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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
HCC INSURANCE HOLDINGS, INC.
----------------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
404 132 102
-----------
(CUSIP Number)
STEPHEN J. LOCKWOOD
401 EDGEWATER PLACE, SUITE 400
WAKEFIELD, MA 01880
(781) 245-2220
--------------
(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 6
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen J. Lockwood ###-##-####
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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
3,725,935
NUMBER OF --------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 3,725,935
--------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,725,935
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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)
7.67
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14. TYPE OF REPORTING PERSON *
IN
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This Amendment No. 1 amends the statement on Schedule 13D (the "Schedule
13D") filed by Stephen J. Lockwood on May 24, 1996. This Amendment No. 1 to
the Schedule 13D is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934 as amended, by the reporting person. It shall refer
only to information which has materially changed since the filing of the
Schedule 13D.
CUSIP No. 404 132 102 Page 2 of 6
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ITEM 1. SECURITY AND ISSUER
Unchanged.
ITEM 2. IDENTITY AND BACKGROUND
(A) NAME.
Unchanged.
(B) BUSINESS ADDRESS.
Unchanged.
(C) PRESENT PRINCIPAL OCCUPATION.
Item 2(C) is hereby amended and restated as follows:
Stephen J. Lockwood's principal occupation is serving as Director
and Vice Chairman of the Board of HCC Insurance Holdings, Inc.
and as Chief Executive Officer of LDG Reinsurance Corporation.
(D) CONVICTION(S) IN ANY CRIMINAL PROCEEDING.
Unchanged.
(E) PARTY TO CIVIL PROCEEDING(S) PERTAINING TO STATE OR FEDERAL
SECURITIES LAWS.
Unchanged.
(F) CITIZENSHIP.
Unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
ITEM 4. PURPOSE OF THE TRANSACTION
Unchanged.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(A) Item 5(A) is hereby amended and restated as follows:
AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED:
Mr. Lockwood currently beneficially owns 3,725,935 shares (7.67%)
of the common stock of HCC Insurance Holdings, Inc. ("HCC Common
Stock"). This amount includes 93,200 shares of HCC Common Stock
owned of record by the Lockwood Family Limited
CUSIP No. 404 132 102 Page 3 of 6
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Partnership, a partnership of which Mr. Lockwood is the general
partner, and 315,000 shares which he has a right to acquire upon
the exercise of options within 60 days from the date hereof.
(B) Item 5(B) is hereby amended and restated as follows:
NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS:
SOLE POWER TO VOTE OR DIRECT THE VOTE:
3,725,935
SHARED POWER TO VOTE OR DIRECT THE VOTE:
Not applicable.
SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
3,725,935
(C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS.
Item 5(C) is hereby amended and restated as follows:
<TABLE>
<CAPTION>
Dispositions
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Date Number of Shares Price Per Share Transaction
---- ---------------- --------------- -----------
<S> <C> <C> <C>
11/16/98 14,200 $19.00 Sale made on the open market
or in private sale.
11/17/98 7,700 19.00 Sale made on the open market
or in private sale.
11/18/98 7,000 19.00 Sale made on the open market
or in private sale.
11/19/98 60,100 18.818 Sale made on the open market
or in private sale.
11/25/98 72,700 18.8929 Sale made on the open market
or in private sale.
12/02/98 25,000 18.375 Sale made on the open market
or in private sale.
12/03/98 68,000 19.086 Sale made on the open market
or in private sale.
CUSIP No. 404 132 102 Page 4 of 6
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12/04/98 12,400 19.009 Sale made on the open market
or in private sale.
12/07/98 25,000 18.82 Sale made on the open market
or in private sale.
12/08/98 135,000 18.582 Sale made on the open market
or in private sale.
12/11/98 5,000 18.375 Sale made on the open market
or in private sale.
</TABLE>
<TABLE>
<CAPTION>
Acquisitions
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Date Number of Shares Price Per Share Transaction
---- ---------------- --------------- -----------
<S> <C> <C> <C>
12/31/98 50,000 $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.
Unchanged.
(E) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN 5% OF THE SECURITIES.
Unchanged.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Unchanged.
ITEM 7. EXHIBITS
(A) **Agreement and Plan of Reorganization dated as of February 22,
1996 by and among HCC Insurance Holdings, Inc., Merger Sub, Inc.,
LDG Management Company Incorporated, SRRF Management
Incorporated, Medical Reinsurance Underwriters Incorporated,
LDG Worldwide Limited, and LDG Insurance Agency Incorporated,
Stephen J. Lockwood and Walter L. Suydam.
(B) **Affiliates Agreement dated as of May 24, 1996 by and between
Stephen J. Lockwood and HCC Insurance Holdings, Inc.
**Previously filed with the Schedule 13D.
CUSIP No. 404 132 102 Page 5 of 6
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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 J. Lockwood
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(Signature)
CUSIP No. 404 132 102 Page 6 of 6
