-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AC/6U4u+AlgXtOpyrMI0mGzqrElU4pRmtNplJGPrIkH0hyGqcVowIhrH9j/wM8m2 OKpsK9HACkMsbcu5fOfH+w== 0000940180-98-000748.txt : 19980708 0000940180-98-000748.hdr.sgml : 19980708 ACCESSION NUMBER: 0000940180-98-000748 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980707 SROS: NONE GROUP MEMBERS: HIGH RIDGE CAPITAL LLC GROUP MEMBERS: HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP GROUP MEMBERS: HRC GENERAL PARTNER LIMITED PARTNERSHIP GROUP MEMBERS: JAMES L. ZECH GROUP MEMBERS: STEVEN J. TYNAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEIBELS BRUCE GROUP INC CENTRAL INDEX KEY: 0000276380 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 570672136 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-20931 FILM NUMBER: 98661332 BUSINESS ADDRESS: STREET 1: 1501 LADY ST STREET 2: P O BOX 1 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037482000 MAIL ADDRESS: STREET 1: 1501 LADY ST STREET 2: P O BOX 1 CITY: COLUMBIA STATE: SC ZIP: 29201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGH RIDGE CAPITAL LLC CENTRAL INDEX KEY: 0001050264 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 LIBERTY STREET STREET 2: PO BOX 388 CITY: CHESTER STATE: CT ZIP: 06412 BUSINESS PHONE: 8605265213 SC 13D/A 1 AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 The Seibels Bruce Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.00 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 816006-20 (CUSIP Number) James L. Zech Steven J. Tynan High Ridge Capital, LLC 107 Elm Street Four Stamford Plaza P.O. Box 120043 Stamford, CT 06912-0043 (203) 705-2750 with a copy to: James A. FitzPatrick, Jr. Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019-6092 (212) 259-8000 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 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 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [_]. (A fee is not required only if the Reporting Person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 19 SCHEDULE 13D CUSIP No. 816006-20 --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: High Ridge Capital, LLC ----------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-1459537 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,406,248 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,406,248 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,406,248 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% ----- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes (a) 351,562 shares issuable upon exercise of options held by the Reporting Person at any time before December 31, 1998, (b) 351,562 shares issuable upon exercise of options held by the Reporting Person at any time before December 31, 2000, (c) 351,562 shares issuable upon exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 1998, and (d) 351,562 shares issuable upon the exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 2 of 19 SCHEDULE 13D CUSIP No. 816006-20 --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: High Ridge Capital Partners Limited Partnership ----------------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-1459533 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,406,248 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,406,248 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,406,248 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% ----- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * Includes (a) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 1998, (b) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000, (c) 351,562 shares issuable upon exercise of options held by the Reporting Person at any time before December 31, 1998 and (d) 351,562 shares issuable upon exercise of options held by the Reporting Person at any time before December 31, 2000. Page 3 of 19 SCHEDULE 13D CUSIP No. 816006-20 --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: HRC General Partner Limited Partnership --------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 06-459536 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,406,248 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,406,248 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,406,248 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% ----- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * Includes (a) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 1998, (b) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000, (c) 351,562 shares issuable upon exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 1998 and (d) 351,562 shares issuable upon exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 4 of 19 SCHEDULE 13D CUSIP No. 816006-20 --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: James L. Zech ------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,406,248 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,406,248 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% ----- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes (a) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC, of which the Reporting Person is a member, at any time before December 31, 1998, (b) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000, (c) 351,562 shares issuable upon exercise of options held by High Ridge Capital Limited Partnership at any time before December 31, 1998 and (d) 351,562 shares issuable upon exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 5 of 19 SCHEDULE 13D CUSIP No. 816006-20 --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Steven J. Tynan --------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,406,248 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,406,248 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.5% ----- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes (a) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC, of which the Reporting Person is a member, at any time before December 31, 1998, (b) 351,562 shares issuable upon exercise of options held by High Ridge Capital, LLC at any time before December 31, 2000 (c) 351,562 shares issuable upon exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 1998 and (d) 351,526 shares issuable upon exercise of options held by High Ridge Capital Partners Limited Partnership at any time before December 31, 2000, as described in Items 3 and 4 herein. Page 6 of 19 ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Schedule 13D relates to the common stock, par value $1.00 per share ("Common Stock"), of The Seibels Bruce Group, Inc., a South Carolina corporation ("SBGI"), and amends and restates the Schedule 13D of the Reporting Persons filed with the Commission on November 20, 1997. The address of the principal executive offices of SBGI is 1501 Lady Street, Columbia, South Carolina 29201. The Reporting Persons have entered into a Joint Filing Agreement dated November 24, 1997, attached hereto as Schedule I. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed on behalf of High Ridge Capital, LLC, a limited liability corporation organized under the laws of the State of Delaware ("High Ridge"), High Ridge Capital Partners Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the "Partnership"), HRC General Partner Limited Partnership, a limited partnership organized under the laws of the State of Delaware ("HRC"), James L. Zech, an individual, and Steven J. Tynan, an individual, each a Reporting Person. High Ridge's principal business is to provide private equity advisory services. The Partnership is a private equity fund that invests exclusively in property/casualty insurance companies and related businesses. HRC is the general partner of the Partnership. High Ridge is the general partner of HRC. Mr. Zech and Mr. Tynan are the members of High Ridge. (b) The address of the principal offices of High Ridge, the Partnership, HRC, Mr. Zech and Mr. Tynan is 107 Elm Street, Four Stamford Plaza, P.O. Box 120043, Stamford CT 06912-0043. (c) Set forth in Schedule II to this Schedule 13D is the name, business address and present principal occupation or employment of each of the executive officers and directors of High Ridge. (d) During the last five years, neither any Reporting Person nor any person identified in Schedule II has been convicted in a criminal proceeding. (e) During the last five years, neither any Reporting Person nor any person identified in Schedule II has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) All directors and executive officers of High Ridge named in Schedule II are citizens of the United States. Page 7 of 19 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Stock Option Purchase Agreement dated as of November 20, 1997 between and among Charles H. Powers, Walker S. Powers, Rex Huggins, Jane Huggins (collectively, the "SBGI Shareholders"), SBGI and High Ridge, (the "LLC Option Agreement"), High Ridge has purchased, for $1.00 payable to each of the SBGI Shareholders, options ("LLC Options") to purchase an aggregate of 703,124 shares of the common stock, par value $1.00 per share ("Common Stock") of SBGI. The source of the consideration paid by High Ridge was working capital. The LLC Option Agreement is attached as Exhibit I to this Schedule 13D. Pursuant to the Stock Option Purchase Agreement dated as of November 20, 1997 between and among the SBGI Shareholders, SBGI and the Partnership (the "Partnership Option Agreement"), the Assignment Agreement, dated as of June 23, 1998 between and among the SBGI Shareholders and the Partnership, which was executed by such parties on June 29, 1998, a copy of which is attached hereto as Exhibit III and is incorporated by reference herein in its entirety (the "Assignment Agreement"), the Partnership has purchased, for $1.00 paid to each of the SBGI Shareholders, options ("Partnership Options") to purchase an aggregate of 703,124 additional shares of Common Stock of SBGI. The source of the consideration paid by the Partnership was working capital. The Partnership Option Agreement is attached as Exhibit II to this Schedule 13D and is incorporated by reference herein in its entirety. ITEM 4. PURPOSE OF THE TRANSACTION. Each of High Ridge and the Partnership has acquired its respective options for investment purposes. Pursuant to the LLC Option Agreement, one half of the LLC Options will expire on December 31, 1998 (the "1998 LLC Options") and the other half will expire on December 31, 2000 (the "2000 LLC Options"). Pursuant to the Partnership Option Agreement, one half of the Partnership Options will expire on December 31, 1998 (the "1998 Partnership Options") and the other half will expire on December 31, 2000 (the "2000 Partnership Options"). Pursuant to the LLC Option Agreement, High Ridge has agreed that in the event that High Ridge should exercise any of the 1998 LLC Options, or transfer, sell or assign any of the 1998 LLC Options to a party other than a party controlled by or under common control with High Ridge, then High Ridge shall within 10 days after any such transaction, pay in cash to the SBGI Shareholders, pro rata in proportion to the 1998 LLC Options sold by such SBGI Shareholders pursuant to the LLC Option Agreement, an amount equal to the product of $2.00 and the number of shares of Common Stock subject to such 1998 LLC Options exercised, transferred, sold or assigned by High Ridge in accordance with Section 4 of the LLC Option Agreement. Pursuant to Section 4 of the Partnership Option Agreement, the Partnership has agreed to the same terms with respect to the 1998 Partnership Options. High Ridge and the Partnership each intend to reexamine their investments in SBGI from time to time and, depending on market considerations and other factors, may exercise their options, or purchase or sell their options or shares of SBGI Common Stock, if appropriate opportunities to do so are available, on such terms and at such time as it considers advisable. Pursuant to the LLC Option Agreement and the Partnership Option Agreement, respectively, the LLC Options and the Partnership Options each remain subject to certain provisions with respect to restrictions on transfer, registration rights and indemnification contained in the Stock Purchase Agreement dated as of January 29, 1996 between Charles H. Powers, Walker S. Powers and SBGI, and the amendment thereto, and the Stock Option Agreement dated as of January 30, 1996 Page 8 of 19 between the SBGI Shareholders and SBGI (together, the "1996 Agreements"). The 1996 Agreements are filed as Annexes A and B to SBGI's Definitive Proxy Statement on Schedule 14A filed on May 11, 1996, and are incorporated herein by reference. Subject to the foregoing, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of SBGI, or the disposition of securities of SBGI; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving SBGI or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of SBGI, including any plans or proposals to change the number of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of SBGI; (f) Any other material change in SBGI's business or corporate structure; (g) Changes in SBGI's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of SBGI by any person; (h) Causing a class of securities of SBGI to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of SBGI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) According to SBGI, as of June 30, 1998, there were 11,283,134 shares of SBGI Common Stock issued and outstanding on a fully diluted basis ("Total Outstanding Shares"). Page 9 of 19 Pursuant to the LLC Option Agreement, High Ridge has acquired the LLC Options, which represent the right to acquire 703,124 shares of Common Stock, or 6.2% of the Total Outstanding Shares on a fully diluted basis taking into consideration the Partnership Options. All of the Reporting Persons, as a group, have acquired beneficial ownership of the 703,124 shares of Common Stock represented by the LLC Options. Pursuant to the Partnership Option Agreement, the Partnership has acquired the Partnership Options, which represent the right to acquire an additional 703,124 shares of Common Stock, or 6.2% of the Total Outstanding Shares on a fully diluted basis taking into consideration the LLC Options. Each of the Reporting Persons may be deemed, as members of a group, to have acquired beneficial ownership of the 1,406,248 shares of Common Stock represented by the LLC Options and the Partnership Options, taken as a whole, which together represent 12.5% of the Total Outstanding Shares on a fully diluted basis. (c) Neither any Reporting Person nor any person named in Schedule II, has effected any transaction in SBGI Common Stock during the past 60 days, except as disclosed herein. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with the transactions contemplated by the LLC Option Agreement, the Partnership Option Agreement and the Assignment Agreement, each of High Ridge and the Partnership, on the one hand, and SBGI on the other hand, have entered into a Stock Option Agreement dated as of June __, 1998 (the "Stock Option Agreements"), copies of which are attached hereto as Exhibits IV and V and are incorporated by reference herein in their entirety. Under the Stock Option Agreements, the terms of the LLC Options and the Partnership Options, as well as the terms of the 1996 Agreements which are applicable to such options, are restated. Other than as described herein, to each Reporting Person's knowledge there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person Page 10 of 19 with respect to any securities of SBGI, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Page 11 of 19 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. DESCRIPTION I Stock Option Purchase Agreement, dated as of November 20, 1997, between and among the SBGI Shareholders, High Ridge and SBGI. II Stock Option Purchase Agreement, dated as of November 20, 1997, between and among the SBGI Shareholders, the Partnership and SBGI. III Assignment Agreement, dated as of June 23, 1998, between and among the SBGI Shareholders and the Partnership. IV Stock Option Agreement, dated as of July 7, 1998, between High Ridge and SBGI. V Stock Option Agreement, dated as of July 7, 1998, between the Partnership and SBGI. Page 12 of 19 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: July 7, 1998 HIGH RIDGE CAPITAL, LLC By: /s/ James L. Zech ----------------- Name: James L. Zech Title: President Page 13 of 19 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: July 7, 1998 HRC GENERAL PARTNER LIMITED PARTNERSHIP By: High Ridge Capital, LLC ----------------------- Its: General Partner By: /s/ James L. Zech -------------------- Name: James L. Zech Title: President Page 14 of 19 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: July 7, 1998 HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By: HRC General Partner Limited Partnership ----------------------------------------- Its: General Partner By: High Ridge Capital, LLC Its: General Partner By: /s/ James L. Zech -------------------- Name: James L. Zech Title: President Page 15 of 19 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: July 7, 1998 /s/ James L. Zech ----------------- James L. Zech Page 16 of 19 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: July 7, 1998 /s/ Steven J. Tynan ------------------- Steven J. Tynan Page 17 of 19 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION I Stock Option Purchase Agreement, dated as of November 20, 1997 between and among the SBGI Shareholders, High Ridge and the SBGI. II Stock Option Purchase Agreement, dated as of November 20, 1997, between and among the SBGI Shareholders, High Ridge and SBGI. III Assignment Agreement, dated as of June 23, 1998, between and among the SBGI Shareholders and the Partnership. IV Stock Option Agreement, dated as of July 7, 1998, between High Ridge and SBGI. V Stock Option Agreement, dated as of July 7, 1998, between the Partnership and SBGI. Page 18 of 19 Schedule I JOINT FILING AGREEMENT ---------------------- The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the stock of The Seibels Bruce Group, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: November 25, 1997 HIGH RIDGE CAPITAL, LLC By: /s/ James L. Zech ---------------------- Name: James L. Zech Title: President HRC GENERAL PARTNER LIMITED PARTNERSHIP By: High Ridge Capital, LLC ----------------------- Its: General Partner By: /s/ James L. Zech --------------------- Name: James L. Zech Title: President HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By: HRC General Partner Limited Partnership --------------------------------------- Its: General Partner By: High Ridge Capital, LLC ----------------------- Its: General Partner By: /s/ James L. Zech --------------------- Name: James L. Zech Title: President /s/ James L. Zech ------------------ James L. Zech /s/ Steven J. Tynan ------------------- Steven J. Tynan Page 19 of 19 EX-99.I 2 STOCK OPTION PURCHASE AGREEMENT EXHIBIT I STOCK OPTION PURCHASE AGREEMENT ------------------------------- This Stock Option Purchase Agreement, dated as of November 20, 1997 (this "Agreement"), is made between and among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (collectively, the "Sellers," and each individually a "Seller"), High Ridge Capital LLC, a Delaware limited liability corporation ("High Ridge"), and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"). W I T N E S S E T H; -------------------- WHEREAS, pursuant to the terms of a Stock Option Agreement, dated as of January 30, 1996, among the Sellers and the Company (the "Stock Option Agreement") and a Stock Purchase Agreement, dated as of January 29, 1996, among Charles H. Powers, Walker S. Powers and the Company (the "Stock Purchase Agreement"), the Sellers own options (the "Options") to purchase an aggregate of 1,562,500 shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"); WHEREAS, one half of the Options expire on December 31, 1998 (the "1998 Options") and one half of the Options expire on December 31, 2000 (the "2000 Options"); and WHEREAS, the Sellers propose to sell and assign a portion of such Options to High Ridge, High Ridge has agreed to purchase such 1 portion of such Options, and the Company has consented to such sale and assignment, all in accordance with the terms hereof. NOW, THEREFORE, in consideration of the promises, representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers, jointly and severally, and High Ridge and the Company hereby agree as follows: 1. Sale and Assignment. ------------------- Each of the Sellers hereby sells, transfers and assigns to High Ridge, Options for the purchase of the number of shares of the Common Stock of the Company set forth next to the name of such Seller below in this Section 1, together with all rights and interests attendant to such Options pursuant to the Stock Option Agreement and the Stock Purchase Agreement (other than Sections 6.1 and 7.2 thereof), and each of the Sellers acknowledges receipt of cash in the amount of $1 from High Ridge:
Number of Shares Number of Shares Name 1998 Options 2000 Options - ---------------------------- ---------------- ---------------- Charles H. Powers 281,250 281,250 Walker S. Powers 56,250 56,250 Rex Huggins and Jane Huggins 14,062 14,062 ------- ------- 351,562 351,562 ======= =======
2. Company's Consent and Acknowledgement. The Company hereby consents, ------------------------------------- pursuant to Section 3.2 of the Stock Option Agreement and Section 6.4(3) of the Stock Purchase Agreement and otherwise, to the sale and transfer of Options by the Sellers to High Ridge as provided herein. The Company acknowledges and agrees 2 that as to such Options, the terms of the Stock Option Agreement will continue to apply and shall be enforceable in accordance with their terms by and against High Ridge, including without limitation Section 2.4 thereof, which makes applicable to shares of Common Stock purchased through exercise of the Options the provisions of Section 7 of the Stock Purchase Agreement, which provide registration rights with respect to such shares. For purposes of such Section 7, High Ridge shall be deemed a Purchaser thereunder and shall have the same rights as other Purchasers with respect to its shares (other than Section 7.2 thereof). 3. Hiqh Ridqe's Agreement to Be Bound. ---------------------------------- High Ridge hereby acknowledges and agrees that with respect to the Options purchased hereunder, and any shares of Common Stock acquired through the exercise thereof, it shall be bound by the terms of the Stock Option Agreement, including without limitation Sections 2.6 and 3.2 thereof, which among other things restrict transfers of the Options and shares of Common Stock acquired through the exercise thereof. Without limiting the generality of the foregoing, High Ridge hereby acknowledges and agrees it shall be bound by the provisions of Section 5.4 of the Stock Purchase Agreement entitled "Securities Act of 1933" (including Sections 5.4.1 and 5.4.2 thereunder), Section 5.3 of the Stock Purchase Agreement entitled "The Shares", Section 5.4 of the Stock Purchase Agreement entitled "Cooperation with Filings", Section 6.4 of the Stock Purchase Agreement entitled "Restrictions on Resale" and Section 9 of the Stock Purchase Agreement entitled "Indemnification 3 By the Purchasers" of the Stock Purchase Agreement (including Sections 9.1 and 9.2 thereunder) provided, however, that High Ridge shall not provide indemnification with respect to acts or omissions of any other Purchaser. 4. Contingent Payment Obligation. ----------------------------- In the event that High Ridge should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with High Ridge, High Ridge shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by High Ridge. In the event of any stock dividend, stock split, combination of shares or other similar change with respect to the Common Stock of the Company, the amount payable by High Ridge under this Section 4 shall be adjusted accordingly. 5. Representations and Warranties by Sellers. ----------------------------------------- Each Seller jointly and severally represents, warrants and covenants as follows: (a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party. 4 (b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound. 6. Representations and Warranties by High Ridge. -------------------------------------------- High Ridge represents and warrants as follows: (a) High Ridge is acquiring Options hereunder for investment purposes only. (b) The execution, delivery and performance of this Agreement by High Ridge does not conflict with or constitute a default under any agreement or instrument to which High Ridge is a party or is bound. (c) High Ridge is a limited liability company formed under the laws of the State of Delaware. The execution and delivery of the Agreement, the receipt of the Options and compliance by High Ridge with all of the other provisions of this Agreement are within the powers and capacity of High Ridge. (d) Except for a Form 13D under the United States Securities Exchange Act of 1934 as amended, and Rule 13-3 thereunder, no approval, consent or authorization of, or declaration or filing with, any governmental or judicial authority is required in connection with the execution and delivery of the Agreement by High Ridge or the performance by High Ridge hereunder. 5 (e) This Agreement has been duly executed by or on behalf of High Ridge and is a valid and binding obligation enforceable against High Ridge in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7. Amendments. No amendment or modification of this Agreement will be ---------- effective unless it is in writing and duly executed by each party to be charged thereunder. 8. Counterpart. This Agreement may be executed in two or more ----------- counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. HIGH RIDGE CAPITAL LLC By: /s/ Steven J. Tynan ----------------------------------- Steven J. Tynan Principal THE SELLERS /s/ Charles H. Powers ----------------------------------- Charles H. Powers /s/ Walker S. Powers ----------------------------------- Walker S. Powers /s/ Rex Huggins ----------------------------------- Rex Huggins /s/ Jane Huggins ----------------------------------- Jane Huggins THE SEIBELS BRUCE GROUP, INC. By: /s/ Ernst N. Csiszar ----------------------------------- Ernst N. Csiszar President and Chief Executive Officer EX-99.II 3 STOCK PURCHASE AGREEMENT EXHIBIT II STOCK OPTION PURCHASE AGREEMENT ------------------------------- This Stock Option Purchase Agreement, dated as of November 20, 1997 (this "Agreement"), is made between and among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (collectively the "Sellers," and each individually a "Seller"), High Ridge Capital Partners Limited Partnership, a Delaware limited partnership (the "Fund"), and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"). W I T N E S S E T H: -------------------- WHEREAS, pursuant to the terms of a Stock Option Agreement, dated as of January 30, 1996, among the Sellers and the Company (the "Stock Option Agreement") and a Stock Purchase Agreement, dated as of January 29, 1996, among Charles H. Powers, Walker S. Powers and the Company (the "Stock Purchase Agreement"), the Sellers own options (the "Options") to purchase an aggregate of 1,562,500 shares of the common stock, par value $1.00 per share, of the Company (the "Common Stock"); WHEREAS, one half of the Options expire on December 31, 1998 (the "1998 Options") and one half of the Options expire on December 31, 2000 (the "2000 Options"); and WHEREAS, the Sellers propose to sell and assign a portion of such Options to the Fund, the Fund has agreed to purchase such 1 portion of such Options, and the Company has consented to such sale and assignment, all in accordance with the terms hereof. NOW, THEREFORE, in consideration of the promises, representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers, jointly and severally, and the Fund and the Company hereby agree as follows: 1. Sale and Assignment. ------------------- Upon the terms and subject to the conditions contained herein, on the fifth business day following the satisfaction of the conditions set forth in Section 7 of this Agreement (the "Closing Date"), each of the Sellers shall sell, transfer and assign to the Fund, Options for the purchase of the number of shares of the Common Stock of the Company set forth next to the name of such Seller below in this Section 1, together with all rights and interests attendant to such Options pursuant to the Stock Option Agreement and the Stock Purchase Agreement (other than Sections 6.1 and 7.2 thereof), and the Fund shall pay to each of the Sellers cash in the aggregate amount of $1: Number of Shares Number of Shares Name 1998 Options 2000 Options - ---------------------------- ---------------- ---------------- Charles H. Powers 281,250 281,250 Walker S. Powers 56,250 56,250 Rex Huggins and Jane Huggins 14,062 14,062 ------- ------- 351,562 351,562 ======= ======= 2 2. Company' Consent and Acknowledgement. The Company hereby consents, ------------------------------------ pursuant to Section 3.2 of the Stock Option Agreement and Section 6.4(3) of the Stock Purchase Agreement and otherwise, to the sale and transfer of Options by the Sellers to the Fund as provided herein. The Company acknowledges and agrees that as to such Options, the terms of the Stock Option Agreement will continue to apply and shall be enforceable in accordance with their terms by and against the Fund, including without limitation Section 2.4 thereof, which makes applicable to shares of Common Stock purchased through exercise of the Options the provisions of Section 7 of the Stock Purchase Agreement, which provide registration rights with respect to such shares. For purposes of such Section 7, the Fund shall be deemed a Purchaser thereunder and shall have the same rights as other Purchasers with respect to its shares (other than Section 7.2 thereof). 3. The Fund's Agreement to be Bound. -------------------------------- The Fund hereby acknowledges and agrees that with respect to the Options purchased hereunder, and any shares of Common Stock acquired through the exercise thereof, it shall be bound by the terms of the Stock Option Agreement, including without limitation Sections 2.6 and 3.2 thereof, which among other things restrict transfers of the Options and shares of Common Stock acquired through the exercise thereof. 3 Without limiting the generality of the foregoing, the Fund hereby acknowledges and agrees it shall be bound by the provisions of Section 5.4 of the Stock Purchase Agreement entitled "Securities Act of 1933" (including Sections 5.4.1 and 5.4.2 thereunder), Section 5.3 of the Stock Purchase Agreement entitled "The Shares", Section 5.4 of the Stock Purchase Agreement entitled "Cooperation with Filings", Section 6.4 of the Stock Purchase Agreement entitled "Restrictions on Resale" and Section 9 of the Stock Purchase Agreement entitled "Indemnification by the Purchasers" of the Stock Purchase Agreement (including Sections 9.1 and 9.2 thereunder) provided, however, that the Fund shall not provide indemnification with respect to the acts or omissions of any other Purchaser. 4. Contingent Payment Obligation. ----------------------------- In the event that the Fund should exercise any of the 1998 Options, or transfer, sell or assign any of the 1998 Options to a party other than a party controlled by or under common control with the Fund, the Fund shall, within 10 days after any such transaction, pay in cash to the Sellers, pro rata in proportion to the 1998 Options sold by the respective Sellers hereunder, an amount equal to the product of $2 and the number of shares of Common Stock subject to such 1998 Options exercised, transferred, sold or assigned by the Fund. In the event of any stock dividend, stock split, combination of shares or other similar change with respect to the Common Stock of the Company, the amount payable by the Fund under this Section 4 shall be adjusted accordingly. 4 5. Representations and Warranties by Sellers. ----------------------------------------- Each Seller jointly and severally represents, warrants and covenants as follows: (a) The Sellers have all right, title and interest in and to the Options, subject to no lien, encumbrance or right of any other party. (b) The execution, delivery and performance of this Agreement by the Sellers does not conflict with, or constitute a default under, any agreement or instrument to which any Seller is a party or is bound. 6. Representations and Warranties by the Fund. ------------------------------------------ The Fund represents and warrants as follows: (a) The Fund is acquiring Options hereunder for investment purposes only. (b) The execution, delivery and performance of this Agreement by the Fund does not conflict with or constitute a default under any agreement or instrument to which the Fund is a party or is bound. (c) The Fund is a limited partnership organized under the laws of the State of Delaware. The execution and delivery of this Agreement, the receipt of the Options and compliance by the Fund with all of the other provisions of this Agreement are within the powers and capacity of the Fund. 5 (d) Except for a Form 13D under the United States Securities Exchange Act of 1934, as amended, and Rule 13-d thereunder, and regulatory filings or approvals with certain state Insurance Departments, no approval, consent or authorization of, or declaration or filing with, any governmental or judicial authority is required in connection with the execution and delivery of this Agreement by the Fund or the performance by the Fund hereunder. (e) This Agreement has been duly executed by or on behalf of the Fund and is a valid and binding obligation enforceable against the Fund in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 7. Condition to Closing. The obligations of each party to this -------------------- Agreement to consummate the transactions contemplated hereby on the Closing Date are subject to the reasonable satisfaction of each such party that all regulatory filings required to be made prior to the Closing Date, and all consents, approvals, permits and authorizations required to be obtained on or prior to the Closing Date from any governmental authority (including, without 6 limitation, the insurance department of any state) in connection with the transactions contemplated herein shall have been made or obtained, without the imposition of any material condition, restriction or required undertaking not expressly set forth in applicable statutes and regulations ("Regulatory Consents"). 8. Covenant to Use All Commercially Reasonable Efforts to Obtain ------------------------------------------------------------- Regulatory Consents. Sellers, the Fund and the Company shall, as soon as - ------------------- practicable, commence to take all commercially reasonable actions required to obtain as promptly as practicable all Regulatory Consents necessary to authorize, approve or permit the consummation of the transactions contemplated hereby, and Sellers, the Fund and the Company shall cooperate with each other with respect thereto. In addition, upon the terms and subject to the conditions herein provided, Sellers, the Fund and the Company covenant and agree to use all commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to obtain the Regulatory Consents. 9. Termination. This Agreement may be terminated and the transactions ----------- contemplated hereby abandoned prior to the Closing Date: (a) at any time by mutual agreement in writing of the parties hereto; or (b) on June 30, 1998 if the Required Consents have not been obtained on or prior to that date, unless the parties hereto shall agree in writing to extend the term of this Agreement. 7 10. Amendments. No amendment or modification of this Agreement will be ---------- effective unless it is in writing and duly executed by each party to be charged thereunder. 11. Counterpart. This Agreement may be executed in two or more ----------- counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By High Ridge Capital LLC By: /s/ Steven J. Tynan ----------------------------------- Steven J. Tynan Principal THE SELLERS /s/ Charles H. Powers ----------------------------------- Charles H. Powers /s/ Walker S. Powers ----------------------------------- Walker S. Powers /s/ Rex Huggins ----------------------------------- Rex Huggins /s/ Jane Huggins ----------------------------------- Jane Huggins THE SEIBELS BRUCE GROUP, INC. By: /s/ Ernst N. Csiszar ----------------------------------- Ernst N. Csiszar President and Chief Executive Officer EX-99.III 4 ASSIGNMENT AGREEMENT EXHIBIT III ASSIGNMENT AGREEMENT This Assignment Agreement, dated as of June 23, 1998, is made between and among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (collectively "Sellers," and each individually a "Seller") and High Ridge Capital Partners Limited Partnership, a Delaware limited partnership (the "Fund"). WHEREAS, pursuant to the terms of that certain Stock Option Purchase Agreement dated as of November 20, 1997, among the Sellers, the Fund and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company") (the "Stock Option Purchase Agreement"), the Sellers agreed to sell and assign, and the Fund agreed to purchase, options ("Options") to purchase an aggregate of 703,124 shares of the common stock, par value $1.00 per share ("Common Stock"), of the Company, and the Company has consented to such sale and assignment in accordance with the terms of the Stock Option Purchase Agreement; WHEREAS, all of the conditions set forth in the Stock Option Purchase Agreement to the obligations of each party to consummate the transactions have been satisfied. NOW, THEREFORE, subject to the terms and conditions hereof and in consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers jointly and severally on one hand and the Fund on the other hereto agree as follows: 1. Sale and Assignment. Consistent with the terms of the Stock Option ------------------- Purchase Agreement among the Sellers, the Fund and the Company, each of the Sellers hereby sells, transfers and assigns to the Fund, Options for the purchase of the number of shares of the Common Stock set forth next to the name of such Seller below, together with all rights and interest attendant to such Options, and each of the Sellers acknowledges receipt of cash in the amount of $1 (One Dollar) from the Fund:
Number of Shares Number of Shares Name 1998 Options 2000 Options - ---- ------------ ------------ Charles H. Powers 281,250 281,250 Walker S. Powers 56,250 56,250 Rex Huggins and Jane Huggins 14,062 14,062 ------- ------- 351,562 351,562
2. Counterparts. This Agreement may be executed in two or more ------------ counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the date first above-written. THE SELLERS: /s/ Charles H. Powers __________________________ Charles H. Powers /s/ Walker S. Powers __________________________ Walker S. Powers /s/ Rex Huggins __________________________ Rex Huggins /s/ Jane Huggins __________________________ Jane Huggins THE FUND: HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By: HRC General Partner Limited Partnership Its: General Partner By: High Ridge Capital LLC Its: General Partner /s/ Steven J. Tynan By:____________________ Name: Steven J. Tynan Title: Principal EX-99.IV 5 STOCK OPTION AGREEMENT EXHIBIT IV STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement"), dated as of July 7, 1998, is made between High Ridge Capital LLC, a Delaware limited liability corporation ("High Ridge"), and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"). Reference is made to the Stock Purchase Agreement, dated as of January 20, 1996, among the Company, Charles H. Powers and Walker S. Powers (the "1996 Stock Purchase Agreement"), the Stock Option Agreement, dated as of January 30, 1996 among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (the "Individual Optionholders") and the Company (the "1996 Stock Option Agreement") and the Stock Option Purchase Agreement, dated as of November 20, 1997, among the Company, the Individual Optionholders and High Ridge (the "High Ridge Stock Option Purchase Agreement"). WITNESSETH WHEREAS, pursuant to the 1996 Stock Purchase Agreement and the 1996 Stock Option Agreement, the Company granted to the Individual Optionholders an irrevocable option to purchase, from the Company, 6,250,000 shares of common stock, par value $1.00 per share ("Common Stock") of the Company, upon the terms and conditions set forth therein, which option, as the result of a reverse stock split by the Company of the Common Stock, represents as of the date hereof the right to purchase 1,562,500 shares of Common Stock; WHEREAS, pursuant to the High Ridge Stock Option Purchase Agreement, the Individual Optionholders have sold and assigned a portion of such options to High Ridge, and High Ridge has purchased such portion of such options, aggregating options to purchase 703,124 shares of Common Stock, and the Company has consented to such sale and assignment in accordance with the terms of High Ridge Stock Option Purchase Agreement; WHEREAS, High Ridge and the Company have agreed to restate the terms of such options now held by High Ridge pursuant to the terms hereof; NOW, THEREFORE, subject to the terms and conditions hereof and in consideration of the premises and the promises contained herein, High Ridge and the Company hereto agree as follows: ARTICLE 1 OPTION TERMS ------------ 1.1 Amount of Option. The Company hereby confirms the terms of an ---------------- irrevocable option (the "Option") to purchase from the Company 703,124 shares of Common Stock (the "Shares"), which Option has been assigned to High Ridge by the Individual Optionholders pursuant to an Assignment Agreement dated as of June 23, 1998 by and among the Individual Optionholders and High Ridge, upon the terms and conditions set forth below and in Section 1.2: (a) The portion of the Option with respect to 351,562 of the Shares shall have an exercise price of the greater of (i) Book Value (as defined in Section 1.1(c)) per share on the date of exercise or (ii) $6.00 per share. This portion of the Option for 351,562 of the Shares shall terminate on December 31, 1998. (b) The portion of the Option with respect to the remaining 351,562 of the Shares shall have an exercise price of the greater of (i) Book Value (as defined Section 1.1(c)) per share on the date of exercise or (ii) $8.00 per share. This portion of the Option for 351,562 of the Shares shall terminate on December 31, 2000. (c) For purposes of this Option Agreement, "Book Value" shall be the total shareholders equity of the Company divided by the shares issued and outstanding, determined under the standard practices of the Company and reported on SEC Form 10-Q, as of the end of the previous calendar quarter. 1.2 Additional Terms and Conditions. In addition to the terms and ------------------------------- conditions in Section 1.1, the Option shall be subject to the following terms and conditions: (a) Each exercise of the Option must be made in an amount equal to at least 500 shares. (b) Full payment of the exercise price must be made to the Company upon exercise of the Option, whether in whole or in part, by certified or cashier's check or wire transfer. (c) The Option is not transferable by High Ridge, except as provided in Article 3 of this Option Agreement. (d) The Option is irrevocable until termination under Section 1.1(a) or (b). ARTICLE 2 EXERCISE OF OPTION AND ISSUANCE OF SHARES ----------------------------------------- 2.1 Exercise of Option. To exercise the Option, in whole or in part, High ------------------ Ridge must deliver to the Company written notice, signed by High Ridge, stating the 2 number of Shares High Ridge elects to be purchased, and stating that payment to the Company is made as described in Section 1.2(b). 2.2 Issuance of Shares. Upon exercise of all or part of the Option, the ------------------ Company shall issue the appropriate number of Shares to High Ridge within 30 days or such later time as may be deemed necessary by the Company's Board of Directors on the advice of counsel, to comply with applicable federal or state securities laws or state insurance laws. 2.3 Securities Act of 1933. ---------------------- (a) Unregistered Securities. High Ridge understands that the Option ----------------------- acquired pursuant to this Agreement and the Shares underlying the Option have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under applicable state securities laws, in reliance upon exemptions thereunder from such registration requirements afforded by Section 4(2) of the Securities Act and Regulation D thereunder, governing the offer and sale of securities to accredited investors, and other applicable exemptions. High Ridge agrees that there shall be imprinted on the face of any certificate(s) of the Shares issued pursuant to a partial or full exercise of the Option issued pursuant to this Agreement a restrictive legend substantially in the form set forth in Section 2.3(b) below. (b) Restrictive Legend. High Ridge understands and agrees that any ------------------ disposition of the Shares in violation of this Agreement shall be null and void, and that no transfer of Shares shall be made by the Company's transfer agent upon the Company's stock transfer books unless there has been compliance with the terms of this Agreement. High Ridge understands and agrees that there shall be imprinted on the certificates for the Shares a legend substantially in the form as the following: The option under which the shares of common stock represented by this certificate was acquired and the shares acquired under exercise of that option have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold unless the shares are registered under the Securities Act, or an exemption from the registration requirements under the Securities Act is available. (c) The Option. High Ridge acknowledges that the Option has not been ---------- registered under the Securities Act. High Ridge is acquiring beneficial ownership of the Option for its own account for investment, and not with a view to a distribution. High Ridge agrees not to transfer or otherwise dispose of the Option unless such transfer or other disposition is registered under the Securities Act or is exempt from such registration. By reason of High Ridge's knowledge and experience in financial and business matters, High Ridge is capable of evaluating the merits and risks of its acquisition hereunder of beneficial ownership of the Option. High Ridge has had available such information with respect to the Company as deemed necessary or 3 appropriate to make such evaluation. High Ridge has the financial resources to bear the risk of ownership of the Option. (d) Cooperation With Filings. High Ridge covenants to provide the ------------------------ Company with all information concerning High Ridge necessary to enable the Company to make all required Securities and Exchange Commission ("SEC"), insurance regulatory, and other filings required in connection with this Agreement. (e) Due Execution: Binding Effect. This Agreement has been duly ----------------------------- executed by or on behalf of High Ridge and is a valid and binding obligation enforceable against High Ridge in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 2.4 Change in Capital Stock Structure. In the event of a stock dividend, --------------------------------- stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation, or other change in the Company's capital stock (including, but not limited to the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be subject to the Option then remaining outstanding, the number of additional Shares with respect to which the Option is unexercised, and the exercise price shall be appropriately adjusted by the Company. ARTICLE 3 RESTRICTIONS ON RESALE ---------------------- High Ridge shall not sell, transfer, assign or otherwise dispose of any Shares purchased by exercising Options granted by this Agreement (or the Option itself), other than to a corporation of which High Ridge owns not less than 80% of the voting power entitled to be cast in the election of directors of such corporation, except as set forth below. High Ridge shall not sell, transfer, assign or otherwise dispose of its beneficial interest in any Shares or the Option, except: (a) to the Company or to any person approved in a resolution adopted by a majority of the Board of Directors of the Company (excluding for the purposes of such approval any directors nominated or designated by High Ridge pursuant to any agreement, arrangement or understanding between High Ridge and the Company); (b) subject to Article 4, pursuant to an underwritten public offering of Shares managed by an investment banking firm reasonably acceptable to the Company and registered under the Securities Act; (c) in one or more privately negotiated transactions exempt from registration under the Securities Act; provided that prior to making a transfer pursuant to 4 this clause (c), High Ridge shall obtain a representation from its transferee addressed to High Ridge and the Company that such Shares are being acquired for investment only; (d) pursuant to Rule 144 under the Securities Act; (e) to a corporation of which High Ridge and its affiliates own not less than 80% of the voting power entitled to be cast in the election of directors (a "Controlled Corporation"); provided that such Controlled Corporation shall expressly assume in a writing duly executed by it and delivered to the Company all of the obligations and restrictions contained in this Agreement pertaining to High Ridge and shall agree to transfer such Shares to High Ridge or another Controlled Corporation of High Ridge if it ceases to be a Controlled Corporation of High Ridge; (f) in a merger or consolidation in which the Company is acquired, or a plan of liquidation of the Company; or (g) in response to an offer to purchase or exchange for cash or other consideration any Shares (i) which is made by or on behalf of the Company or (ii) which is made by or on behalf of any Person or Group (as such terms are defined in the 1996 Stock Purchase Agreement) and which is approved by the Board of Directors of the Company at least two business days prior to the expiration of such offer. Notwithstanding the foregoing, High Ridge shall not sell in the aggregate, pursuant to clause (c) or (d) above, Shares representing more than 10% of the Outstanding Voting Power (as such term is defined in the 1996 Stock Purchase Agreement) of the Company to any Person or Group or sell any Shares to any such Person or Group who shall have on file with the SEC a current statement on Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), reporting its beneficial ownership of 10% or more of the outstanding voting power of the Company. ARTICLE 4 REGISTRATION OF SHARES ---------------------- 4.1 Certain Definitions. The following terms as used in this Section ------------------- shall have the meanings indicated therefor: (a) "Effective Date" means the date on which a Registration becomes or is declared effective by the SEC. (b) "Piggy-back Registration" means a Registration of all or a portion of the Shares pursuant to Section 4.2, whether or not the registration statement becomes effective. (d) "Registration" means the preparation of a registration statement under the Securities Act and the taking of such other action as shall be reasonable and appropriate to cause the registration provided for in such registration statement to be filed 5 and become effective under the Securities Act, such registration to be filed on any registration statement form for which the Company is eligible and which it elects to utilize. (e) "Registration Expenses" means all expenses, other than Selling Expenses, incurred by the Company in effecting a Piggy-back Registration requested pursuant to and otherwise complying with the Company's obligations under this Section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and of independent public accountants engaged by the Company to conduct any special audits incident to or required to be included in any such Registration. (f) "Selling Expenses" means all stock transfer taxes and underwriters' discounts and commissions applicable to the sale of all or certain of the Shares by High Ridge. 4.2 Piggy-Back Registration. ----------------------- (a) Notice of Possible Registration of Shares. Each time before ----------------------------------------- December 31, 1999 that the Company proposes to effect a Registration of any shares of the same class as the Shares, other that a registration on Form S-4 or S-8, or other similar registration form hereafter authorized or prescribed by the SEC, it will give written notice at least 30 days before the proposed filing date therefor to High Ridge and, upon the written request of High Ridge given within 10 business days after the date of such notice, the Company will, subject to the limitations set forth elsewhere in this Section, include in such Registration the Shares which High Ridge has so requested to be registered. High Ridge shall be entitled to two Piggy-back Registrations. 4.3 Termination of Registration Rights. The right of High Ridge to a ---------------------------------- Piggy-back Registration will terminate when High Ridge no longer owns beneficially at least 20% of the Shares represented by the Option, adjusted to give effect to stock dividends, stock splits and other similar changes to the capital structure of the Company. 4.4 Registration Procedure. Subject to the limitations set forth ---------------------- elsewhere in this Section, if the Company receives a request to register any Shares pursuant to Section 4.2 which complies with the terms of this Article 4, the Company will use its best efforts to: (a) keep any effective registration statement effective and current until the earlier of (i) the completion of the distribution of the Shares so registered or (ii) expiration of 90 days after the Effective Date; (b) furnish to High Ridge such number of copies of a summary prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity 6 with the requirements of the Securities Act, and such other documents in such numbers as High Ridge may reasonably request in order to facilitate the public sale or other disposition of the Shares registered; (c) cooperate with High Ridge and High Ridge's counsel to register or qualify the Shares covered by such Registration under the securities or "blue sky" laws of such states of the United States as High Ridge shall reasonably request not to exceed five (5) states and, in any event, at High Ridge's expense; (d) promptly advise High Ridge as to the following: (i) the time at which the registration statement or any post-effective amendment thereto shall have become effective, the time at which any amendment or supplement to the prospectus is filed with the SEC and the time at which the offering and sale may commence, (ii) any request by the SEC for any amendment to such registration statement or the prospectus or for additional information, and the nature and substance thereof, and (iii) the issuance by the SEC or any other federal or state governmental authority or court of any order or similar process suspending the effectiveness of such registration statement or the suspension of the qualification of Shares for sale in any jurisdiction, or the initiation (or threat thereof in writing) of any proceedings for that purpose, and the Company will use its best efforts to prevent the issuance of such order or process and, if all such order or process shall be issued, to obtain the withdrawal thereof at the earliest possible time. 4.5 Underwriting. ------------ (a) Underwritten Distribution May be Requested. If the Company ------------------------------------------ proposes to offer, issue and sell securities of the same class as the Shares in an underwritten distribution by the Company in a Registration covering Shares then the right of High Ridge to Registration of High Ridge's Shares shall be conditioned, subject to the further terms and conditions hereof, on the Company's best effort to effect the inclusion of the Shares of High Ridge requested to be so registered in such underwriting. (b) Selection of Underwriters. The Company shall have the sole right ------------------------- to select the managing underwriter to effect any underwritten distribution of the Shares. (c) Underwriting Agreement. In the case of an underwritten ---------------------- Registration, the Company and High Ridge shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with this Section and shall agree not to effect any public sale or distribution of securities of the same class as the Shares other than as part of such underwriting within 90 days (or such other period as may be negotiated) after the Effective Date of such registration statement. (d) Limitation on Shares to be included in an Underwritten ------------------------------------------------------ Registration. If the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of Shares to be underwritten, then the Company will provide a copy of such writing to High Ridge and High Ridge shall be entitled to consult with the underwriters concerning such advice. High Ridge shall be entitled to sell 7 only the maximum number of Shares that may, in the opinion of such underwriters after such consultation with High Ridge, be sold by High Ridge. 4.6 Expenses. -------- (a) Registration Expenses. The Company will bear Registration --------------------- Expenses for a Registration commenced or completed pursuant to this Section. (b) Selling Expenses. All Selling Expenses in connection with any ---------------- Registration commenced or completed pursuant to this Section will be borne by High Ridge. (c) Mitigation of Company's Obligations. (i) The Company shall have ----------------------------------- no obligation to bear Registration Expenses if the Company is informed by the South Carolina Insurance Department that it will not allow any direct or indirect Subsidiary of the Company to pay a dividend or make a distribution to the Company to provide funds for the payment of Registration Expenses. The Company agrees to use its best efforts to cause such Department to give its approval of such a dividend or distribution. (ii) If the Company is relieved from bearing any Registration Expenses pursuant to this subsection, High Ridge may assume the obligation to pay such Registration Expenses and the Company will proceed with the Registration. (iii) If, within three years of the Effective Date of a Registration for which High Ridge bore the Registration Expenses which otherwise would have been borne by the Company, the Company has funds available to it, it will upon request reimburse High Ridge for such Registration Expenses borne by it. 4.7 Indemnification. --------------- (a) Indemnification by the Company. In each case of a Registration of ------------------------------ Shares pursuant to the registration rights granted hereby, the Company will indemnify, save and hold harmless High Ridge, each underwriter thereof, and each officer and director of any such underwriter from and against any claim, damage, loss, settlement, or liability, arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in any registration statement, any summary prospectus, prospectus or preliminary prospectus contained therein or any amendment or supplement thereto (including, in each case, documents incorporated therein by reference) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and will reimburse each such person for all legal or other expenses reasonably incurred in connection with the investigation or defense of any such claim, damage, loss or liability; provided, however, that the Company will not be liable in any such case to the extent that such claim, damage, loss or liability arises out of or is based upon any untrue statement, alleged untrue statement, omission or alleged omission, made in or omitted from such materials in reliance upon and in conformity with written information in regard to the person or entity seeking indemnification which information was furnished to the Company specifically for use in 8 the preparation of such registration statement, summary prospectus, prospectus or preliminary prospectus or any amendment or supplement thereto by High Ridge, any underwriter or other person, or their respective agents; and provided further that the foregoing indemnification with respect to a preliminary prospectus shall not inure to the benefit of any underwriter from whom the person asserting any such claim, damage, loss or liability purchased any of Shares if a copy of the final prospectus had not been sent or given to such person at or prior to written confirmation of the sale of such Shares to such person and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the final prospectus. (b) Indemnification by High Ridge. High Ridge will indemnify, save ----------------------------- and hold harmless the Company, each officer and director of the Company and each person who controls the Company (within the meaning of the Securities Act) to the same extent (and subject to the same limitations) as the foregoing indemnity from the Company to High Ridge, but only with respect to information relating to High Ridge and furnished to the Company by High Ridge or its agents specifically for use in any registration statement, any summary prospectus, prospectus, or preliminary prospectus contained therein or any amendment or supplement thereto including, in each case, the documents incorporated therein by reference. (c) Counsel Fees and Expenses; Settlements. In case any proceeding -------------------------------------- (including any governmental investigation) shall be instituted involving any person in respect of which indemnification may be sought pursuant to this Section 4.7 (the "Indemnified Party"), such Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the "Indemnifying Party") in writing and the Indemnifying Party, at its election, may retain counsel reasonably satisfactory to the Indemnified Party to represent both the Indemnifying Party and the Indemnified Party in such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain counsel in addition to counsel provided pursuant to the preceding sentence, but the fees and expenses of such additional counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to the retention of such additional counsel at its expense or (ii) the named parties (including any impleaded parties) to any such proceeding include both the Indemnifying Party and the Indemnified Party (or another person), the Indemnifying Party proposes that the same additional counsel represent both the Indemnifying Party and the Indemnified Party (or such other person), and representation of both such persons by the same counsel would be inappropriate due to actual or potential differing interests between them. Except as provided in the preceding sentence, the Indemnifying Party will not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one firm qualified in such jurisdiction to act as counsel for all such Indemnified Parties. Such firm shall be approved as satisfactory in writing by High Ridge in the case of Indemnified Parties and pursuant to Section 4.7(a) and by the Company in the case of Indemnified Parties indemnified pursuant to Section 4.7(b). The Indemnifying Party shall not be liable for any settlement of any litigation or proceeding effected without the Indemnifying Party's written consent. The Indemnifying Party will not, without the Indemnified Party's written consent, settle or compromise any proceeding or consent to entry of any judgment which would impose an injunction or 9 other equitable relief upon such Indemnified Party or which does not include as an unconditional term thereof the release of such Indemnified Party from all liability in respect to such proceeding. In the event that the Indemnifying Party, within a reasonable time after notice of any such proceeding, fails to provide counsel, the Indemnified Party shall have the right (upon further notice to the Indemnifying Party) to retain counsel and undertake the defense, compromise or settlement of such proceeding for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such proceeding at any time prior to settlement, compromise or final determination thereof. The cost and expense of counsel so retained by the Indemnified Party shall be borne by the Indemnifying Party, and the Indemnifying Party shall be bound by, and shall pay the amount of, any settlement, compromise, final determination, or judgment reached while the Indemnified Party was represented by counsel retained by the Indemnified Party pursuant to this Section. (d) Other Terms Required by Underwriters. The indemnification ------------------------------------ pursuant to the foregoing provisions of this Section 4.7 shall be on such other terms and conditions as are at the time customary and reasonably required by underwriters in public offerings, including providing for contribution in the event indemnification provided for in this Section 4.7 is unavailable or insufficient, all as shall be set forth in an underwriting agreement between the Company, High Ridge and the underwriter. 4.8 Provision of information by High Ridge. In connection with any -------------------------------------- Registration to be effected pursuant to this Agreement, High Ridge shall furnish the Company such written information regarding High Ridge as the Company may request in writing, which information shall be required in connection with any registration, qualification or compliance referred to in this Agreement for inclusion in the registration statement (and the prospectus included therein). 4.9 Agreements of High Ridge. If requested by the Company, High Ridge ------------------------ will execute and deliver to the Company an agreement, in form reasonably satisfactory to the Company, that High Ridge will comply with all applicable prospectus delivery requirements of the Securities Act and all anti- stabilization, manipulation and similar provisions of the Exchange Act and any rules promulgated thereunder, and will furnish to the Company information about sales made in such public offering. The Company's obligations to effect the Registration of Shares of High Ridge under this Agreement shall be conditioned upon High Ridge's complying with the foregoing provisions. 4.10 Market Standstill Agreement. In addition to the provisions of --------------------------- Section 4.5(c), if requested by the Company or by the managing underwriter in respect of any Registration provided for in this Article 4, High Ridge will agree not to sell or otherwise transfer or dispose of any Shares (or other securities of the Company) held by it during the ninety (90) day period following the effective date of any registration statement filed in respect of any Registration or such other period as may be negotiated with the managing underwriter. Such agreement shall be in writing and in form reasonably satisfactory to the Company and such managing underwriter. The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the foregoing restrictions until the end of such ninety (90) day or other period. 10 ARTICLE 5 MISCELLANEOUS ------------- 5.1 Governing Law. This Option Agreement shall be deemed to be a contract ------------- under the laws of the State of South Carolina and will be construed in accordance with and governed by the laws of said State. Both parties agree to submit to the jurisdiction of the Court of Common Pleas for Richland County, Columbia, South Carolina in settlement of any dispute or controversy arising under or in connection with this Option Agreement. 5.2 Parties in Interest; Assignment. This Option Agreement shall be ------------------------------- binding upon and inure to the benefit of the parties hereto and to each of their respective successors or permitted assigns, but this Option Agreement and the rights and obligations under this Option Agreement shall not be assignable by either the Company or High Ridge without written consent of the other party. 5.3 Agreement. This Option Agreement and High Ridge Stock Option Purchase --------- Agreement contain the entire agreement between the parties hereto with respect to the Option for the Shares and supersedes any prior agreements or understandings between or among any of the parties hereto relating to the Option. 5.4 Notices. All notices and other communications hereunder shall be in ------- writing and shall be deemed to have been duly given when received, and shall be given in person, by certified mail, return receipt requested or by an independent messenger service which obtains a receipt upon delivery to a party at the following addresses or to such other address as a party may hereafter specify by notice: if to the Company: ----------------- The Seibels Bruce Group, Inc. 1501 Lady Street Columbia, South Carolina 29201 Attn: John A. Weitzel, President and Chief Executive Officer Fax: 803-748-2309 if to High Ridge: ---------------- Steven J. Tynan James L. Zech High Ridge Capital LLC Four Stamford Plaza 107 Elm Street P.O. Box 120043 Stamford, Connecticut 06912 Fax: 860-526-5870 11 with copies to: James A. FitzPatrick, Jr., Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019 Fax: 212-259-6333 5.5 Modification. No amendment or modification of or supplement to this ------------ Option Agreement will be effective unless it is in writing and duly executed by each party to be charged thereunder. 12 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above-written. THE COMPANY: THE SEIBELS BRUCE GROUP, INC. By: /s/ John A. Weitzel _____________________________________________ Name: John A. Weitzel Title: President and Chief Executive Officer HIGH RIDGE: HIGH RIDGE CAPITAL LLC By: /s/ Steven J. Tynan ______________________________ Name: Steven J. Tynan Title: Principal 13 EX-99.V 6 STOCK OPTION AGREEMENT EXHIBIT V STOCK OPTION AGREEMENT This Stock Option Agreement (the "Option Agreement"), dated as of July 7, 1998, is made between High Ridge Capital Partners Limited Partnership, a Delaware limited partnership ("High Ridge Fund"), and The Seibels Bruce Group, Inc., a South Carolina corporation (the "Company"). Reference is made to the Stock Purchase Agreement, dated as of January 20, 1996, among the Company, Charles H. Powers and Walker S. Powers (the "1996 Stock Purchase Agreement"), the Stock Option Agreement, dated as of January 30, 1996 among Charles H. Powers, Walker S. Powers, Rex Huggins and Jane Huggins (the "Individual Optionholders") and the Company (the "1996 Stock Option Agreement") and the Stock Option Purchase Agreement, dated as of November 20, 1997, among the Company, the Individual Optionholders and High Ridge Fund (the "High Ridge Fund Stock Option Purchase Agreement"). WITNESSETH WHEREAS, pursuant to the 1996 Stock Purchase Agreement and the 1996 Stock Option Agreement, the Company granted to the Individual Optionholders an irrevocable option to purchase, from the Company, 6,250,000 shares of common stock, par value $1.00 per share ("Common Stock") of the Company, upon the terms and conditions set forth therein, which option, as the result of a reverse stock split by the Company of the Common Stock, represents as of the date hereof the right to purchase 1,562,500 shares of Common Stock; WHEREAS, pursuant to the High Ridge Fund Stock Option Purchase Agreement, the Individual Optionholders have sold and assigned a portion of such options to High Ridge Fund, and High Ridge Fund has purchased such portion of such options, aggregating options to purchase 703,124 shares of Common Stock, and the Company has consented to such sale and assignment in accordance with the terms of High Ridge Fund Stock Option Purchase Agreement; WHEREAS, High Ridge Fund and the Company have agreed to restate the terms of such options now held by High Ridge Fund pursuant to the terms hereof; NOW, THEREFORE, subject to the terms and conditions hereof and in consideration of the premises and the promises contained herein, High Ridge Fund and the Company hereto agree as follows: ARTICLE 1 OPTION TERMS ------------ 1.1 Amount of Option. The Company hereby confirms the terms of an ---------------- irrevocable option (the "Option") to purchase from the Company 703,124 shares of Common Stock (the "Shares"), which Option has been assigned to High Ridge Fund by the Individual Optionholders pursuant to an Assignment Agreement dated as of June 23, 1998 by and among the Individual Optionholders and High Ridge Fund, upon the terms and conditions set forth below and in Section 1.2: (a) The portion of the Option with respect to 351,562 of the Shares shall have an exercise price of the greater of (i) Book Value (as defined in Section 1.1(c)) per share on the date of exercise or (ii) $6.00 per share. This portion of the Option for 351,562 of the Shares shall terminate on December 31, 1998. (b) The portion of the Option with respect to the remaining 351,562 of the Shares shall have an exercise price of the greater of (i) Book Value (as defined Section 1.1(c)) per share on the date of exercise or (ii) $8.00 per share. This portion of the Option for 351,562 of the Shares shall terminate on December 31, 2000. (c) For purposes of this Option Agreement, "Book Value" shall be the total shareholders equity of the Company divided by the shares issued and outstanding, determined under the standard practices of the Company and reported on SEC Form 10-Q, as of the end of the previous calendar quarter. 1.2 Additional Terms and Conditions. In addition to the terms and ------------------------------- conditions in Section 1.1, the Option shall be subject to the following terms and conditions: (a) Each exercise of the Option must be made in an amount equal to at least 500 shares. (b) Full payment of the exercise price must be made to the Company upon exercise of the Option, whether in whole or in part, by certified or cashier's check or wire transfer. (c) The Option is not transferable by High Ridge Fund, except as provided in Article 3 of this Option Agreement. (d) The Option is irrevocable until termination under Section 1.1(a) or (b). ARTICLE 2 EXERCISE OF OPTION AND ISSUANCE OF SHARES ----------------------------------------- 2.1 Exercise of Option. To exercise the Option, in whole or in part, High ------------------ Ridge Fund must deliver to the Company written notice, signed by High Ridge Fund, 2 stating the number of Shares High Ridge Fund elects to be purchased, and stating that payment to the Company is made as described in Section 1.2(b). 2.2 Issuance of Shares. Upon exercise of all or part of the Option, the ------------------ Company shall issue the appropriate number of Shares to High Ridge Fund within 30 days or such later time as may be deemed necessary by the Company's Board of Directors on the advice of counsel, to comply with applicable federal or state securities laws or state insurance laws. 2.3 Securities Act of 1933. ---------------------- (a) Unregistered Securities. High Ridge Fund understands that the ----------------------- Option acquired pursuant to this Agreement and the Shares underlying the Option have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under applicable state securities laws, in reliance upon exemptions thereunder from such registration requirements afforded by Section 4(2) of the Securities Act and Regulation D thereunder, governing the offer and sale of securities to accredited investors, and other applicable exemptions. High Ridge Fund agrees that there shall be imprinted on the face of any certificate(s) of the Shares issued pursuant to a partial or full exercise of the Option issued pursuant to this Agreement a restrictive legend substantially in the form set forth in Section 2.3(b) below. (b) Restrictive Legend. High Ridge Fund understands and agrees that ------------------ any disposition of the Shares in violation of this Agreement shall be null and void, and that no transfer of Shares shall be made by the Company's transfer agent upon the Company's stock transfer books unless there has been compliance with the terms of this Agreement. High Ridge Fund understands and agrees that there shall be imprinted on the certificates for the Shares a legend substantially in the form as the following: The option under which the shares of common stock represented by this certificate was acquired and the shares acquired under exercise of that option have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold unless the shares are registered under the Securities Act, or an exemption from the registration requirements under the Securities Act is available. (c) The Option. High Ridge Fund acknowledges that the Option has ---------- not been registered under the Securities Act. High Ridge Fund is acquiring beneficial ownership of the Option for its own account for investment, and not with a view to a distribution. High Ridge Fund agrees not to transfer or otherwise dispose of the Option unless such transfer or other disposition is registered under the Securities Act or is exempt from such registration. By reason of High Ridge Fund's knowledge and experience in financial and business matters, High Ridge Fund is capable of evaluating the merits and risks of its acquisition hereunder of beneficial ownership of the Option. High Ridge Fund has had available such information with respect to the Company as 3 deemed necessary or appropriate to make such evaluation. High Ridge Fund has the financial resources to bear the risk of ownership of the Option. (d) Cooperation With Filings. High Ridge Fund covenants to provide ------------------------ the Company with all information concerning High Ridge Fund necessary to enable the Company to make all required Securities and Exchange Commission ("SEC"), insurance regulatory, and other filings required in connection with this Agreement. (e) Due Execution: Binding Effect. This Agreement has been duly ----------------------------- executed by or on behalf of High Ridge Fund and is a valid and binding obligation enforceable against High Ridge Fund in accordance with its terms, except as enforceability thereof may be limited by the exercise of judicial discretion, the laws of bankruptcy, insolvency, reorganization, moratorium, or other similar laws from time to time in effect relating to or affecting generally the enforcement of creditors' rights, and except as enforcement of remedies may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 2.4 Change in Capital Stock Structure. In the event of a stock dividend, --------------------------------- stock split or combination of shares, recapitalization or merger in which the Company is the surviving corporation, or other change in the Company's capital stock (including, but not limited to the creation or issuance to shareholders generally of rights, options or warrants for the purchase of common stock or preferred stock of the Company), the number and kind of shares of stock or securities of the Company to be subject to the Option then remaining outstanding, the number of additional Shares with respect to which the Option is unexercised, and the exercise price shall be appropriately adjusted by the Company. ARTICLE 3 RESTRICTIONS ON RESALE ---------------------- High Ridge Fund shall not sell, transfer, assign or otherwise dispose of any Shares purchased by exercising Options granted by this Agreement (or the Option itself), other than to a corporation of which High Ridge Fund owns not less than 80% of the voting power entitled to be cast in the election of directors of such corporation, except as set forth below. High Ridge Fund shall not sell, transfer, assign or otherwise dispose of its beneficial interest in any Shares or the Option, except: (a) to the Company or to any person approved in a resolution adopted by a majority of the Board of Directors of the Company (excluding for the purposes of such approval any directors nominated or designated by High Ridge Fund pursuant to any agreement, arrangement or understanding between High Ridge Fund and the Company); (b) subject to Article 4, pursuant to an underwritten public offering of Shares managed by an investment banking firm reasonably acceptable to the Company and registered under the Securities Act; (c) in one or more privately negotiated transactions exempt from registration under the Securities Act; provided that prior to making a transfer pursuant to 4 this clause (c), High Ridge Fund shall obtain a representation from its transferee addressed to High Ridge Fund and the Company that such Shares are being acquired for investment only; (d) pursuant to Rule 144 under the Securities Act; (e) to a corporation of which High Ridge Fund and its affiliates own not less than 80% of the voting power entitled to be cast in the election of directors (a "Controlled Corporation"); provided that such Controlled Corporation shall expressly assume in a writing duly executed by it and delivered to the Company all of the obligations and restrictions contained in this Agreement pertaining to High Ridge Fund and shall agree to transfer such Shares to High Ridge Fund or another Controlled Corporation of High Ridge Fund if it ceases to be a Controlled Corporation of High Ridge Fund; (f) in a merger or consolidation in which the Company is acquired, or a plan of liquidation of the Company; or (g) in response to an offer to purchase or exchange for cash or other consideration any Shares (i) which is made by or on behalf of the Company or (ii) which is made by or on behalf of any Person or Group (as such terms are defined in the 1996 Stock Purchase Agreement) and which is approved by the Board of Directors of the Company at least two business days prior to the expiration of such offer. Notwithstanding the foregoing, High Ridge Fund shall not sell in the aggregate, pursuant to clause (c) or (d) above, Shares representing more than 10% of the Outstanding Voting Power (as such term is defined in the 1996 Stock Purchase Agreement) of the Company to any Person or Group or sell any Shares to any such Person or Group who shall have on file with the SEC a current statement on Schedule 13D under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), reporting its beneficial ownership of 10% or more of the outstanding voting power of the Company. ARTICLE 4 REGISTRATION OF SHARES ---------------------- 4.1 Certain Definitions. The following terms as used in this Section ------------------- shall have the meanings indicated therefor: (a) "Effective Date" means the date on which a Registration becomes or is declared effective by the SEC. (b) "Piggy-back Registration" means a Registration of all or a portion of the Shares pursuant to Section 4.2, whether or not the registration statement becomes effective. 5 (d) "Registration" means the preparation of a registration statement under the Securities Act and the taking of such other action as shall be reasonable and appropriate to cause the registration provided for in such registration statement to be filed and become effective under the Securities Act, such registration to be filed on any registration statement form for which the Company is eligible and which it elects to utilize. (e) "Registration Expenses" means all expenses, other than Selling Expenses, incurred by the Company in effecting a Piggy-back Registration requested pursuant to and otherwise complying with the Company's obligations under this Section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and of independent public accountants engaged by the Company to conduct any special audits incident to or required to be included in any such Registration. (f) "Selling Expenses" means all stock transfer taxes and underwriters' discounts and commissions applicable to the sale of all or certain of the Shares by High Ridge Fund. 4.2 Piggy-Back Registration. ----------------------- (a) Notice of Possible Registration of Shares. Each time before ----------------------------------------- December 31, 1999 that the Company proposes to effect a Registration of any shares of the same class as the Shares, other that a registration on Form S-4 or S-8, or other similar registration form hereafter authorized or prescribed by the SEC, it will give written notice at least 30 days before the proposed filing date therefor to High Ridge Fund and, upon the written request of High Ridge Fund given within 10 business days after the date of such notice, the Company will, subject to the limitations set forth elsewhere in this Section, include in such Registration the Shares which High Ridge Fund has so requested to be registered. High Ridge Fund shall be entitled to two Piggy-back Registrations. 4.3 Termination of Registration Rights. The right of High Ridge Fund to a ---------------------------------- Piggy-back Registration will terminate when High Ridge Fund no longer owns beneficially at least 20% of the Shares represented by the Option, adjusted to give effect to stock dividends, stock splits and other similar changes to the capital structure of the Company. 4.4 Registration Procedure. Subject to the limitations set forth ---------------------- elsewhere in this Section, if the Company receives a request to register any Shares pursuant to Section 4.2 which complies with the terms of this Article 4, the Company will use its best efforts to: 6 (a) keep any effective registration statement effective and current until the earlier of (i) the completion of the distribution of the Shares so registered or (ii) expiration of 90 days after the Effective Date; (b) furnish to High Ridge Fund such number of copies of a summary prospectus, if any, or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents in such numbers as High Ridge Fund may reasonably request in order to facilitate the public sale or other disposition of the Shares registered; (c) cooperate with High Ridge Fund and High Ridge Fund's counsel to register or qualify the Shares covered by such Registration under the securities or "blue sky" laws of such states of the United States as High Ridge Fund shall reasonably request not to exceed five (5) states and, in any event, at High Ridge Fund's expense; (d) promptly advise High Ridge Fund as to the following: (i) the time at which the registration statement or any post-effective amendment thereto shall have become effective, the time at which any amendment or supplement to the prospectus is filed with the SEC and the time at which the offering and sale may commence, (ii) any request by the SEC for any amendment to such registration statement or the prospectus or for additional information, and the nature and substance thereof, and (iii) the issuance by the SEC or any other federal or state governmental authority or court of any order or similar process suspending the effectiveness of such registration statement or the suspension of the qualification of Shares for sale in any jurisdiction, or the initiation (or threat thereof in writing) of any proceedings for that purpose, and the Company will use its best efforts to prevent the issuance of such order or process and, if all such order or process shall be issued, to obtain the withdrawal thereof at the earliest possible time. 4.5 Underwriting. ------------ (a) Underwritten Distribution May be Requested. If the Company ------------------------------------------ proposes to offer, issue and sell securities of the same class as the Shares in an underwritten distribution by the Company in a Registration covering Shares then the right of High Ridge Fund to Registration of High Ridge Fund's Shares shall be conditioned, subject to the further terms and conditions hereof, on the Company's best effort to effect the inclusion of the Shares of High Ridge Fund requested to be so registered in such underwriting. (b) Selection of Underwriters. The Company shall have the sole right ------------------------- to select the managing underwriter to effect any underwritten distribution of the Shares. (c) Underwriting Agreement. In the case of an underwritten ---------------------- Registration, the Company and High Ridge Fund shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected in accordance with this Section and shall agree not to effect any public sale or distribution of securities of the same class as the Shares other than as part of such underwriting within 90 days (or 7 such other period as may be negotiated) after the Effective Date of such registration statement. (d) Limitation on Shares to be included in an Underwritten ------------------------------------------------------ Registration. If the managing underwriter advises the Company in writing that - ------------ marketing factors require a limitation of the number of Shares to be underwritten, then the Company will provide a copy of such writing to High Ridge Fund and High Ridge Fund shall be entitled to consult with the underwriters concerning such advice. High Ridge Fund shall be entitled to sell only the maximum number of Shares that may, in the opinion of such underwriters after such consultation with High Ridge Fund, be sold by High Ridge Fund. 4.6 Expenses. -------- (a) Registration Expenses. The Company will bear Registration --------------------- Expenses for a Registration commenced or completed pursuant to this Section. (b) Selling Expenses. All Selling Expenses in connection with any ---------------- Registration commenced or completed pursuant to this Section will be borne by High Ridge Fund. (c) Mitigation of Company's Obligations. (i) The Company shall have ----------------------------------- no obligation to bear Registration Expenses if the Company is informed by the South Carolina Insurance Department that it will not allow any direct or indirect Subsidiary of the Company to pay a dividend or make a distribution to the Company to provide funds for the payment of Registration Expenses. The Company agrees to use its best efforts to cause such Department to give its approval of such a dividend or distribution. (ii) If the Company is relieved from bearing any Registration Expenses pursuant to this subsection, High Ridge Fund may assume the obligation to pay such Registration Expenses and the Company will proceed with the Registration. (iii) If, within three years of the Effective Date of a Registration for which High Ridge Fund bore the Registration Expenses which otherwise would have been borne by the Company, the Company has funds available to it, it will upon request reimburse High Ridge Fund for such Registration Expenses borne by it. 4.7 Indemnification. --------------- (a) Indemnification by the Company. In each case of a Registration of ------------------------------ Shares pursuant to the registration rights granted hereby, the Company will indemnify, save and hold harmless High Ridge Fund, each underwriter thereof, and each officer and director of any such underwriter from and against any claim, damage, loss, settlement, or liability, arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in any registration statement, any summary prospectus, prospectus or preliminary prospectus contained therein or any amendment or supplement thereto (including, in each case, documents incorporated therein by reference) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light 8 of the circumstances under which they were made, and will reimburse each such person for all legal or other expenses reasonably incurred in connection with the investigation or defense of any such claim, damage, loss or liability; provided, however, that the Company will not be liable in any such case to the extent that such claim, damage, loss or liability arises out of or is based upon any untrue statement, alleged untrue statement, omission or alleged omission, made in or omitted from such materials in reliance upon and in conformity with written information in regard to the person or entity seeking indemnification which information was furnished to the Company specifically for use in the preparation of such registration statement, summary prospectus, prospectus or preliminary prospectus or any amendment or supplement thereto by High Ridge Fund, any underwriter or other person, or their respective agents; and provided further that the foregoing indemnification with respect to a preliminary prospectus shall not inure to the benefit of any underwriter from whom the person asserting any such claim, damage, loss or liability purchased any of Shares if a copy of the final prospectus had not been sent or given to such person at or prior to written confirmation of the sale of such Shares to such person and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the final prospectus. (b) Indemnification by High Ridge Fund. High Ridge Fund will ---------------------------------- indemnify, save and hold harmless the Company, each officer and director of the Company and each person who controls the Company (within the meaning of the Securities Act) to the same extent (and subject to the same limitations) as the foregoing indemnity from the Company to High Ridge Fund, but only with respect to information relating to High Ridge Fund and furnished to the Company by High Ridge Fund or its agents specifically for use in any registration statement, any summary prospectus, prospectus, or preliminary prospectus contained therein or any amendment or supplement thereto including, in each case, the documents incorporated therein by reference. (c) Counsel Fees and Expenses; Settlements. In case any proceeding -------------------------------------- (including any governmental investigation) shall be instituted involving any person in respect of which indemnification may be sought pursuant to this Section 4.7 (the "Indemnified Party"), such Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the "Indemnifying Party") in writing and the Indemnifying Party, at its election, may retain counsel reasonably satisfactory to the Indemnified Party to represent both the Indemnifying Party and the Indemnified Party in such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain counsel in addition to counsel provided pursuant to the preceding sentence, but the fees and expenses of such additional counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to the retention of such additional counsel at its expense or (ii) the named parties (including any impleaded parties) to any such proceeding include both the Indemnifying Party and the Indemnified Party (or another person), the Indemnifying Party proposes that the same additional counsel represent both the Indemnifying Party and the Indemnified Party (or such other person), and representation of both such persons by the same counsel would be inappropriate due to actual or potential differing interests between them. Except as provided in the preceding sentence, the Indemnifying Party will not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of 9 more than one firm qualified in such jurisdiction to act as counsel for all such Indemnified Parties. Such firm shall be approved as satisfactory in writing by High Ridge Fund in the case of Indemnified Parties and pursuant to Section 4.7(a) and by the Company in the case of Indemnified Parties indemnified pursuant to Section 4.7(b). The Indemnifying Party shall not be liable for any settlement of any litigation or proceeding effected without the Indemnifying Party's written consent. The Indemnifying Party will not, without the Indemnified Party's written consent, settle or compromise any proceeding or consent to entry of any judgment which would impose an injunction or other equitable relief upon such Indemnified Party or which does not include as an unconditional term thereof the release of such Indemnified Party from all liability in respect to such proceeding. In the event that the Indemnifying Party, within a reasonable time after notice of any such proceeding, fails to provide counsel, the Indemnified Party shall have the right (upon further notice to the Indemnifying Party) to retain counsel and undertake the defense, compromise or settlement of such proceeding for the account of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such proceeding at any time prior to settlement, compromise or final determination thereof. The cost and expense of counsel so retained by the Indemnified Party shall be borne by the Indemnifying Party, and the Indemnifying Party shall be bound by, and shall pay the amount of, any settlement, compromise, final determination, or judgment reached while the Indemnified Party was represented by counsel retained by the Indemnified Party pursuant to this Section. (d) Other Terms Required by Underwriters. The indemnification ------------------------------------ pursuant to the foregoing provisions of this Section 4.7 shall be on such other terms and conditions as are at the time customary and reasonably required by underwriters in public offerings, including providing for contribution in the event indemnification provided for in this Section 4.7 is unavailable or insufficient, all as shall be set forth in an underwriting agreement between the Company, High Ridge Fund and the underwriter. 4.8 Provision of information by High Ridge Fund. In connection with any ------------------------------------------- Registration to be effected pursuant to this Agreement, High Ridge Fund shall furnish the Company such written information regarding High Ridge Fund as the Company may request in writing, which information shall be required in connection with any registration, qualification or compliance referred to in this Agreement for inclusion in the registration statement (and the prospectus included therein). 4.9 Agreements of High Ridge Fund. If requested by the Company, High ----------------------------- Ridge Fund will execute and deliver to the Company an agreement, in form reasonably satisfactory to the Company, that High Ridge Fund will comply with all applicable prospectus delivery requirements of the Securities Act and all anti-stabilization, manipulation and similar provisions of the Exchange Act and any rules promulgated thereunder, and will furnish to the Company information about sales made in such public offering. The Company's obligations to effect the Registration of Shares of High Ridge Fund under this Agreement shall be conditioned upon High Ridge Fund's complying with the foregoing provisions. 10 4.10 Market Standstill Agreement. In addition to the provisions of --------------------------- Section 4.5(c), if requested by the Company or by the managing underwriter in respect of any Registration provided for in this Article 4, High Ridge Fund will agree not to sell or otherwise transfer or dispose of any Shares (or other securities of the Company) held by it during the ninety (90) day period following the effective date of any registration statement filed in respect of any Registration or such other period as may be negotiated with the managing underwriter. Such agreement shall be in writing and in form reasonably satisfactory to the Company and such managing underwriter. The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the foregoing restrictions until the end of such ninety (90) day or other period. ARTICLE 5 MISCELLANEOUS ------------- 5.1 Governing Law. This Option Agreement shall be deemed to be a contract ------------- under the laws of the State of South Carolina and will be construed in accordance with and governed by the laws of said State. Both parties agree to submit to the jurisdiction of the Court of Common Pleas for Richland County, Columbia, South Carolina in settlement of any dispute or controversy arising under or in connection with this Option Agreement. 5.2 Parties in Interest; Assignment. This Option Agreement shall be ------------------------------- binding upon and inure to the benefit of the parties hereto and to each of their respective successors or permitted assigns, but this Option Agreement and the rights and obligations under this Option Agreement shall not be assignable by either the Company or High Ridge Fund without written consent of the other party. 5.3 Agreement. This Option Agreement and High Ridge Fund Stock Option --------- Purchase Agreement contain the entire agreement between the parties hereto with respect to the Option for the Shares and supersedes any prior agreements or understandings between or among any of the parties hereto relating to the Option. 5.4 Notices. All notices and other communications hereunder shall be in ------- writing and shall be deemed to have been duly given when received, and shall be given in person, by certified mail, return receipt requested or by an independent messenger service which obtains a receipt upon delivery to a party at the following addresses or to such other address as a party may hereafter specify by notice: if to the Company: ----------------- The Seibels Bruce Group, Inc. 1501 Lady Street Columbia, South Carolina 29201 Attn: John A. Weitzel, President and Chief Executive Officer Fax: 803-748-2309 11 if to High Ridge Fund: --------------------- Steven J. Tynan James L. Zech High Ridge Capital Partners Limited Partnership Four Stamford Plaza 107 Elm Street P.O. Box 120043 Stamford, Connecticut 06912 Fax: 860-526-5870 with copies to: James A. FitzPatrick, Jr., Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, NY 10019 Fax: 212-259-6333 5.5 Modification. No amendment or modification of or supplement to this ------------ Option Agreement will be effective unless it is in writing and duly executed by each party to be charged thereunder. 12 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the date first above-written. THE COMPANY: THE SEIBELS BRUCE GROUP, INC. /s/ John A. Weitzel By:_____________________________________________ Name: John A. Weitzel Title: President and Chief Executive Officer HIGH RIDGE FUND: HIGH RIDGE CAPITAL PARTNERS LIMITED PARTNERSHIP By: HRC General Partner Limited Partnership Its: General Partner By: High Ridge Capital LLC Its: General Partner /s/ Steven J. Tynan By:___________________ Name: Steven J. Tynan Title: Principal 13 -----END PRIVACY-ENHANCED MESSAGE-----