8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  September 18, 2015 (September 18, 2015)

HCC INSURANCE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13790	76-0336636
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

13403 Northwest Freeway

Houston, Texas 77040

(Address of principal executive offices, including zip code)

(713) 690-7300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

On September 18, 2015, HCC Insurance Holdings, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”) in connection with its proposed acquisition by Tokio Marine Holdings, Inc. (“Tokio Marine”).

On the record date of August 18, 2015, there were 95,497,429 shares of the Company’s common stock issued and outstanding and entitled to be voted at the Special Meeting.  The proposals are described in detail in the Company’s definitive proxy statement for the Special Meeting (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on Schedule 14A on August 20, 2015 and mailed to the Company’s stockholders on or about August 21, 2015.  For each proposal, the results of the stockholder voting were as follows:

1.To adopt the Agreement and Plan of Merger, dated as of June 10, 2015, among the Company, Tokio Marine and TMGC Investment (Delaware) Inc., a Delaware corporation and wholly-owned indirect subsidiary of Tokio Marine (“Merger Sub”) (as amended, the “Merger Agreement”), and approve the merger of Merger Sub with and into the Company (the “Merger”):

Votes For	Votes Against	Abstain	Broker Non-Votes
70,568,903	700,476	156,940	0

2.To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger:

Votes For	Votes Against	Abstain	Broker Non-Votes
51,726,587	18,038,560	1,031,173	0

3.To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the Merger:

Votes For	Votes Against	Abstain	Broker Non-Votes
64,571,269	6,064,144	169,907	0

Item 8.01.                                        Other Events.

On September 18, 2015, the Company issued a press release announcing the results of the Special Meeting.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.                                        Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Copy of Press Release issued by HCC Insurance Holdings, Inc., dated September 18, 2015.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HCC Insurance Holdings, Inc.
By:	/s/ Alexander M Ludlow
Alexander M Ludlow
Associate General Counsel & Assistant Secretary

DATED:  September 18, 2015

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Exhibit Index

Exhibit No.	Description
99.1	Copy of Press Release issued by HCC Insurance Holdings, Inc., dated September 18, 2015.

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EX-99.1

Exhibit 99.1

HCC INSURANCE HOLDINGS STOCKHOLDERS APPROVE ACQUISITION BY TOKIO MARINE

HOUSTON (September 18, 2015) . . .

HCC Insurance Holdings, Inc. (NYSE: HCC) announced that stockholders voted today during a special meeting held in Houston to adopt the merger agreement entered into on June 10, 2015 with Tokio Marine Holdings, Inc., whereby Tokio Marine agreed to acquire all of the outstanding shares of HCC for $78.00 in cash per share.  More than 99.6% of the votes cast were in favor of the merger agreement and the merger.  Completion of the merger remains subject to approval by relevant regulatory authorities in the United States, the United Kingdom and Japan, as well as customary closing conditions.

Headquartered in Houston, Texas, HCC Insurance Holdings, Inc. is a leading specialty insurer with offices in the United States, the United Kingdom, Spain and Ireland.  As of June 30, 2015, HCC had assets of $11.1 billion and shareholders’ equity of $3.9 billion.  HCC’s major domestic and international insurance companies have financial strength ratings of “AA (Very Strong)” from Standard & Poor’s Financial Services LLC, “A+ (Superior)” from A.M. Best Company, Inc., “AA (Very Strong)” from Fitch Ratings, and “A1 (Good Security)” from Moody’s Investors Service, Inc.

For more information about HCC, please visit http://www.hcc.com.

Contact:	Doug Busker, Director of Investor Relations
	HCC Insurance Holdings, Inc.
	Telephone: (713) 996-1192

Additional Information and Where to Find It:

This communication relates to a proposed merger between HCC and a subsidiary of Tokio Marine Holdings, Inc. that is the subject of the definitive proxy statement that HCC filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2015 (the “Proxy Statement”).  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that HCC may file with the SEC or send to its stockholders in connection with the proposed merger.  Investors and stockholders are urged to read the Proxy Statement and all other relevant documents filed with the SEC or sent to HCC’s stockholders as they become available, because they will contain important information about the proposed merger.  All documents, when filed, will be available free of charge at the SEC’s website (www.sec.gov).  Investors and stockholders may also obtain documents filed by HCC with the SEC by contacting HCC at Investor Relations, HCC Insurance Holdings, Inc., 13403 Northwest Freeway, Houston, Texas 77040, by email at InvestorRelations@hcc.com or by visiting HCC’s website at http://www.hcc.com.

Cautionary Statement Regarding Forward-Looking Statements:

This communication and other written or oral statements made by or on behalf of HCC contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are made under the “safe harbor” provisions of The Private Securities Litigation Reform Act of 1995.  In particular, statements using words such as “may,” “will,” “should,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “predict,” “plan,” “project,” “continue” or “potential,” or their negatives or variations, and similar terminology and words of similar import, generally involve forward-looking statements.  Forward-looking statements reflect HCC’s current views, plans or expectations with respect to future events and financial performance.  They are inherently subject to significant business, economic, competitive and other risks, uncertainties and contingencies.  The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by HCC or any other person that current plans or expectations will be achieved.  Forward-looking statements speak only as of the date on which they are made, and HCC undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

There are or will be important factors that could cause actual results to differ materially from those expressed in any such forward-looking statements, including but not limited to the following:  the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; required governmental approvals of the merger may not be obtained or may not be obtained on the terms expected or on the anticipated schedule, and adverse regulatory conditions may be imposed in connection with any such governmental approvals; the parties to the merger agreement may fail to satisfy other conditions to the completion of the merger, or may not be able to meet expectations regarding the timing and completion of the merger; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the announcement of the proposed merger; HCC may be unable to retain key personnel; the amount of the costs, fees, expenses and other charges related to the proposed merger; and other factors affecting future results disclosed in HCC’s filings with the SEC, including but not limited to those discussed under Item 1A, “Risk Factors”, in HCC’s Annual Report on Form 10-K for the year ended December 31, 2014, which are incorporated herein by reference.

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