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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

ARGONAUT GROUP, INC.
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
04015710-9
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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.
  
04015710-9 
  

 

           
1   NAMES OF REPORTING PERSONS:
HCC Insurance Holdings, Inc.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   500,000
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    500,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  500,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  1.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  HC

 

 

Item 1.
  (a)   Name of Issuer
 
      Argonaut Group, Inc.
 
  (b)   Address of Issuer’s Principal Executive Offices
 
      10101 Reunion Place, Suite 500
San Antonio, Texas 78216
Item 2.
  (a)   Name of Person Filing
 
      HCC Insurance Holdings, Inc.
 
  (b)   Address of Principal Business Office
 
      13403 Northwest Freeway
Houston, Texas 77040-6094
 
  (c)   Citizenship
 
      Delaware
 
  (d)   Title of Class of Securities
 
      Common Stock, par value $.10 per share
 
      (HCC Insurance Holdings, Inc. has acquired, through its direct or indirect subsidiaries, 500,000 shares of the Issuer’s Mandatorily Convertible Preferred Stock. The Preferred Stock is convertible on a 1-for-1 basis for the Issuer’s Common Stock. If not previously converted, the Preferred Stock will mandatorily convert on the 10th anniversary of its issuance. If all persons convert, HCC would own 1.5% of the Issuer’s then outstanding shares of Common Stock.)
 
  (e)   CUSIP Number
 
      04015710-9
Item3. If this statement is filed pursuant §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)   o     Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b)   o     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c)   o     Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d)   o     Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e)   o     An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   o     An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o     A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h)   o     A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

     
(i)
  o      A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company           Act of 1940 (15 U.S.C. 80a-3);
 
    
(j)
  o     Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
  (a)   Amount beneficially owned:
 
      500,000
 
  (b)   Percent of class:
 
      1.5%
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote: 0
 
  (ii)   Shared power to vote or to direct the vote: 500,000
 
  (iii)   Sole power to dispose or to direct the disposition of: 0
 
  (iv)   Shared power to dispose or to direct the disposition of: 500,000
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than 5% of the class of securities, check
the following: þ
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See Exhibit A for the identity of the subsidiaries which directly beneficially own the
securities reported herein.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2007
         
     
  By:   /s/ Robert F. Thomas    
    Robert F. Thomas,   
    Executive Vice President   
 

 

 

EXHIBIT INDEX
     
Exhibit A
  Information Required by Item 7
 
    
Exhibit B
  Joint Filing Agreement between HCC Insurance Holdings, Inc. and Houston Casualty Company

 

 

Exhibit A
As of February 12, 2007, the securities being reported by HCC Insurance Holdings, Inc. (“HCC”), as a holding company, are beneficially owned by the following direct or indirect wholly-owned subsidiaries of HCC:
         
Subsidiary   Number of Shares Beneficially Owned
 
        
Houston Casualty Company
    46,690  
 
        
U.S. Specialty Insurance Company
    416,667  
 
        
HCC Life Insurance Company
    36,643  
 
        
Avemco Insurance Company
    0  

 

 

Exhibit B
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G filed herewith and any amendments thereto, relating to the common stock, $0.10 par value, of Argonaut Group, Inc., is, or will be, filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement.
Dated: February 14, 2007
         
  HCC Insurance Holdings, Inc.
 		  
  By:   /s/ Robert F. Thomas  
    Robert F. Thomas,   
    Executive Vice President   
 
         
  Houston Casualty Company
 		  
  By:   /s/ Robert F. Thomas    
    Robert F. Thomas,   
    Senior Vice President   
 
         
  U.S. Specialty Insurance Company
 		  
  By:   /s/ Robert F. Thomas    
    Robert F. Thomas,   
    Senior Vice President   
 
         
  HCC Life Insurance Company
 		  
  By:   /s/ Hamendra P. Ojha    
    Hamendra P. Ojha,   
    Executive Vice President & Treasurer   
 
         
  Avemco Insurance Company
 		  
  By:   /s/ Hamendra P. Ojha    
    Hamendra P. Ojha,   
    Vice President & Treasurer