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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)
DECEMBER 20, 1999
HCC INSURANCE HOLDINGS, INC.
(EXACT NAME OR REGISTRANT AS SPECIFIED IN ITS CHARTER)
STATE OR OTHER COMMISSION IRS EMPLOYER
JURISDICTION FILE NUMBER: IDENTIFICATION
OF INCORPORATION: NUMBER:
DELAWARE 0-20766 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.
On December 20, 1999, pursuant to that certain Agreement and
Plan of Merger (the "Merger Agreement") dated as of October 11, 1999, by and
among HCC Insurance Holdings, Inc. ("HCC"), Merger Sub of Delaware, Inc.
("Merger Sub"), a wholly owned subsidiary of HCC, and The Centris Group, Inc.
("Centris"), Merger Sub was merged into Centris and as a result of such merger,
Centris became a wholly owned subsidiary of HCC. The merger was effected
following a tender offer by Merger Sub for all of the outstanding Common Stock
(including the associated common stock purchase rights) of Centris. Following
the acquisition of shares tendered by Centris shareholders in response to the
Merger Sub's tender offer, HCC and Merger Sub held (including shares of Centris
Common Stock previously owned by HCC) approximately 97.4% of the outstanding
Common Stock of Centris. Pursuant to the terms of the tender offer,
non-tendering Centris shareholders will receive for their Centris shares the
same price paid for previously tendered shares. A copy of the HCC Press Release
announcing completion of the tender offer is attached as Exhibit 99 hereto. The
merger has been accounted for as a purchase under generally accepted accounting
principles. Reference is made to the Schedule 14D-1 filed on behalf of Merger
Sub and HCC on October 18, 1999 and all amendments thereto, including all
exhibits, which are incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. The Financial
Statements required by this Item will be filed by amendment not later than 60
days after the date this initial report on Form 8-K must be filed.
(b) Exhibits.
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<CAPTION>
Designation of Exhibits
in this Report Description of Exhibit
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<S> <C>
99.1 Registrant's News Release dated December 20, 1999
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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.
Dated: December 29, 1999 HCC INSURANCE HOLDINGS, INC.
By: /s/ Frank J. Bramanti
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Frank J. Bramanti, Executive Vice President
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Registrant's News Release dated December 20, 1999
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Exhibit 99.1
[PRESS RELEASE]
HCC INSURANCE HOLDINGS, INC.
COMPLETES TENDER OFFER FOR
THE CENTRIS GROUP, INC.
HOUSTON, TEXAS - December 20, 1999: HCC Insurance Holdings, Inc.
(NYSE: HCC) announced today the expiration of the tender offer by its wholly
owned subsidiary, Merger Sub of Delaware, Inc., for all outstanding shares of
common stock of The Centris Group, Inc. (NYSE: CGE) at a price of $12.50 per
share.
HCC stated that, based on a preliminary count, approximately 11,263,294
million Centris shares (including approximately 439,100 shares subject to
guarantees of delivery or receipt of additional documentation) were tendered
pursuant to the Offer which expired at 12:00 midnight, New York City time, on
Friday, December 17, 1999. All shares validly tendered (and not properly
withdrawn) prior to the expiration have been accepted for payment and will be
paid promptly.
The shares tendered constitute approximately 97.4% of Centris'
presently outstanding shares.
As previously announced, all Centris shares not tendered and purchased
pursuant to the Offer will be acquired in a second-step merger transaction at
the same price of $12.50 per share. The merger of The Centris Group, Inc. and
Merger Sub of Delaware, Inc. is expected to become effective on December 20,
1999, at which time Centris will become a wholly owned subsidiary of HCC.
HCC is an international insurance holding company with assets exceeding
$2.0 billion. Their shares are traded on the NYSE. HCC is rated AA (Very Strong)
by Standard & Poors and A+ (Superior) by A.M. Best & Company.
This press release contains forward-looking statements based on current
expectations that are covered under the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Actual results and events related to
the transaction may differ from those anticipated.
