-----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, Cbz7Gtx/gfVf3D6TSq+IonZT7nz/2L7JSkwMbjbqcgcRNazdwuniGe4DolQQ1qke oD1x7n5Wa0e7dDX6HEkbwg== 0000002648-96-000016.txt : 19960403 0000002648-96-000016.hdr.sgml : 19960403 ACCESSION NUMBER: 0000002648-96-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960402 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38598 FILM NUMBER: 96543673 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 9142734545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AETNA LIFE & CASUALTY CO CENTRAL INDEX KEY: 0000002648 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060843808 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 8602730123 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVE STREET 2: FINANCIAL YF8H CITY PLACE CITY: HARTFORD STATE: CT ZIP: 06156 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______2____)* MBIA Inc. (Name of Issuer) Common Stock, par value $1.00 per share _________________________________________________________________ (Title of Class of Securities) 55262C 10 0 _________________________________________________________________ (CUSIP Number) Judith H. Jones, Counsel, 860-273-0810 Aetna Life and Casualty Company, 151 Farmington Avenue, Hartford, Connecticut 06156 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 8, 1996 _________________________________________________________________ (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 . Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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 the 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. 5526C 10 0 13D-A 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aetna Life and Casualty Company 151 Farmington Avenue Hartford, CT. 06156-3124 IRS Identification No. 06-0843808 _________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)_________ (b)_________ _________________________________________________________________ 3. SEC USE ONLY _________________________________________________________________ 4. SOURCE OF FUNDS _________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut _________________________________________________________________ 7. SOLE VOTING POWER 0 _________________________________ NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER 693,009 _________________________________ 9. SOLE DISPOSITIVE POWER 0 _________________________________ 10. SHARED DISPOSITIVE POWER 693,009 _________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 693,009 _________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* _________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.63% _________________________________________________________________ 14. TYPE OF REPORTING PERSON* IC _________________________________________________________________ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 2 to the Schedule 13D originally filed on November 6, 1991 hereby amends such filing. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meaning set forth in such Schedule 13D. Item 1. Security and Issuer This class of equity securities to which this statement relates is the common Stock, par value $1.00 share (the "Shares"), issued by MBIA, Inc. (the "Company"), a Connecticut corporation. The principal executive offices of the Company are located at 113 King Street, Armonk, New York, 10504. Item 2. Identity and Background (a), (b) and (c). This statement on Schedule 13D-A is being filed by Aetna Life and Casualty Company ("Aetna"). Aetna is an insurance company organized under the laws of the State of Connecticut. Its principal business is insurance. The principal executive offices of Aetna are located at 151 Farmington Avenue, Hartford, Connecticut 06156. The principal business of Aetna is conducted in the United States of America. Previously Aetna filed on Schedule 13D as part of a "group" within the meaning of 13d-1(f) the Securities Exchange Act of 1934, as amended (the "Act"), (such schedule and amendments collectively, the "Filing Group Schedule 13D, as amended"). On October 1, 1991, the joint filing arrangement was terminated and, as the beneficial owner of more than 5% of the Shares, Aetna filed a Schedule 13D on its own behalf on November 6, 1991. Attached as Schedule A hereto, and incorporated herein by reference, is a list of all executive officers and directors of Aetna, together with the residence or business address, present principal occupation or employment and the name, principal business and address of the corporation or other organization in which such employment is conducted, of each person listed thereon. (d) During the past five years immediately prior to the date hereof, neither Aetna, nor to the knowledge of Aetna, any of its executive officers or directors, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years immediately prior to the date hereof, neither Aetna, nor, to the knowledge of Aetna, any of its execute officers or directors, has been a party to a 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 enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. (f) All of the executive officers and directors of Aetna are United States citizens. Item 3. Source and Amount of Funds or Other Consideration. N/A Item 4. Purpose of Transaction. A sale of shares in the ordinary course of business. Item 5. Interest in Securities of the Issuer Sub-item (a) of this Item is amended and restated in its entirety to read as follows: (a) As of the close of business on February 8, 1996, Aetna's beneficial ownership of Shares of the Company and the corresponding percentage of total Shares such number represents was as follows: Number of Shares Percentage of Total Name Beneficially Owned MBIA Inc. Shares Aetna Life and Casualty Company* 693,009 1.63% Gary G. Benanav 300 *** Daniel Kearney 500 *** *Reporting Person **Executive Officer or Director of Reporting Person ***Less than .05% of outstanding shares (b) Set forth in Schedule B hereto and incorporated herein by reference is, for each person named in (a) above, a detailing of the number of Shares as to which there is sole power to vote and dispose of the Shares, the number of shares as to which there is shared power to vote and dispose of the Shares, and the information required by Item 2 for each person with whom such powers are shared. (c) With the exception of a sale on February 8, 1996 by Aetna of 3,120,000 Shares at a net price of $74.375 per share pursuant to an Underwriting Agreement dated February 25, 1992 (the "1992 Underwriting Agreement") among Aetna, the Selling Shareholders named therein and the Underwriters named therein, there have been no purchases or sales of shares by Aetna during the past 60 days. To the best knowledge of Aetna, no person described in (a) above has effected any other transactions in Shares during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A Item 7. Material to be Filed as Exhibits N/A 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. AETNA LIFE AND CASUALTY COMPANY S/LUCILLE M. NICKERSON Date Signature April 2, 1996 Lucille M. Nickerson Vice President and Corporate Secretary (Title) SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF AETNA LIFE AND CASUALTY All directors and executive officers are citizens of the United States of America unless otherwise noted. AETNA LIFE AND CASUALTY COMPANY Directors Residence or Principal Name Business Address Occupation Wallace Barnes 1875 Perkins Street Chairman of the Bristol, CT 06010 Board, Rohr Inc. Ronald E. Compton Aetna Life and Chairman and Casualty Company President 151 Farmington Ave. Aetna Life and Hartford, CT 06156 Casualty Company William H. Donaldson Donald Enterprises, Co-founder and Inc. Senior Advisor 375 Park Avenue Donaldson Lufkin New York, NY 10017 & Jenrette, Inc. Chairman Donaldson Enterprises, Inc. Barbara Hackman Franklin Barbara Franklin President and Enterprises Chief Executive 2600 Virginia Ave. NW Officer Washington, DC 20037 Barbara Franklin Enterprises Earl G. Graves Earl G. Graves, Ltd. Chairman and 130 Fifth Avenue Chief Executive New York, NY 10011 Officer Earl G. Graves Ltd. Gerald Greenwald UAL Corporation Chairman and 1200 E.Algonquin Rd. Chief Executive Officer Elk Grove Village, UAL Corporation Illinois 60007 Ellen M. Hancock National Semiconductor Executive Vice Corporation President and 1090 Kifer Road Chief Operating Sunnyvale, CA 94086 Officer National Semiconductor Corporation Michael H. Jordan Westinghouse Electric Chairman and Corporation Chief Executive Westinghouse Building Officer 11 Stanwix Street Westinghouse Pittsburgh, PA 15222 Electric Corporation Jack D. Kuehler P.O. Box 11130 Retired Vice Telluride, CO 81435 Chairman International Business Machines Corporation Frank R. O'Keefe, Jr. John's Island Retired Chairman, Vero Beach, FL 32963 President and Chief Executive Officer Armtek Corporation Judith Rodin University of President Pennsylvania University of 121 College Hall Pennsylvania Philadelphia, PA 19104 Executive Officers Residence or Name Business Address Principal Occupation (all with Aetna Life and Casualty Company) Zoe Baird Aetna Life and Senior Vice Casualty Company President and 151 Farmington Avenue General Counsel Hartford, CT 06156 Gary G. Benanav Aetna Life and Executive Vice Casualty Company President, 151 Farmington Avenue Property Casualty Hartford, CT 06156 J. Roger Bolton Aetna Life and Senior Vice President Casualty Company Corporate 151 Farmington Avenue Communications Hartford, CT 06156 Robert E. Broatch Aetna Life and Senior Vice President Casualty Company Finance 151 Farmington Avenue Hartford, CT 06156 Mary Ann Champlin Aetna Life and Senior Vice President Casualty Company Aetna Human Resources 151 Farmington Avenue Hartford, CT 06156 Ronald E. Compton Aetna Life and Chairman and President Casualty Company 151 Farmington Avenue Hartford, CT 06156 Daniel P. Kearney Aetna Life and Executive Vice Casualty Company President, 151 Farmington Ave. Investments/Financial Hartford, CT 06156 Services James W. McLane Aetna Life and Executive Vice Casualty Company President, 151 Farmington Avenue Health/Group Life Hartford, CT 06156 Vanda B. McMurtry Aetna Life and Senior Vice President 151 Farmington Avenue Federal Government Hartford, CT 06156 Relations Robert J. Price Aetna Life and Vice President and Casualty Company Corporate Controller 151 Farmington Avenue Hartford, CT 06156 SCHEDULE B *: Reporting Person **:Executive Officer or Director of Reporting Person ***: Less than .05% of outstanding shares Figures given in the table represent numbers of shares. Name Sole Power to Shared Power to Vote and Vote to Direct and to Direct Disposition Disposition Aetna Life and Casualty Company* 693,009 - - Gary G. Benanav*** 300 - - Daniel Kearney*** 500 THE AETNA CASUALTY AND SURETY COMPANY Directors Residence or Name Business Address Principal Occupation Wallace Barnes 1875 Perkins Street Chairman of the Board Bristol, CT 06010 Rohr Inc. Ronald E. Compton Aetna Life and President and Chief Casualty Company Executive Officer, 151 Farmington Avenue Aetna Life and Casualty Hartford, CT 06156 Company William H. Donaldson Donald Enterprises, Inc. Co-founder and 375 Park Avenue Senior Advisor New York, NY 10017 Donaldson Lufkin & Jenrette, Chairman Donaldson Enterprises, Inc. Barbara Hackman Franklin Barbara Franklin President and Enterprises Chief Executive Officer 2600 Virginia Avenue, NW Barbara Franklin Washington, DC 20037 Enterprises Earl G. Graves Earl G. Graves, Ltd. Chairman and 130 Fifth Avenue Chief Executive Officer New York, NY 10011 Earl G. Graves Ltd. Gerald Greenwald UAL Corporation Chairman and 1200 East Algonquin Road Chief Executive Officer Elk Grove Village, IL 60007 UAL Corporation Ellen M. Hancock National Semiconductor Executive Vice Corporation President and 1090 Kifer Road Chief Operating Officer Sunnyvale, CA 94086 National Semiconductor Corporation Michael H. Jordan Westinghouse Electric Chairman and Chief Corporation Executive Officer Westinghouse Building Westinghouse Electric 11 Stanwix Street Corporation Pittsburgh, PA 15222 Jack D. Kuehler P.O. Box 11130 Retired Vice Chairman Telluride, CO 81435 International Business Machines Corporation Frank R. O'Keefe, Jr. John's Island Retired Chairman Vero Beach, FL 32963 President and Chief Executive Officer Armtek Corporation Judith Rodin University of Pennsylavnia President 121 College Hall University of Philadelphia, PA 19104 Pennsylvania Executive Officers Residence or Name Business Address Principal Occupation (all with Aetna Life and Casualty Company) Zoe Baird Aetna Life and Senior Vice President Casualty Company and General Counsel 151 Farmington Avenue Hartford, CT 06156 Gary G. Benanav Aetna Life and Executive Vice President Casualty Company Property Casualty 151 Farmington Avenue Hartford, CT 06156 J. Roger Bolton Aetna Life and Senior Vice President Casualty Company Corporate Communications 151 Farmington Avenue Hartford, CT 06156 Robert E. Broatch Aetna Life and Senior Vice President Casualty Company Finance 151 Farmington Avenue Hartford, CT 06156 Mary Ann Champlin Aetna Life and Senior Vice President Casualty Company Aetna Human Resources 151 Farmington Avenue Hartford, CT 06156 Ronald E. Compton Aetna Life and Chairman and President Casualty Company 151 Farmington Avenue Hartford, CT 06156 Daniel P. Kearney Aetna Life and Executive Vice President Casualty Company Investments/Financial 151 Farmington Avenue Hartford, CT 06156 James W. McLane Aetna Life and Executive Vice President Casualty Company Health/Group Life 151 Farmington Avenue Hartford, CT 06156 Vanda B. McMurtry Aetna Life and Senior Vice President Casualty Company Federal Government 151 Farmington Avenue Relations Hartford, CT 06156 Robert J. Price Aetna Life and Vice President Casualty Company and Corporate Controller 151 Farmington Avenue Hartford, CT 06156 -----END PRIVACY-ENHANCED MESSAGE-----