-----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, C4S4lAgAT+yuaz3x9Cu6C9BY/kXH9x8VsnRiltum2psM72G3Q2dox8rC4tIrwNZD VkV8x8nqRaLxoJsPj8J+uw== 0001047469-99-017042.txt : 19990430 0001047469-99-017042.hdr.sgml : 19990430 ACCESSION NUMBER: 0001047469-99-017042 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990429 SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-43280 FILM NUMBER: 99604637 BUSINESS ADDRESS: STREET 1: 13403 NORTHWEST FRWY CITY: HOUSTON STATE: TX ZIP: 77040-6094 BUSINESS PHONE: 7136907300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOCKWOOD STEVEN J CENTRAL INDEX KEY: 0001015601 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 401 EDGEWATER PL STREET 2: STE 400 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 6172454559 MAIL ADDRESS: STREET 1: 401 EDGEWATER PL STREET 2: STE 400 CITY: WAKEFIELD STATE: MA ZIP: 01880 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* HCC INSURANCE HOLDINGS, INC. ---------------------------- (Name of Issuer) COMMON STOCK, $1.00 PAR VALUE PER SHARE (Title of Class of Securities) 404 132 102 -------------- (CUSIP Number) STEPHEN J. LOCKWOOD 401 EDGEWATER PLACE, SUITE 400 WAKEFIELD, MA 01880 (781) 245-2220 -------------- (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications) WITH COPIES TO: CHRISTOPHER L. MARTIN VICE PRESIDENT AND GENERAL COUNSEL HCC INSURANCE HOLDINGS, INC. 13403 NORTHWEST FREEWAY HOUSTON, TEXAS 77040-6094 (713) 690-7300 APRIL 16, 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. 404 132 102 Page 1 of 6 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen J. Lockwood ###-##-#### - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 3,439,835 -------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY 0 -------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 3,439,835 -------------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,439,835 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] SHARES* - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0 - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON * IN - ------------------------------------------------------------------------------- This Amendment No. 2 amends the statement on Schedule 13D (the "Schedule 13D") filed by Stephen J. Lockwood on May 24, 1996. This Amendment No. 2 to the Schedule 13D is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934 as amended, by the reporting person. It shall refer only to information which has materially changed since the filing of the Schedule 13D. CUSIP No. 404 132 102 Page 2 of 6 ITEM 1. SECURITY AND ISSUER Unchanged. ITEM 2. IDENTITY AND BACKGROUND (A) NAME. Unchanged. (B) BUSINESS ADDRESS. Unchanged. (C) PRESENT PRINCIPAL OCCUPATION. Item 2(C) is hereby amended and restated as follows: Stephen J. Lockwood's principal occupation is serving as Director and Vice Chairman of the Board of HCC Insurance Holdings, Inc. and as Chief Executive Officer of LDG Reinsurance Corporation. (D) CONVICTION(S) IN ANY CRIMINAL PROCEEDING. Unchanged. (E) PARTY TO CIVIL PROCEEDING(S) PERTAINING TO STATE OR FEDERAL SECURITIES LAWS. Unchanged. (F) CITIZENSHIP. Unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Unchanged. ITEM 4. PURPOSE OF THE TRANSACTION Unchanged. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (A) Item 5(A) is hereby amended and restated as follows: AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES BENEFICIALLY OWNED: Mr. Lockwood currently beneficially owns 3,439,835 shares (7.0%) of the common stock of HCC Insurance Holdings, Inc. ("HCC Common Stock"). This amount includes 315,000 shares which he has a right to acquire upon the exercise of options within 60 CUSIP No. 404 132 102 Page 3 of 6 days from the date hereof. (B) Item 5(B) is hereby amended and restated as follows: NUMBER OF SHARES AS TO WHICH REPORTING PERSON HAS: SOLE POWER TO VOTE OR DIRECT THE VOTE: 3,439,835 SHARED POWER TO VOTE OR DIRECT THE VOTE: Not applicable. SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF: 3,439,835 (C) TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS. Item 5(C) is hereby amended and restated as follows: Dispositions ------------
Date Number of Shares Price Per Share Transaction ---- ---------------- --------------- ----------- 3/15/99 75,000 $18.6250 Sale made on the open market or in private sale. 3/17/99 30,000 18.6875 Sale made on the open market or in private sale. 3/18/99 21,000 18.7982 Sale made on the open market or in private sale. 3/19/99 15,000 18.6250 Sale made on the open market or in private sale. 3/22/99 59,200 18.0338 Sale made on the open market or in private sale. 3/23/99 10,000 18.0000 Sale made on the open market or in private sale. 3/24/99 35,000 17.7500 Sale made on the open market or in private sale.
CUSIP No. 404 132 102 Page 4 of 6 3/26/99 40,900 17.7447 Sale made on the open market or in private sale.
(D) OTHER PERSON WITH RIGHT TO RECEIVE OR DIRECT THE RECEIPT OF DIVIDENDS FROM OR THE PROCEEDS OF THE SALE OF THE SECURITIES. Unchanged. (E) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN 5% OF THE SECURITIES. Unchanged. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Unchanged. ITEM 7. EXHIBITS (A) **Agreement and Plan of Reorganization dated as of February 22, 1996 by and among HCC Insurance Holdings, Inc., Merger Sub, Inc., LDG Management Company Incorporated, SRRF Management Incorporated, Medical Reinsurance Underwriters Incorporated, LDG Worldwide Limited, and LDG Insurance Agency Incorporated, Stephen J. Lockwood and Walter L. Suydam. (B) **Affiliates Agreement dated as of May 24, 1996 by and between Stephen J. Lockwood and HCC Insurance Holdings, Inc. **Previously filed with the Schedule 13D. CUSIP No. 404 132 102 Page 5 of 6 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set in this statement is true, complete and correct. April 16, 1999 --------------------------------- (Date) /s/ Stephen J. Lockwood --------------------------------- (Signature) CUSIP No. 404 132 102 Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----