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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. 2)*
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
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications)
with copies to:
CHRISTOPHER L. MARTIN
VICE PRESIDENT AND GENERAL COUNSEL
HCC INSURANCE HOLDINGS, INC.
13403 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040-6094
(713) 690-7300
NOVEMBER 15, 2000
(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).
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen 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 SHARES 4,677,431
BENEFICIALLY -------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH 4,677,431
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,677,431
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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)
9.22
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14. TYPE OF REPORTING PERSON *
IN
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This amendment No. 2 amends the statement on Schedule 13D (the "Schedule 13D")
filed by Stephen L. Way on February 11, 1999, as previously amended. This
amendment No. 2 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.
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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.
Unchanged.
(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. Way currently beneficially owns 4,677,431 shares (9.22%)
of the HCC Common Stock. This amount includes 1,092,300 shares
which he has a right to acquire upon the exercise of options
within 60 days from the date hereof.
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(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:
4,677,431
SHARED POWER TO VOTE OR DIRECT THE VOTE:
Unchanged.
SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
4,677,431
SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
Unchanged.
(C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS.
Dispositions
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share Transaction
-------- ---------------- --------------- ------------------------
<S> <C> <C> <C>
11/14/00 100,000 $ 22.75 Sold on the open market.
11/14/00 220,000 $ 22.6136 Sold on the open market.
11/15/00 73,000 $ 22.5625 Sold on the open market.
11/15/00 2,000 $ 22.5625 Sold on the open market.
11/15/00 100,000 $ 22.625 Sold on the open market.
</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.
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(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
Unchanged.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE APPEARS ON THE FOLLOWING PAGE]
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.
November 21, 2000
(Date)
/s/ Stephen L. Way
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(Signature)
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