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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): June 1, 2010
HCC INSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-13790
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76-0336636 |
(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation)
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Identification No.) |
13403 Northwest Freeway
Houston, Texas 77040
(Address of principal executive offices, including zip code)
(713) 690-7300
(Registrants 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 7.01.
Regulation FD Disclosure
On June 1, 2010, HCC Insurance Holdings, Inc. (the Company) announced in a press release
that its Board of Directors authorized the repurchase of up to an aggregate of $300 million of its
common stock.
The repurchase plan calls for the repurchases to be made in the open market or in privately
negotiated transactions from time-to-time in compliance with applicable laws, rules and
regulations, including Rule 10b-18 under the Securities Exchange Act of 1934, as amended.
Repurchases under the plan will be subject to market and business conditions, as well as the
Companys level of cash generated from operations, cash required for acquisitions, debt covenant
compliance, trading price of the stock being at or below the Companys estimated book value, and
other relevant factors. The plan does not obligate the Company to purchase any particular number
of shares, has no expiration date, and may be suspended or discontinued at any time at the
Companys discretion.
A copy of the Companys press release announcing the approval of the share
repurchase plan is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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No. |
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Exhibit |
99.1 |
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Press Release dated June 1, 2010. |
The information contained in Exhibit 99.1 attached hereto shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated
by reference in any filing with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof
and irrespective of any general incorporation language in any filings.
Portions of this report may constitute forward-looking statements as defined by federal law.
Although the Company believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such statements are made in
reliance on the safe harbor protections provided under the Private Securities Litigation Reform
Act of 1995. Additional information about issues that could lead to material changes in the
Companys performance is contained in the Companys filings with the Securities and Exchange
Commission.
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.
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HCC Insurance Holdings, Inc.
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By: |
/s/ Randy D. Rinicella
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Randy D. Rinicella |
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Senior Vice President, General Counsel & Secretary |
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DATED: June 1, 2010