UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
TOWER GROUP, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
89177104
(CUSIP Number)
September 30, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
1
----------------------------------------------------------------------------------------------------------------------------
CUSIP No. 89177104
----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
HCC INSURANCE HOLDINGS, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
----------------------------------------------------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,112,043
OWNED BY -------------------------------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
1,112,043
----------------------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,043
----------------------------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
----------------------------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.63%
----------------------------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
----------------------------------------------------------------------------------------------------------------------------
2
ITEM 1.
(a) Name of Issuer
TOWER GROUP, INC.
(b) Address of Issuer's Principal Executive Offices
120 BROADWAY, 14TH FLOOR
NEW YORK, NY 10271
ITEM 2.
(a) Name of Person Filing
HCC INSURANCE HOLDINGS, INC.
(b) Address of Principal Business Office
13403 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040-6094
(c) Citizenship
DELAWARE
(d) Title of Class of Securities
COMMON STOCK
(e) CUSIP Number
89177104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT SECTIONS 240.13D-1(b) OR
240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with
SECTION 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
SECTION 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
SECTION 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with SECTION 240.13d-1(b)(1)(ii)(J).
3
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
1,112,043
(b) Percent of class:
5.63%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,112,043
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,112,043
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than 5% of the class of securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
See Exhibit A for the identity of the subsidiaries which directly
beneficially own the securities reported herein.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
4
SIGNATURE
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.
Date: September 30, 2005
By: /s/ CHRISTOPHER L. MARTIN
--------------------------------
Christopher L. Martin,
Executive Vice President
5
EXHIBIT INDEX
Exhibit A Information Required by Item 7
Exhibit B Joint Filing Agreement between HCC Insurance Holdings, Inc
and Houston Casualty Company