-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MO5UFl47nUFxUDj5MXC37Tyw/+FazThcctiBhIiBzQ9P0PQ9lukV9jENh1bXcLIp hwxzhGzuVryqB3FkuugXsQ== 0000910484-00-000004.txt : 20000209 0000910484-00-000004.hdr.sgml : 20000209 ACCESSION NUMBER: 0000910484-00-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000208 GROUP MEMBERS: EDUARD J. MAYER GROUP MEMBERS: FULMEAD VENTURES LIMITED GROUP MEMBERS: HEMISPHERE INVESTMENTS LIMITED GROUP MEMBERS: HEMISPHERE NOMINEES LIMITED GROUP MEMBERS: HEMISPHERE TRUST JERSEY LTD GROUP MEMBERS: HEMISPHERE TRUSTEES LIMITED GROUP MEMBERS: MUTUAL RISK MANAGEMENT (HOLDINGS) LIMITED GROUP MEMBERS: MUTUAL RISK MANAGEMENT LTD. GROUP MEMBERS: THE MAYER TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Z TEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001096509 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 593501119 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57653 FILM NUMBER: 527688 BUSINESS ADDRESS: STREET 1: 601 S. HARBOUR ISLAND BLVD STREET 2: SUITE 220 CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132736261 MAIL ADDRESS: STREET 1: 601 S. HARBOUR ISLAND BLVD STREET 2: SUITE 220 CITY: TAMPA STATE: FL ZIP: 33602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE TRUST JERSEY LTD CENTRAL INDEX KEY: 0001105358 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P.O. BOX 274, HIMISPHERE HOUSE STREET 2: 36 HILGROVE STREET JE4 8TR CITY: ST HELLER, JERSEY BUSINESS PHONE: 011441534726573 SC 13D 1 HEMISPHERE TRUST(JERSEY)LIMITED SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Z-Tel Technologies, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 988 792 108 (CUSIP Number) Hemisphere Trust (Jersey) Limited P.O. Box. 274 Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Attn: Mungo Conner (011) 44-1534-726573 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Mayer Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 2 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Eduard J. Mayer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520** See disclaimer herein. REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520** See disclaimer herein. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520**See disclaimer herein. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 3 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Mutual Risk Management Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO, HC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 4 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Mutual Risk Management (Holdings) Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 5 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Hemisphere Trust (Jersey) Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands, United Kingdom NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 6 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Hemisphere Trustees Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands, United Kingdom NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 7 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Hemisphere Nominees Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands, United Kingdom NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 8 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Hemisphere Investments Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Jersey, Channel Islands, United Kingdom NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 9 of 27- CUSIP No. 988 792 108 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Fulmead Ventures Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) /_/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 2,348,520 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH -0- 10 SHARED DISPOSITIVE POWER 2,348,520 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,348,520 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D -Page 10 of 27- Item 1. Security and Issuer This Statement on Schedule 13D relates to shares of Common Stock, $0.01 par value (the "Common Stock"), of Z-Tel Technologies, Inc. (the "Issuer"). This Statement is being filed by the Reporting Persons (as defined herein) to report the holdings of shares of Common Stock of the Issuer as a result of which the Reporting Persons may be deemed to be the beneficial owners of more than 5% of the outstanding shares of Common Stock. The address of the principal executive offices of the Issuer is Knight's Point, 601 South Harbour Boulevard, Suite 220, Tampa, Florida 33602 Item 2. Identity and Background This Statement is being filed by Mutual Risk Management Limited, a Bermuda limited liability company ("MRM"), Mutual Risk Management (Holdings) Limited, a Bermuda limited liability company ("MRM Holdings"), Hemisphere Trust (Jersey) Limited, a Jersey limited liability company ("Hemisphere Trust"), Hemisphere Trustees Limited, a Jersey limited liability company ("Hemisphere Trustees"), Hemisphere Nominees Limited, a Jersey limited liability company ("Hemisphere Nominees"), Hemisphere Investments Limited, a Jersey limited liability company ("Hemisphere Investments"), Fulmead Ventures Limited, a British Virgin Islands company ("Fulmead"), The Mayer Trust, a Channel Islands Trust (the "Trust"), and Eduard J. Mayer (together with the Trust, MRM, MRM Holdings, Hemisphere Trust Hemisphere Trustees, Hemisphere Nominees, Hemisphere Investments, and Fulmead, the "Reporting Persons"). The name, citizenship (or place of organization, as applicable), business address, present occupation or employment of each of the executive officers, directors and persons who may be deemed in control of each of the Reporting Persons are set forth on Appendix A-G hereto and incorporated herein by reference. The shares of Common Stock covered by this Statement are held directly by Fulmead. Fulmead in turn is owned 50% by Hemisphere Nominees and 50% by Hemisphere Investments acting in a nominee capacity. Hemisphere Nominees and Hemisphere Investments are wholly owned subsidiaries of Hemisphere Trust. Hemisphere Trustees, the Trustee of the Trust, is also a wholly owned subsidiary of Hemisphere Trust. Hemisphere Trust is in turn a wholly owned subsidiary of MRM Holdings, which is a wholly owned subsidiary of MRM. a. The Trust and Eduard J. Mayer The Trust is a trust formed under the laws of Jersey, Channel Islands. The principal business offices of the Trust are located at c/o Hemisphere Trust (Jersey) Limited, P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St. Helier, Jersey JE4 8TR. The sole trustee of the Trust is Hemisphere Trustees. A principal beneficiary of the Trust, but without legal right to the assets or control of the Trust, is Eduard J. Mayer, who is also principal a director and executive officer of the Issuer. Because Mr. Mayer does not have investment or dispositive power over the Trust or the Common Stock held indirectly by the Trust, Mr. Mayer disclaims beneficial ownership of the Common Stock for purposes of Section 13 of the Act. Mr. Mayer's principal business address is c/o Z-Tel Technologies, Inc., 601 South Harbor Island Boulevard, Suite 220, Tampa, Florida, 33602. b. MRM MRM is a limited liability company formed under the laws of Bermuda. The principal business of MRM is risk management services. The principal business offices of MRM are located at 44 Church Street, Hamilton HM12, BERMUDA. -Page 11 of 27- c. MRM Holdings MRM Holdings is a limited liability company formed under the laws of Bermuda. The principal business of MRM Holdings is to own and manage various trust management entities. The principal business offices of MRM Holdings are located at 44 Church Street, Hamilton HM 12, BERMUDA. d. Hemisphere Trust Hemisphere Trust is a limited liability company formed under the laws of Jersey, Channel Islands. The principal business of Hemisphere Trust is to provide trust and corporate services. The principal business offices of Hemisphere Trustees are located at P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St. Helier, Jersey JE4 8TR. e. Hemisphere Trustees Hemisphere Trustees is a limited liability company formed under the laws of Jersey, Channel Islands. The principal business of Hemisphere Trustees is to serve as corporate trustee for various trusts. The principal business offices of Hemisphere Trustees are located at P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St. Helier, Jersey JE4 8TR. f. Hemisphere Nominees Hemisphere Nominees is a limited liability company formed under the laws of Jersey, Channel Islands. The principal business of Hemisphere Nominees is to provide nominee services. The principal business offices of Hemisphere Nominees are located at P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St. Helier, Jersey JE4 8TR. g. Hemisphere Investments Hemisphere Investments is a limited liability company formed under the laws of Jersey, Channel Islands. The principal business of Hemisphere Investments is to provide nominee services. The principal business offices of Hemisphere Investments are located at P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St. Helier, Jersey JE4 8TR. h. Fulmead Fulmead is a limited liability company formed under the laws of the British Virgin Islands. The principal business of Fulmead is the holding of investments. The principal business offices of Fulmead are Akara Bldg., 24 Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Pursuant to the regulations promulgated under Section 13(d) of Act, MRM, MRM Holdings, Hemisphere Trust, Hemisphere Trustees, Hemisphere Nominees, Hemisphere Investments, Fulmead and the Trust each may be deemed a beneficial owner of the shares of Common Stock. Nevertheless, the filing of this Statement on Schedule 13D shall not be construed an admission by any of the Reporting Persons that, for purposes of Sections 13(d) and 13 (g) of the Act, any of the Reporting Persons is the beneficial owner of the shares of Common Stock to which this Statement on Schedule 13D relates. During the past five years, none of the Reporting Persons, nor any of the executive officers, directors or persons controlling any of the Reporting Persons has been (a) convicted in a criminal proceeding, (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order -Page 12 of 27- enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The Trust initially acquired 2,200,000 of the shares represented by this Statement from the Issuer in August 1998 for an aggregate sum of $2.5 million. These shares were transferred to Fulmead in June 1999. Fulmead acquired shares of Series B Preferred Stock from the Issuer in June 1999 for an aggregate sum of $500,585. These shares were converted into 148,520 shares of Common Stock at the time of the Issuer's initial public offering in December 1999. The foregoing share numbers also reflect the effects of an 11-for-10 stock split effected by the Issuer on November 19, 1999. The source of funds used in making the foregoing purchases was the Trust. Item 4. Purpose of Transaction The Reporting Persons have acquired and hold the shares for investment purposes only. Depending on market conditions, the Reporting Persons may continue to increase their ownership of the Issuer's Common Stock through purchases in the open market at such times as the Reporting Persons consider desirable. However, the Reporting Persons do not have any present intention to exercise control over the management or policies of the Issuer. If warranted by market conditions, the Reporting Persons may also change their present course of acquiring and holding shares of the Issuer's Common Stock by disposing of some or all of its shares. Except as set forth in this Item 4, none of the Reporting Persons have present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer a. As of the date of this Statement, each of the Reporting Persons may be deemed to have shared beneficial ownership of 2,348,520 shares of Common Stock, or approximately 7.7% of the outstanding shares of Common Stock based on the final prospectus filed by the Issuer pursuant to Rule 424(b) on December 16, 1999. b. MRM, through its ultimate control of Fulmead, has the ultimate shared power to vote or to direct the vote and has shared power to dispose or direct the disposition of all shares of Common Stock covered by this Statement. Each of the other Reporting Persons may be deemed to have shared voting power to vote or to direct the vote, or have shares power to dispose or direct the disposition of the shares of Common Stock by virtue of their direct or indirect control of the Trust and Fulmead. c. None of the Reporting Persons have acquired any shares of Common Stock of the Issuer during the past sixty days. d. To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of the Issuer. e. Not applicable. -Page 13 of 27- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits Exhibit A -- Joint Filing Agreement, dated as of December 21, 1999, among (i) MRM, (ii) MRM Holdings, (iii) Hemisphere Trust, (iv) Hemisphere Trustees, (v) Hemisphere Nominees, (vi) Hemisphere Investments, (vii) Fulmead, (viii) the Trust and (ix) Eduard J. Mayer. -Page 14 of 27- 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. Dated: February 4, 2000 MUTUAL RISK MANAGEMENT LIMITED By: /s/ Elizabeth Price Name: Elizabeth Price Title: Secretary MUTUAL RISK MANAGEMENT (HOLDINGS) LIMITED By: /s/ Elizabeth Price Name: Elizabeth Price Title: Secretary HEMISPHERE TRUST (JERSEY) LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director HEMISPHERE TRUSTEES LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director HEMISPHERE NOMINEES LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director -Page 15 of 27- HEMISPHERE INVESTMENTS LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director FULMEAD VENTURES LIMITED By: /s/ Mungo Conner Name: Director Title: Director THE MAYER TRUST BY: HEMISPHERE TRUSTEES LIMITED, as Trustee By: /s/ Mungo Conner Name: Mungo Conner Title: Director EDUARD J. MAYER /s/ Eduard J. Mayer Eduard J. Mayer -Page 16 of 27- Appendix A Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of MRM.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address MRM --------------------- ------------------------ ---------------- --- Robert A. Mulderig Chief Executive Officer of Mutual Risk Management Chairman; Chief (Bermuda) MRM; Chairman of Legion Limited Executive Insurance Co.; Director of 44 Church Street, Hamilton Officer Professional Risk HM12, BERMUDA Management Services, Inc., The Galtney Group, Inc. and The Bank of N.T. Butterfield & Sons Ltd. John Kessock, Jr. President of MRM, Mutual One Logan Square Director; (United States) Group Ltd. and Legion; Suite 1500 President primarily responsible for Philadelphia, Pennsylvania 19103 marketing MRM's programs; Chairman of Commonwealth Risk Services L.P. and the IPC Companies. Director, Ward North America, Inc. Richard G. Turner Executive Vice President of One Logan Square Director; (United States) MRM; President of CRS. Suite 1500 Executive Vice Director of Colonial Penn Philadelphia, Pennsylvania 19103 President Insurance Company. Glenn R. Partridge Executive Vice President of One Logan Square Director; (United States) MRM; Senior Vice President Suite 1500 Executive Vice of Legion; primarily Philadelphia, Pennsylvania 19103 President responsible for Legion's underwriting function. Roger E. Dailey Self employed consultant. Builder Investment Group, Director (United States) Inc. No. 5 Piedmont Center Suite 700 Atlanta, Georgia 30305 David J. Doyle Partner in the law firm of Clarendon House Director (Bermuda) Conyers Dill & Pearman, Church Street Hamilton, Bermuda; Director Hamilton HM11 of Bermuda subsidiaries of the BERMUDA Company.
-Page 17 of 27- Arthur E. Engel Principal of The Marine The Marine Group LLC Director (United States) Group, LLC; Director of 1311 First Street Mutual Indemnity Ltd. Coronado, CA 92118 Allan W. Fulkerson President and Director of Century Capital Mgt., Inc. Director (United States) Century Capital Management, One Liberty Square Inc., Chairman of Century Boston, Mass. 02109 Shares Trust. Director of HCC Insurance Holdings, Inc., International Financial Group, Inc., Massachusetts Fiduciary Advisors, Inc., LUA Segueros La Portena S.A., Wellington Underwriting PLC and The Galtney Group, Inc. William F. Galtney, Jr. Chairman and CEO of The The Galtney Group, Inc. Director (United States) Galtney Group Inc., Houston, 820 Gessner, Suite 1000 Texas; Director of Everest Re Houston, Texas 77024 (Holdings) Ltd. Beverly H. Patrick Speaker, Author and 108 74th Street Director (United States) Consultant P.O. Box 1197 Virginia Beach, VA 23451 Jerry S. Rosenbloom Frederick H. Ecker Professor Wharton School of the Director (United States) of Insurance and Risk University of Pennsylvania Management and Academic 310 Colonial PennCenter Director, Certified Employee Philadelphia, PA 19104-6218 Benefit Specialist Program, Wharton School, University of Pennsylvania. Director of Annuity and Life Re (Holdings) Ltd., Harleysville Mutual Insurance Company, Terra Nova Group and Trustee of Century Shares Trust. Norman L. Rosenthal President of Norman L. 415 Spruce Street Director (United States) Rosenthal & Associates, Inc.; Philadelphia, PA 19106 Director - Plymouth Rock Assurance Company. Joseph D. Sargent Chairman, Bradley, Foster & 185 Asylum St. Director (United States) Sargent, Inc.; Vice Chairman Hartford, Connecticut of Connecticut Surety 06103-3402 Corporation; Director, Trenwick Group, Inc., Policy Management Systems Corp., EW Blanch Inc., Executive Risk Inc., MMI Companies Inc., and Command Systems, Inc. Paul D. Watson Chief Operating One Logan Square Chief Operating (Bermuda) Officer of MRM Suite 1500 Officer Philadelphia, Pennsylvania 19103 Richard E. O'Brien Senior Vice President and Mutual Risk Management Senior Vice President (Bermuda) General Counsel of MRM Limited and General Counsel 44 Church Street, Hamilton HM12, BERMUDA
-Page 18 of 27- James C. Kelly Senior Vice President and Mutual Risk Management Senior Vice (Bermuda) CFO of MRM Limited President and 44 Church Street, Hamilton CFO
HM12, BERMUDA MRM advises that no persons and/or organizations control MRM (either individually or as a group), as the term "control" is used in Instruction C to Rule 13d-101 promulgated under the Act. -Page 19 of 27- Appendix B Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of MRM Holdings.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address MRM Holdings --------------------- ------------------------ ---------------- ------------ Robert A. Mulderig Chief Executive Officer of Mutual Risk Management Director (Bermuda) MRM; Chairman of Legion Limited President Insurance Co.; Director of 44 Church Street, Professional Risk Hamilton HM12, Management Services, Inc., BERMUDA The Galtney Group, Inc. and The Bank of N.T. Butterfield & Sons Ltd. David J. Doyle Partner in the law firm of Clarendon House Director (Bermuda) Conyers Dill & Pearman, Church Street Hamilton, Bermuda; Director Hamilton HM11 of Bermuda subsidiaries of the BERMUDA Company. James M. McDonald Conyers, Dill & Pearman Clarendon House Director (Bermuda) Church Street Hamilton HM11 BERMUDA Richard E. O'Brien Senior Vice President and Mutual Risk Management Vice President (Bermuda) General Counsel of MRM, 44 Church Street, Secretary Secretary and Director of Hamilton HM12, Director Bermuda subsidiaries of the BERMUDA Company
MRM Holdings advises that no persons and/or organizations other than MRM, which owns 100% of the capital stock of MRM Holdings, control MRM Holdings (either individually or as a group), as the term "control" is used in Instruction C to Rule 13d-101 promulgated under the Act. -Page 20 of 27- Appendix C Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of Hemisphere Trust.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address Hemisphere Trust --------------------- ------------------------ ---------------- ---------------- Mungo Conner Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Denis J. P. Therezien Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Ronan Daly Lawyer Hemisphere House Director (Bermuda) Director of Hemisphere Trust 9 Church Street P. O. Box H.M. 951 Hamilton HMDX, Bermuda Col. Donald Pudney Retired Colonel Hemisphere House Director (United Kingdom) Director of Hemisphere Trust 9 Church Street P. O. Box H.M. 951 Hamilton HMDX, Bermuda Christopher Wetherhill Accountant Hemisphere House Director (Bermuda) Director of Hemisphere Trust 9 Church Street P. O. Box H.M. 951 Hamilton HMDX, Bermuda Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary Limited Hemisphere House (Jersey, Channel Islands) 36 Hilgrove Street St. Helier, Jersey JE4 8TR
Hemisphere Trust advises that no persons and/or organizations other than MRM Holdings, which owns 100% of the capital stock of MRM Holdings, control Hemisphere Trust (either individually or as a group), as the term "control" is used in Instruction C to Rule 13d-101 promulgated under the Act. -Page 21 of 27- Appendix D Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of Hemisphere Trustees.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address Hemisphere Trustees --------------------- ------------------------ ---------------- ------------------- Mungo Conner Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Denis J. P. Therezien Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary Limited Hemisphere House (Jersey, Channel Islands) 36 Hilgrove Street St. Helier, Jersey JE4 8TR
Hemisphere Trustees advises that no persons and/or organizations other than Hemisphere Trust, which owns 100% of the capital stock of Hemisphere Trustees, control Hemisphere Trustees (either individually or as a group), as the term "control" is used in Instruction C to Rule 13d-101 promulgated under the Act. -Page 22 of 27- Appendix E Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of Hemisphere Nominees.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address Hemisphere Nominees --------------------- ------------------------ ---------------- ------------------- Mungo Conner Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Denis J. P. Therezien Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary Limited Hemisphere House (Jersey, Channel Islands) 36 Hilgrove Street St. Helier, Jersey JE4 8TR
Hemisphere Nominees advises that no persons and/or organizations other than Hemisphere Trust, which owns 100% of the capital stock of Hemisphere Nominees, control Hemisphere Nominees (either individually or as a group), as the term "control" is used in Instruction C to Rule 13d-101 promulgated under the Act. -Page 23 of 27- Appendix F Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of Hemisphere Investments.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address Hemisphere Investments --------------------- ------------------------ ---------------- ---------------------- Mungo Conner Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Denis J. P. Therezien Accountant P.O. Box 274 Director (Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House 36 Hilgrove Street St. Helier, Jersey JE4 8TR Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary Limited Hemisphere House (Jersey, Channel Islands) 36 Hilgrove Street St. Helier, Jersey JE4 8TR
Hemisphere Investments advises that no persons and/or organizations other than Hemisphere Trust, which owns 100% of the capital stock of Hemisphere Investments, control Hemisphere Investments (either individually or as a group) as the term "control" is used in Instruction C to Rule 13d-101 promulgated under the Act. -Page 24 of 27- Appendix G Set forth below is (i) the name and citizenship (or place of organization, as applicable), (ii) business address, (iii) present principal occupation or employment and (iv) title of each director and executive officer of Fulmead.
Name and Citizenship or Present Principal Relationship to Place of Organization Occupation or Employment Business Address Fulmead --------------------- ------------------------ ---------------- ------- Mungo Conner Accountant P.O. Box 274 (Jersey, Channel Islands) Director Hemisphere Trust Hemisphere House Director 36 Hilgrove Street St. Helier, Jersey JE4 8TR Helen Lucy Grigg Gibson Retired teacher Clos de Saigne Director (Sark, Channel Islands) Sark, Channel Islands Raymond Terence Gibson Retired bank manager Clos de Saigne Director (Sark, Channel Islands) Sark, Channel Islands Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary Limited Hemisphere House (Jersey, Channel Islands) 36 Hilgrove Street St. Helier, Jersey JE4 8TR
Fulmead advises that 50% of the voting capital stock of Fulmead is owned by Hemisphere Nominees and 50% of the voting capital stock of Fulmead is owned by Hemisphere Investments, in each case as nominee and trustee for Hemisphere Trustees. Information about these Reporting Persons is set forth on Appendices D, E and F attached hereto. -Page 25 of 27- EXHIBIT A Joint Filing Agreement In connection with the beneficial ownership of shares of common stock, par value $.01 per share, of Z-Tel Technologies, Inc., Inc., Mutual Risk Management Limited, a Bermuda limited liability company ("MRM"), Mutual Risk Management (Holdings) Limited, a Bermuda limited liability company ("MRM Holdings"), Hemisphere Trust (Jersey) Limited, a Jersey limited liability company ("Hemisphere Trust"), Hemisphere Trustees Limited, a Jersey limited liability company ("Hemisphere Trustees"), Hemisphere Nominees Limited, a Jersey limited liability company ("Hemisphere Nominees"), Hemisphere Investments Limited, a Jersey limited liability company ("Hemisphere Investments"), Fulmead Ventures Limited, a British Virgin Islands company ("Fulmead"), The Mayer Trust, a Channel Islands Trust (the "Trust"), and Eduard J. Mayer hereby agree to the joint filing on behalf of such persons all filings, including the filing of an initial Schedule 13D and all amendments thereto pursuant to Rule 13d-2(f)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required under the Exchange Act pursuant to which joint filing statements are permitted. IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be signed as of this 4th day of February, 2000. MUTUAL RISK MANAGEMENT LIMITED By: /s/ Elizabeth Price Name: Elizabeth Price Title: Secretary MUTUAL RISK MANAGEMENT (HOLDINGS) LIMITED By: /s/ Elizabeth Price Name: Elizabeth Price Title: Secretary HEMISPHERE TRUST (JERSEY) LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director HEMISPHERE TRUSTEES LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director -Page 26 of 27- HEMISPHERE NOMINEES LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director HEMISPHERE INVESTMENTS LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director FULMEAD VENTURES LIMITED By: /s/ Mungo Conner Name: Mungo Conner Title: Director THE MAYER TRUST BY: HEMISPHERE TRUSTEES LIMITED, as Trustee By: /s/ Mungo Conner Name: Mungo Conner Title: Director EDUARD J. MAYER /s/ Eduard J. Mayer Eduard J. Mayer -Page 27 of 27- -----END PRIVACY-ENHANCED MESSAGE-----