As filed with the Securities and Exchange Commission on May 25, 2006

Registration No. 333-58350

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HCC Insurance Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		76-0336636
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

HCC Capital Trust I

Delaware		76-6494416
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

HCC Capital Trust II

Delaware		76-6494417
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

13403 Northwest Freeway
Houston, Texas 77040
(713) 690-7300
(Address, including zip code, and telephone number, including
area code, of each Registrant’s principal executive offices)

STEPHEN L. WAY
13403 Northwest Freeway
Houston, Texas 77040
(713) 690-7300
(Name, address including zip code, and telephone number, including area code, of agent for
service)

ARTHUR S. BERNER, ESQ.		CHRISTOPHER L. MARTIN, ESQ.
Haynes and Boone, LLP		Executive Vice President and General Counsel
1221 McKinney Street, Suite 2100		HCC Insurance Holdings, Inc.
Houston, Texas 77010		13403 Northwest Freeway
(713) 547-2526		Houston, Texas 77040
		(713) 690-7300

     Approximate date of commencement of proposed sale to the public: Not applicable.

     If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

 

DEREGISTRATION OF SECURITIES

     We are filing this Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (No. 333-58350) (the “Registration Statement”) of HCC Insurance Holdings, Inc., HCC Capital Trust I and HCC Capital Trust II to deregister $52,515,625 of debt securities, common stock, warrants and other securities registered pursuant to the Registration Statement that remain unissued as of the date this Amendment is filed.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on the 25th day of May, 2006.

		HCC INSURANCE HOLDINGS, INC.
		By:		/s/ STEPHEN L. WAY   Stephen L. Way
				Chairman of the Board and
				Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-3 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the 25th day of May, 2006.

Signature				Title
		/s/ STEPHEN L. WAY		Chairman of the Board of Directors and Chief Executive
		Stephen L. Way		Officer (Principal Executive Officer)
		/s/ FRANK J. BRAMANTI*		Director
		Frank J. Bramanti
		/s/ PATRICK B. COLLINS*		Director
		Patrick B. Collins
		/s/ JAMES R. CRANE*		Director
		James R. Crane
		/s/ J. ROBERT DICKERSON*		Director
		J. Robert Dickerson
		/s/ WALTER M. DUER		Director
		Walter M. Duer
		/s/ EDWARD H. ELLIS, JR.		Director, Executive Vice President and Chief Financial Officer
		Edward H. Ellis, Jr.		(Chief Accounting Officer)
		/s/ JAMES C. FLAGG*		Director
		James C. Flagg
		/s/ ALLAN W. FULKERSON*		Director
		Allan W. Fulkerson
		/s/ WALTER J. LACK*		Director
		Walter J. Lack
		/s/ JOHN N. MOLBECK, JR.*		Director, President and Chief Operating Officer
		John N. Molbeck, Jr.
		/s/ MICHAEL A.F. ROBERTS		Director
		Michael A.F. Roberts
*By:		/s/ EDWARD H. ELLIS, JR.
		Edward H. Ellis, Jr.
		Attorney-in-fact

     Pursuant to the requirements of the Securities Act of 1933, HCC Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 25th day of May, 2006.

		HCC CAPITAL TRUST I
		By: HCC INSURANCE HOLDINGS, INC., as Depositor
		By:		/s/ Stephen L. Way   Stephen L. Way
				Chairman of the Board and
				Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, HCC Capital Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on the 25th day of May, 2006.

		HCC CAPITAL TRUST II
		By: HCC INSURANCE HOLDINGS, INC., as Depositor
		By:		/s/ Stephen L. Way   Stephen L. Way
				Chairman of the Board and
				Chief Executive Officer