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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 19, 2001
Date of Report
(Date of earliest event reported)
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20766 76-0336636
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
13403 Northwest Freeway
Houston, Texas 77040-6094
(Address of principal executive offices, including zip code)
(713) 690-7300
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On July 25, 2001, the Securities and Exchange Commission ("SEC")
declared effective the Registration Statement previously filed by HCC Insurance
Holdings, Inc. (the "Company") on Form S-3, File No. 333-58350 (the prospectus
of which, pursuant to Rule 429 of the Securities Act of 1933, as amended, also
relates to $138,885,000 of unsold securities under the Company's registration
Statement on Form S-3, File No. 333-46432) (the "Registration Statement"). The
Registration Statement offered, pursuant to Rule 415 under the Securities Act of
1933, as amended, up to an aggregate of $600,000,000 in securities of the
Company. The Registration Statement and the definitive prospectus contained
therein are collectively referred to herein as the "Prospectus."
On August 20, 2001, the Company filed with the SEC a prospectus
supplement (the "Prospectus Supplement"). The Prospectus Supplement relates to
the issuance and sale in an underwritten public offering of $150,000,000
aggregate principal amount of the Company's 2.00% Convertible Notes Due 2021
("Notes") and up to an additional $22,500,000 of Notes if the underwriters
exercise their over-allotment option in full. On August 22, 2001, the
underwriters exercised such over-allotment in full. In connection with the
filing of the Prospectus Supplement with the SEC, the Company is filing certain
exhibits as part of this Form 8-K. See "Item 7. Financial Statements and
Exhibits."
On August 19 and 20, 2001, the Company issued press releases relating
to the offering of the Notes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT
NUMBER TITLE OF DOCUMENT
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1.1 Underwriting Agreement, dated August 20, 2001 by and between
the Company and Banc of America Securities LLC and Salomon
Smith Barney Inc. as representatives of the several
underwriters on Schedule A thereto, with respect to the
issuance and sale of $150,000,000 aggregate principal amount
of the Company's 2% Convertible Notes Due 2021 ("Notes") and
up to an additional $22,500,000 of Notes if the underwriters
exercise their over-allotment option.
4.1 Indenture dated August 23, 2001, relating to the Notes.
4.2 First Supplemental Indenture dated August 23, 2001, relating
to the Notes.
5. Opinion of Haynes and Boone, LLP
23. Consent of Haynes and Boone, LLP (included in Exhibit 5 filed
herewith)
99.1 Press Release dated August 19, 2001.
99.2 Press Release dated August 20, 2001.
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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.
HCC INSURANCE HOLDINGS, INC.
By: /s/ EDWARD H. ELLIS
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Dated: August 23, 2001 Edward H. Ellis
Senior Vice President
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EXHIBIT INDEX
EXHIBIT
NUMBER TITLE OF DOCUMENT
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1.1 Underwriting Agreement, dated August 20, 2001 by and between
the Company and Banc of America Securities LLC and Salomon
Smith Barney Inc. as representatives of the several
underwriters on Schedule A thereto, with respect to the
issuance and sale of $150,000,000 aggregate principal amount
of the Company's 2% Convertible Notes Due 2021 ("Notes") and
up to an additional $22,500,000 of Notes if the underwriters
exercise their over-allotment option.
4.1 Indenture dated August 23, 2001, relating to the Notes.
4.2 First Supplemental Indenture dated August 23, 2001, relating
to the Notes.
5. Opinion of Haynes and Boone, LLP
23. Consent of Haynes and Boone, LLP (included in Exhibit 5 filed
herewith)
99.1 Press Release dated August 19, 2001.
99.2 Press Release dated August 20, 2001.
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