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EXHIBIT 4
[LOGO]
[THE CENTRIS GROUP]
October 18, 1999
To Our Shareholders:
On behalf of the Board of Directors of The Centris Group, Inc. (the
"Company"), I am pleased to inform you that on October 11, 1999 the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") with HCC
Insurance Holdings, Inc. and Merger Sub of Delaware, Inc., a wholly owned
subsidiary of HCC Insurance Holdings, Inc. Pursuant to the Merger Agreement,
Merger Sub of Delaware, Inc. commenced today a tender offer (the "Offer") to
purchase all outstanding shares of the Company's common stock, including
associated common stock purchase rights ("Shares"), for $12.50 per Share in
cash. Under the Merger Agreement, upon satisfaction of certain conditions,
including the tender of at least a majority of the fully-diluted Shares of the
Company, the Offer will be followed by a merger (the "Merger") in which any
remaining Shares will be converted into the right to receive $12.50 per Share in
cash, without interest (except any Shares as to which the holder has properly
exercised dissenter's rights of appraisal). All of the directors and executive
officers of the Company have indicated their intention to tender their Shares in
the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY HAS DETERMINED THAT THE
OFFER AND THE MERGER ARE FAIR TO, ADVISABLE AND IN THE BEST INTERESTS OF, THE
COMPANY AND ITS SHAREHOLDERS, HAS APPROVED THE OFFER AND ADOPTED THE MERGER
AGREEMENT AND RECOMMENDS ACCEPTANCE OF THE OFFER BY THE COMPANY'S SHAREHOLDERS.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9").
Among other things, the Board of Directors considered the opinion of its
financial advisor, Advest, Inc., that the consideration to be received by the
Company's shareholders pursuant to the Offer and the Merger is fair from a
financial point of view to the Company and its shareholders.
In addition to the attached Schedule 14D-9, also enclosed is the Offer to
Purchase dated October 18, 1999, together with related materials, including a
Letter Of Transmittal, to be used for tendering your Shares in the Offer. These
documents set forth the terms and conditions of the Offer and provide
instructions as to how to tender your Shares. We urge you to read these
documents carefully before making your decision with respect to tendering your
Shares pursuant to the Offer.
Your Directors thank you for your continued support.
Very truly yours,
/s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
