-----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, UssSoNtNEi8vbzpxJD79tSY5w3qCYxGyvujLmN/5159Babo0zy/ARm8bZc1ibYs+ zts2v7+s3iEWTka67HZ0Bw== 0000950129-99-005485.txt : 19991221 0000950129-99-005485.hdr.sgml : 19991221 ACCESSION NUMBER: 0000950129-99-005485 CONFORMED SUBMISSION TYPE: SC 14D1 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRIS GROUP INC CENTRAL INDEX KEY: 0000798085 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 330097221 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1 SEC ACT: SEC FILE NUMBER: 005-37241 FILM NUMBER: 99777541 BUSINESS ADDRESS: STREET 1: 650 TOWN CENTER DR STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145491600 MAIL ADDRESS: STREET 1: 650 TOWN CENTER DRIVE STREET 2: STE 1600 CITY: COSTA MESA STATE: CA ZIP: 92626-1925 FORMER COMPANY: FORMER CONFORMED NAME: US FACILITIES CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HCC INSURANCE HOLDINGS INC/DE/ CENTRAL INDEX KEY: 0000888919 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 760336636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 SC 14D1 1 HCC INSURANCE HOLDINGS, INC. F/ THE CENTRIS GROUP 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FINAL AMENDMENT TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------- THE CENTRIS GROUP, INC. (Name of Subject Company) -------------------- HCC INSURANCE HOLDINGS, INC. MERGER SUB OF DELAWARE, INC. (Bidder) -------------------- COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) -------------------- 155904105 (CUSIP Number of Class of Securities) -------------------- STEPHEN L. WAY MERGER SUB OF DELAWARE, INC. 13403 NORTHWEST FREEWAY HOUSTON, TEXAS 77040-6094 TELEPHONE: (713) 690-7300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) -------------------- COPIES TO: ARTHUR S. BERNER, ESQ. WINSTEAD SECHREST & MINICK P.C. 910 TRAVIS STREET, SUITE 2400 HOUSTON, TEXAS 77002 TELEPHONE: (713) 650-2729 -------------------- OCTOBER 18, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) ================================================================================ 2 HCC Insurance Holdings, Inc., a Delaware corporation ("HCC"), and its wholly owned subsidiary, Merger Sub of Delaware, Inc., a Delaware corporation (the "Purchaser"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, originally filed with the Securities and Exchange Commission on October 18, 1999 (the "Statement"), with respect to the Purchaser's offer to purchase all outstanding shares of common stock, par value $.01 per share (the "Shares"), of The Centris Group, Inc., a Delaware corporation (the "Company") as set forth in the Statement. Any capitalized term not defined has the meaning ascribed to such term in the Statement or in the offer to purchase referred to therein. Item 10. Additional Information. The information set forth in Item 10(f) of the Statement is hereby amended and supplemented by the following information: On December 20, 1999, HCC issued a press release, a copy of which is attached hereto as Exhibit (a)(1) and is incorporated herein by reference relating to, among other things, the completion of the Offer by the Purchaser. HCC and the Purchaser announced their acceptance for purchase of all Shares tendered and not withdrawn under the Offer, including those Shares tendered by means of Notice of Guaranteed Delivery. A total of approximately 11,263,294 Shares (including approximately 439,100 shares subject to guarantees of delivery or receipt of additional documentation) were tendered pursuant to the Offer, which expired at 12:00 Midnight, New York City time, on Friday, December 17, 1999. The Shares tendered represent approximately 97.4% of the Company's outstanding Shares. Item 11. Material to be Filed as Exhibits. (a)(1) Text of press release, dated December 20, 1999, issued by HCC Insurance Holdings, Inc. 2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 20, 1999 MERGER SUB OF DELAWARE, INC. By: /s/ Frank J. Bramanti --------------------------- Frank J. Bramanti, Executive Vice President HCC INSURANCE HOLDINGS, INC. By: /s/ Frank J. Bramanti ---------------------------- Frank J. Bramanti, Executive Vice President 3 4 EXHIBIT INDEX
Exhibit Number Exhibit Name - ------ ------------ (a)(1) Text of press release, dated December 20, 1999, issued by HCC Insurance Holdings, Inc.
EX-99.A1 2 TEXT OF PRESS RELEASE, DATED 12/20/99 1 [PRESS RELEASE] HCC INSURANCE HOLDINGS, INC. COMPLETES TENDER OFFER FOR THE CENTRIS GROUP, INC. HOUSTON, TEXAS - December 20, 1999: HCC Insurance Holdings, Inc. (NYSE: HCC) announced today the expiration of the tender offer by its wholly owned subsidiary, Merger Sub of Delaware, Inc., for all outstanding shares of common stock of The Centris Group, Inc. (NYSE: CGE) at a price of $12.50 per share. HCC stated that, based on a preliminary count, approximately 11,263,294 million Centris shares (including approximately 439,100 shares subject to guarantees of delivery or receipt of additional documentation) were tendered pursuant to the Offer which expired at 12:00 midnight, New York City time, on Friday, December 17, 1999. All shares validly tendered (and not properly withdrawn) prior to the expiration have been accepted for payment and will be paid promptly. The shares tendered constitute approximately 97.4% of Centris' presently outstanding shares. As previously announced, all Centris shares not tendered and purchased pursuant to the Offer will be acquired in a second-step merger transaction at the same price of $12.50 per share. The merger of The Centris Group, Inc. and Merger Sub of Delaware, Inc. is expected to become effective on December 20, 1999, at which time Centris will become a wholly owned subsidiary of HCC. HCC is an international insurance holding company with assets exceeding $2.0 billion. Their shares are traded on the NYSE. HCC is rated AA (Very Strong) by Standard & Poors and A+ (Superior) by A.M. Best & Company. This press release contains forward-looking statements based on current expectations that are covered under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Actual results and events related to the transaction may differ from those anticipated. -----END PRIVACY-ENHANCED MESSAGE-----