-----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, VuJ2fwws6tCBve8266SSald/UVPM2yje8M4zErMxVl5McIfRqJ4Oi5sKiKDpo5Pu NJEhvh6ilu0wcQRmIxXyDQ== 0001047469-99-003095.txt : 19990204 0001047469-99-003095.hdr.sgml : 19990204 ACCESSION NUMBER: 0001047469-99-003095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990203 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: 99519808 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. 2)* 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 29, 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 13-1(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). CUSIP NO. 404132102 - ------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HCC Insurance Holdings, Inc. 76-0336636 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[X] - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 200,000 -------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY -0- -------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 200,000 -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.71% (See Item 5) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON * CO and HC - ------------------------------------------------------------------------------- 2 CUSIP NO. 404132102 This Amendment No. 2 amends and supplements the Schedule 13D dated January 11, 1999 and amended on January 29, 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, the date of HCC's original filing, 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 was filed as an Exhibit with Amendment No. 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 release was filed as an Exhibit with Amendment No. 1. 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 development affecting the Issuer, other investment and business opportunities available to HCC, and general stock market and economic conditions. Based on these facts, HCC has determined to sell part, and may determine to sell all, of its investment in the Issuer. Since determining not to pursue its offer, HCC has sold 711,200 Shares reducing its holdings to 200,000 Shares or 1.71% of the outstanding Shares of 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). ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) HCC owns 200,000 Shares representing approximately 1.71% of the total number of Shares outstanding (based upon the 11,702,296 Shares outstanding on September 30, 1998 as 3 CUSIP NO. 404132102 disclosed in the Issuer's quarterly report on Form 10-Q for the nine months ended September 30, 1998). Such Shares are held solely by HCC. To the best knowledge of HCC, no director or executive officer of HCC beneficially owns any Shares of the Issuer, except that Alan W. Fulkerson, a Director of HCC, is a Director, Shareholder and President of Century Capital Management, Inc., a registered investment advisor which exercises both voting and investment power with respect to 90,000 shares of the Issuer owned of record by ISF Limited Partnership ("ISF"). Although Mr. Fulkerson may be deemed to beneficially own the 90,000 shares owned of record by ISF, he disclaims beneficial ownership of such shares, except to the extent of his less than 1% actual pecuniary interest therein. (b) HCC has the sole power to vote or to direct the vote and the sole power to dispose of, or to direct the disposition of, the Shares owned by it. (c) The table set forth in Appendix B to this Amendment No. 2 to the Schedule 13D contains certain information with respect to all transactions in the Shares effected by the Company during the past 60 days and is incorporated herein by reference. (d) No person other than HCC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by HCC. (e) N/A 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. February 3, 1999 By: /s/ STEPHEN L. WAY ------------------------------------ Stephen L. Way Chief Executive Officer and Chairman of the Board 4 CUSIP NO. 404132102 APPENDIX B TRANSACTIONS IN THE ISSUER'S STOCK SINCE DECEMBER 1, 1998
Number of Number of Average Price Purchase Date Shares Acquired Shares Disposed per Share ------------- --------------- --------------- ------------- 12/30/98 272,500 $ 9.23 12/31/98 543,700(1) 9.83 01/07/99 50,000 9.63 01/08/99 45,000 9.75 01/29/99 204,500 12.01 02/01/99 110,000 11.02 02/02/99 396,700 9.93 ------------------------------------ Total held as of 02/03/99 200,000
- --------------------------------- (1) Acquired in a private purchase effective as of December 31, 1998 by HCC from Houston Casualty Company ("HC"), its wholly-owned subsidiary. Prior to the time of such acquisition, by virtue of the fact that HC is a wholly-owned subsidiary of HCC, HCC may be deemed to have held shared voting and dispositive power of the Shares which were owned by HC. Since December 1, 1998, HC acquired the shares of the Issuer set forth in the following table:
Number Average Cost Purchase Date of Shares per Share ------------- --------- ------------ 12/11/98 75,000 $9.50 12/16/98 13,700 9.01 12/28/98 20,000 9.15 12/28/98 10,000 9.06 12/28/98 50,000 9.00 12/28/98 165,000 9.13 ------- Total...... 333,700
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