EX-99.(A)(1)(D) 5 h48013exv99wxayx1yxdy.htm WITHDRAWAL FORM exv99wxayx1yxdy
 

Exhibit (a)(1)(D)
 
HCC INSURANCE HOLDINGS, INC.
OFFER TO AMEND ELIGIBLE OPTIONS

WITHDRAWAL FORM

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., CENTRAL TIME,
ON AUGUST 7, 2007, UNLESS THE OFFER IS EXTENDED.
 
Important: Read the remainder of this Withdrawal Form before completing the form and signing on page 3.
 
You have received (1) the Offer to Amend dated July 9, 2007 (the Offer to Amend) and (2) a Letter of Transmittal. You should return this Withdrawal Form only if you previously signed and returned a Letter of Transmittal with respect to one or more Eligible Options and you now wish to change that election and withdraw your acceptance of the Offer with respect to one or more Eligible Options. Capitalized terms used in this Withdrawal Form but not defined herein shall have the meanings assigned to them in the Offer to Amend.
 
To withdraw your acceptance of the Offer with respect to an Eligible Option, you must complete, sign, date and return this Withdrawal Form (including the instructions) before 11:59 p.m., Central Time, on the Expiration Date by (i) facsimile to James L. Simmons, facsimile number (713) 744-9648, (ii) U.S. mail, Federal Express or other nationally-recognized commercial delivery service to James L. Simmons c/o HCC Insurance Holdings, Inc., 13403 Northwest Freeway, Houston, Texas 77040 or (iii) email to JLSimmons@hcc.com.
 
If you withdraw your acceptance of the Offer with respect to an Eligible Option, that Eligible Option will not be amended and you will not receive any Cash Bonus with respect to that Eligible Option. You may be subject to adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, with respect to the Eligible Portion of an Eligible Option; you will be solely responsible for any taxes, penalties or interest payable under Section 409A, and we will have a withholding obligation with respect to such taxes. Your withdrawn Eligible Option will continue to have the same terms and conditions as were in effect before the Offer was made, except that such options will be deemed to be non-qualified options.
 
You should note that any Eligible Option with respect to which you previously accepted the Offer, but do not withdraw from the Offer as provided in this Withdrawal Form, will remain bound by your previously submitted Letter of Transmittal.
 
You may not rescind or revoke any withdrawal, and any acceptance of the Offer that you withdraw will not thereafter be deemed to be subject to the Offer unless you properly re-submit your acceptance of the Offer with respect to a withdrawn Eligible Option before the Expiration Date. You will not be deemed to have made a proper acceptance of the Offer with respect to a withdrawn Eligible Option unless you deliver, before 11:59 p.m., Central Time, on the Expiration Date, a new Letter of Transmittal following the procedures described in the instructions to the Letter of Transmittal. This new Letter of Transmittal must be signed and dated after your original Letter of Transmittal and any Withdrawal Form you have submitted.
 
Upon HCC’s receipt of a new, properly completed, signed and dated Letter of Transmittal, any previously submitted Letter of Transmittal or Withdrawal Form received by HCC prior to the Expiration Date will be disregarded and will be considered replaced in full by the new Letter of Transmittal. You will be bound by the last properly submitted Letter of Transmittal or Withdrawal Form received by HCC before 11:59 p.m., Central Time, on the Expiration Date. To avoid confusion in submitting a Letter of Transmittal after submitting a Withdrawal Form, HCC recommends that you submit a new Letter of Transmittal that clearly accepts the Offer with respect to all Eligible Options for which you wish to accept the Offer.
 
* * *
 
If you wish to withdraw your acceptance of the Offer, please check the appropriate box below. If you check Box 2, you must also complete the table that follows it to indicate the Eligible Option(s) with respect to which you are withdrawing your acceptance.
 


 

         
BOX 1:
  o   I wish to withdraw my election to accept the Offer, and instead decline the Offer, with respect to all of my Eligible Options.
BOX 2:
  o   I wish to withdraw my election to accept the Offer, and instead decline the Offer, only with respect to each of the Eligible Options listed below (and on any additional sheets that I have attached to this Withdrawal Form). I still wish to accept the Offer with respect to all other Eligible Options for which I accepted the Offer in my Letter of Transmittal:
 
                             
                  Original
 
      Option
    Number of
    Exercise
 
Grant Date
    Number     Shares Granted     Price  
 

2


 

SIGNATURE OF OPTIONEE
 
(Signature of Optionee or Authorized Signatory)
 
(Please print Optionee’s Name in full)
 
(Capacity of Authorized Signatory, if applicable)
 
Date: ­ ­
 
Address: ­ ­
 
 
 
 
 
Daytime Telephone (          ) ­ ­
 
Email Address: ­ ­
 
Please read the instructions on the following page of this Withdrawal Form and then check the appropriate box on the cover page (and complete the information in Box 2, if desired), sign and date the signature block above, and return the entire Withdrawal Form before 11:59 p.m., Central Time, on August 7, 2007 by (i) facsimile to James L. Simmons, facsimile number (713) 744-9648, (ii) U.S. mail, Federal Express or other nationally-recognized commercial delivery service to James L. Simmons c/o HCC Insurance Holdings, Inc., 13403 Northwest Freeway, Houston, Texas 77040 or (iii) email to JLSimmons@hcc.com.
 
DELIVERY OF THIS WITHDRAWAL FORM IN ANY WAY
OTHER THAN AS DESCRIBED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.


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HCC INSURANCE HOLDINGS, INC.
 
INSTRUCTIONS TO WITHDRAWAL FORM
 
1. Delivery of Withdrawal Form.  To withdraw your acceptance of the Offer with respect to any Eligible Option, a properly completed and duly executed original of this Withdrawal Form, and any other documents required by this Withdrawal Form, must be received by HCC by facsimile, mail or e-mail, as set forth on the signature page of this Withdrawal Form, before 11:59 p.m., Central Time, on the Expiration Date.
 
Delivery will be deemed made only when actually received by HCC. It is your responsibility to ensure that your Withdrawal Form has been received by the Expiration Date. You should in all events allow sufficient time to ensure timely delivery.
 
NOTE: Receipt by HCC does not constitute a determination by HCC that the Withdrawal Form has been properly completed. It is your responsibility to ensure that any Withdrawal Form you submit has been properly completed and signed.
 
2. Delivery by E-mail.  If you choose to deliver this Withdrawal Form to HCC by e-mail, you may complete and return it by scanning and e-mailing it to JLSimmons@hcc.com as a .pdf attachment, which must contain a properly completed and duly executed copy of this Withdrawal Form (including these instructions) and any other required documents.
 
3. Acceptance.  HCC will not accept any alternative, conditional or contingent withdrawal. All persons withdrawing their acceptance of the Offer with respect to any Eligible Option shall, by execution of this Withdrawal Form, waive any right to receive any notice of HCC’s acceptance of the Withdrawal Form, except as set forth in the Offer.
 
4. Signatures.  Except as otherwise provided in the next sentence, the optionee must sign this Withdrawal Form. If this Withdrawal Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to HCC of the authority of such person so to act must be submitted with this Withdrawal Form. A Withdrawal Form requiring any evidence of authority to sign may not be submitted as provided in Instruction 2(b).


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