-----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, NRhGtCjYzvAVpVVCL3rHHy+IYemVmE5d1pix3k/1rmuo1cncwtO8fNOw3vWv5KrC PCC14qKmdCPeJdpmhX304w== 0001047469-99-002767.txt : 19990201 0001047469-99-002767.hdr.sgml : 19990201 ACCESSION NUMBER: 0001047469-99-002767 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990129 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 13D/A SEC ACT: SEC FILE NUMBER: 005-37241 FILM NUMBER: 99517297 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 13D/A BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* The Centris Group, Inc. -------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 155904105 -------------- (CUSIP Number) Stephen L. Way HCC Insurance Holdings, Inc. 13403 Northwest Freeway Houston, Texas 77040-6094 (713) 690-7300 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications) with copies to: Arthur S. Berner Winstead Sechrest & Minick P.C. 910 Travis, Suite 2400 Houston, Texas 77002 (713) 650-2729 January 27, 1999 ------------------------------------------------------- (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(e), (f) or (g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This Amendment No. 1 amends and supplements the Schedule 13D dated January 11, 1999 filed by HCC Insurance Holdings, Inc., a Delaware corporation ("HCC") with respect to its acquisition of shares of common stock, $.01 par value per share (the "Shares") of The Centris Group, Inc., a Delaware corporation (the "Issuer"). ITEM 4. PURPOSE OF THE TRANSACTION Commencing in May, 1998 the Company, through its subsidiary, Houston Casualty Company, purchased Shares of the Issuer in order to acquire an equity position in the Issuer. Through January 11, 1999, HCC owned 911,200 Shares constituting approximately 7.79% of the outstanding Shares of the Issuer (based on 11,702,296 shares of the Issuer outstanding on September 30, 1998). During 1998, HCC initiated informal discussions with the Issuer relating to a possible business combination. The Issuer, through its Chief Executive Officer, advised HCC that it did not wish to have combination discussions and that it preferred to remain an independent company. These discussions were generally cordial, but the discussions did not result in any agreement being reached between HCC and the Issuer. On January 11, 1999 HCC, concurrently with the filing of the Schedule 13D amended hereby, notified the Issuer of its offer to acquire 100% of the Issuer's Common Stock at a price of $13.25 per share in a negotiated business combination. HCC also issued a press release announcing its actions. On January 27, 1999, the Issuer issued a press release announcing that its board of directors had rejected such offer. Such press release is attached as Exhibit 1. Also on January 27, 1999, the Company announced that it had withdrawn such offer following the rejection of the offer by the Issuer's board of directors. Such press release is attached as Exhibit 2. HCC has determined not to pursue at this time any new proposal for such a business combination in light of the rejection of its prior offer. HCC intends to review on a continuing basis various factors relating to its investment in the Issuer, including the Issuer's business and prospects, the price of Shares, subsequent developments affecting the Issuer, other investment and business opportunities available to HCC, and general stock market and economic conditions. Based on these factors, HCC may determine to sell all or part of its investment in the Issuer. Except as otherwise indicated in this Item 4, HCC has no present plans or proposals with respect to the Issuer (although it reserves the right to develop any such plan or proposals). 2 ITEM 7. EXHIBITS 99.1. Press release of the Issuer dated January 27, 1999. 99.2. Press release of HCC dated January 27, 1999.
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. HCC Insurance Holdings, Inc. January 27, 1999 By: /s/ STEPHEN L. WAY -------------------------- Stephen L. Way Chief Executive Officer and Chairman of the Board EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 Centris Group Rejects Unsolicited HCC Bid as 'Inadequate' COSTA MESA, Calif. -- (BUSINESS WIRE) -- Jan. 27, 1999 -- The board of directors of The Centris Group Inc. (NYSE:CGE -- NEWS) has unanimously rejected the unsolicited Jan. 11, 1999, bid from HCC Insurance Holdings Inc. (NYSE:HCC -- NEWS) to acquire 100% of Centris' outstanding common stock for $13.25 per share, in cash. As of the close of business on Tuesday, Jan. 26, 1999, Centris common stock was trading at $13.81 per share. "After appropriate consultation with our financial and legal advisors, our board has concluded that the HCC bid is grossly inadequate," said David L. Cargile, Centris chairman and CEO. "We remain focused on executing our strategic plan to concentrate on our medical stop-loss business where we are the market leader, as evidenced by the recently completed VASA transaction and our previously announced plans to exit the property/casualty reinsurance business." He continued: "Our goal is to maximize shareholder value and we do not believe a sale of the company at such a 'bargain' price is consistent with that objective. Of course, we would give serious consideration to any proposal that truly recognizes the current value and future prospects of this company." The Centris Group operates complementary businesses based on its expertise in the handling of specialized risk. It is a market leader in medical stop-loss coverages that produce revenues from both premiums and fees. Centris is also a provider of property/casualty reinsurance, excess and surplus lines insurance, special risk accident and health insurance products, and reinsurance intermediary services. Other specialized risk operations include claim review, premium and claim auditing, medical technology and treatment assessment, and runoff management. Among the most highly rated companies in its markets, The Centris Group conducts business both nationally and internationally through USBenefits Insurance Services Inc., INTERRA Inc., USF RE Centris Group Rejects Unsolicited HCC Bid as 'Inadequate' Page 2 of 2 INSURANCE COMPANY, USF Insurance Co., Seaboard Life Insurance Co. (USA) and VASA North America Inc. and its subsidiaries. Centris' insurance operations are rated "A" and "A-" (Excellent) by A.M. Best Company and USF RE is assigned a claims paying ability rating of Aq (Good) by Standard & Poor's. For more information on The Centris Group Inc. via facsimile at no cost, call 800/PRO-INFO and dial client code "CGE" or visit the company's Web site at www.thecentrisgroup.com. Forward-Looking Statements Some of the statements included within this release which are not historical facts may be considered to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and therefore are subject to certain risks and uncertainties which could cause the actual results to differ materially from those suggested by such statements. Such risks and uncertainties include, but are not limited to the following: catastrophic losses or a material aggregation of such losses in the company's insurance lines; changes in federal or state law affecting an employer's ability to self-insure or other adverse regulatory changes; the adequacy of the company's reinsurance program; general economic conditions in this country or abroad; adverse developments in the securities markets and their impact on the company's investment portfolio; the effects of competitive market pressures within the medical lines or property/casualty marketplaces; the effect of changes required by generally accepted accounting practices or statutory accounting practices; and other risks which are described from time to time in the company's filings with the Securities and Exchange Commission. The words "believes," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements. - ------------------------- CONTACT: The Centris Group Inc., Costa Mesa Howard S. Singer, 800/550-3285 www.thecentrisgroup.com or The Financial Relations Board, 310/442-0599 Karen Taylor (general information) Moira Conlon (analyst) Marjorie Ornston (media) EX-99.2 3 EXHIBIT 99.2 HCC INSURANCE HOLDINGS, INC. - -------------------------------------------------------------------------------- NEWS Contact: Thomas C. Franco Mark Kollar Broadgate Consultants, Inc. 212/232-2222 FOR IMMEDIATE RELEASE - --------------------- HCC Insurance Withdraws Offer for The Centris Group HCC Cites Centris' Board's Refusal to Discuss Offer Before Rejection --------------------------------------------------- HOUSTON, January 27, 1999 -- HCC Insurance Holdings, Inc. (NYSE:HCC) today said that is has unconditionally withdrawn its offer to acquire The Centris Group, Inc. (NYSE:CGE) for $13.25 per share in cash. HCC currently owns 7.79% of the Common Stock of Centris. HCC decided to withdraw its offer after today's announcement by Centris that its Board of Directors unilaterally had rejected HCC's bid without any meetings, discussions or negotiations with HCC about the proposal. When HCC's offer was made on January 11, 1999, it represented a 40% premium over the average closing Centris price for the previous 20 trading days and a 34% premium over the average closing Centris price for the previous six months trading. In addition, HCC's offer was not subject to any due diligence condition or financing contingencies. Stephen L. Way, Chairman and Chief Executive Officer of HCC said, "We are extremely disappointed with the decision by the Centris Board especially since we left the door open for a higher price subject to due diligence. We believe that our offer was full and fair, and presented exceptional value for Centris' shareholders, who must be extremely disappointed by this action." HCC is an international insurance holding company with assets exceeding $1.5 billion and whose shares are traded on the NYSE with a market capitalization of over $1 billion. Operations consist of insurance companies rates A+ (SUPERIOR) by A.M. Best Company, underwriting agencies, intermediaries and insurance-related service companies specializing in aviation, marine, offshore energy, property, workers' compensation, accident and health insurance and reinsurance worldwide, with total premiums written exceeding $1.2 billion. Shareholders and others are cautioned this announcement may contain forward-looking statements and that all forward-looking statements involve risks and uncertainties, including without limitation, statements about the consummation of a proposed business combination. Although HCC believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate and there can, therefore, be no assurance that the forward-looking statements included herein will prove accurate. Because of the significant uncertainties inherent in the forward-looking statements contained herein, the inclusion of such information should not be regarded as a representation by HCC or any other person that the objectives and plans of HCC will be achieved. ### -----END PRIVACY-ENHANCED MESSAGE-----