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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. 4)*
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
57 WHARF STREET, SUITE 3A
SALEM, MA 01970
(978) 740-9119
(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
FEBRUARY 14, 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).
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
2,889,835
NUMBER OF ------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 2,889,835
------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,889,835
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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)
5.92
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14. TYPE OF REPORTING PERSON *
IN
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This Amendment No. 4 amends the statement on Schedule 13D (the "Schedule 13D")
filed by Stephen J. Lockwood on May 24, 1996 as amended. This Amendment No. 4
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.
57 Wharf Street, Suite 3A
Salem, MA 01970
(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.
(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 2,889,835
shares (5.92%) of the common stock of HCC Insurance
Holdings, Inc. ("HCC Common Stock"). This amount
includes 15,000 shares which he has a right to
acquire upon the exercise of options within 60 days
CUSIP No. 404 132 102 Page 3 of 6
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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:
2,889,835
SHARED POWER TO VOTE OR DIRECT THE VOTE:
Not applicable.
SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
2,889,835
(C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS.
Item 5(C) is hereby amended and restated as follows:
<TABLE>
<CAPTION>
Dispositions
------------
Date Number of Shares Price Per Share Transaction
---- ---------------- --------------- -----------
<S> <C> <C> <C>
12/30/99 137,500 $22.50 Disposition of derivative security exempted
pursuant to Rule 16b-3.
12/30/99 6,060 $16.50 Disposition of derivative security exempted
pursuant to Rule 16b-3.
12/30/99 43,940 $16.50 Disposition of derivative security exempted
pursuant to Rule 16b-3.
12/30/99 150,000 $16.50 Disposition of derivative security exempted
pursuant to Rule 16b-3.
12/30/99 50,000 $17.75 Disposition of derivative security exempted
pursuant to Rule 16b-3.
</TABLE>
CUSIP No. 404 132 102 Page 4 of 6
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<TABLE>
<CAPTION>
Acquisitions
------------
Date Number of Shares Price Per Share Transaction
---- ---------------- --------------- -----------
<S> <C> <C> <C>
01/05/00 10,000 $12.0625 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 15, 2000
----------------------------------
(Date)
/s/ Stephen J. Lockwood
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(Signature)
CUSIP No. 404 132 102 Page 6 of 6
