b-3.
12/15/98 143,859 17.8125 Payment of exercise price of
stock options by delivery or
withholding securities
incident to the receipt,
exercise or vesting of a
security issued in accordance
with Rule 16b-3.
12/15/98 2,420 17.8125 Payment of exercise price of
stock options by delivery or
withholding securities
incident to the receipt,
exercise or vesting of a
security issued in accordance
with Rule 16b-3.
<CAPTION>
Acquisitions
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Date Number of Shares Price Per Share Transaction
---- ---------------- --------------- -----------
12/15/98 300,000 $16.50 Exercise or conversion of
derivative security exempted
pursuant to Rule 16b-3.
12/15/98 208,333 12.30 Exercise or conversion of
derivative security exempted
pursuant to Rule 16b-3.
CUSIP No. 404 132 102 Page 5 of 7
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12/15/98 5,600 7.70 Exercise or conversion of
derivative security exempted
pursuant to Rule 16b-3.
12/31/98 150,000 17.75 Acquisition of derivative
security, exempted pursuant
to Rule 16b-3.
</TABLE>
(D) OTHER PERSON WITH RIGHT TO RECEIVE OR DIRECT THE RECEIPT OF
DIVIDENDS FROM OR THE PROCEEDS OF THE SALE OF THE SECURITIES.
Not applicable.
(E) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN 5% OF THE SECURITIES.
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. EXHIBITS
Not applicable.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
CUSIP No. 404 132 102 Page 6 of 7
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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.
February 1, 1999
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(Date)
/s/ Stephen L. Way
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(Signature)
CUSIP No. 404 132 102 Page 7 of 7
