-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OmCbvFPuyVapKtVsVf+bAJwnb6+zJam2tz3LZPRmXorA6ApcAee5p2mZu5WJmJ5G JHcFyWjMc3wb+RDkaUOKAg== 0000950109-94-001935.txt : 19941028 0000950109-94-001935.hdr.sgml : 19941028 ACCESSION NUMBER: 0000950109-94-001935 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941027 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941027 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MBIA INC CENTRAL INDEX KEY: 0000814585 STANDARD INDUSTRIAL CLASSIFICATION: 6351 IRS NUMBER: 061185706 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 94555466 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 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 _______________________ Date of Report: October 27, 1994 Date of Earliest Event Reported: October 24, 1994 MBIA Inc. ------------------------------------------ (Exact name of registrant as specified in its charter)
Connecticut 1-9583 06-1185706 - ------------------------------ ----------- ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of organization) File Number) Identification No.)
113 King Street Armonk, New York 10504 -------------------------------- ---------- (Address of principal executive offices) (Zip Code) (914) 273-4545 -------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events ------------ On October 24, 1994 MBIA Inc. (the "Company") entered into an Amendment to Rights Agreement (the "Amendment"), which amended the Rights Agreement, dated as of December 12, 1991, (the "Rights Agreement"), between the Company and Mellon Bank, N.A., as Rights Agent. The Amendment provides for certain technical revisions to the Rights Agreement. The Rights Agreement, as so amended, provides that in the event that any person who would otherwise be an "Acquiring Person" (that is, any person that is the beneficial owner, as defined in the Rights Agreement, of 10% or more of the outstanding Common Shares (as defined in the Rights Agreement)), has become such inadvertently (including, without limitation, because (i) such person was - unaware that it beneficially owned 10% or more of the Common Shares or (ii) -- such person was aware of the extent of such beneficial ownership but such person acquired beneficial ownership of such Common Shares without the intention to change or influence the control of the Company and without actual knowledge of the consequences of such beneficial ownership under the Rights Agreement), as determined in good faith by the Company's Board of Directors, and such person, as promptly as practicable, divests itself of a sufficient number of Common Shares to bring its ownership below the 10% threshold, such person will not be, or will not have been, deemed to be an Acquiring Person. The Amendment further modifies the definition of Shares Acquisition Date to mean the first date of public announcement by the Company that an Acquiring Person has become such. The Amendment also provides that the Company's Board of Directors may (a) redeem the Rights (as defined in the - Rights Agreement) at any time prior to the earlier of (i) ten business days - following the Shares Acquisition Date or (ii) December 12, 2001 and (b) amend -- - the Rights Agreement at any time prior to the Shares Acquisition Date. The Amendment also makes certain conforming changes to the provisions described above. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 1 and is incorporated herein by reference. Page 2 of 5 Item 7. Exhibits -------- 1 Amendment to Rights Agreement, dated as of October 24, 1994, between MBIA Inc. and Mellon Bank, N.A., as Rights Agent. 2 Summary of Rights to Purchase Preferred Shares. Page 3 of 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, who is duly authorized. MBIA INC. /s/ Louis G. Lenzi Dated: October 25, 1994 By:___________________________ Name: Louis G. Lenzi Title: Secretary Page 4 of 5 Exhibit Index -------------
Exhibit No. Description Page ----------- ----------- ---- 1 Amendment to Rights Agreement, dated as of October 24, 1994, between MBIA Inc. and Mellon Bank, N.A., as Rights Agent 2 Summary of Rights to Purchase Preferred Shares.
Page 5 of 5 EX-1 2 AMEND. TO RIGHTS AGREEMENT AMENDMENT TO RIGHTS AGREEMENT ----------------------------- AMENDMENT, dated as of October 24, 1994, to the Rights Agreement, dated as of December 12, 1991 (the "Rights Agreement"), between MBIA INC., a Connecticut corporation (the "Company") and MELLON BANK, N.A., a national banking association, as rights agent (the "Rights Agent"). Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof. All acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and preformed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent. In consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows: 1. Section 1(a) of the Rights Agreement is hereby modified and amended by adding the following sentence to the end thereof: Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person", as defined pursuant to the foregoing provisions of this Section 1(a), has become such inadvertently (including, without limitation, because (i) such Person was unaware that it Beneficially Owned 10% or more - of the Common Shares of the Company or (ii) such Person was aware of the -- extent of such Beneficial Ownership but such Person acquired Beneficial Ownership of such shares of Common Shares without the intention to change or influence the control of the Company and without actual knowledge of the consequences of such Beneficial Ownership under this Rights Agreement), and such Person divests itself as promptly as practicable of a sufficient number of shares of Common Shares so that such Person would no longer be an "Acquiring Person", as defined pursuant to the foregoing provisions of this Section 1(a), then such Person shall not be deemed to be, or have been, an "Acquiring Person" for any purpose of this Agreement, and no Shares Acquisition Date shall be deemed to have occurred. All questions as to whether a Person who would otherwise be an Acquiring Person has become such inadvertently shall be determined in good faith by the Board of Directors of the Company, which determination shall be conclusive. 2. Section 1(d)(ii)(B) of the Rights Agreement is hereby modified and amended to read in its entirety: (B) securities issuable upon exercise of Rights at any time prior to - the occurrence of either a Section 11(a)(ii) Event or a Section 13 Event, or (C) securities issuable upon exercise of Rights from and after the - occurrence of a Section 11(a)(ii) Event or a Section 13 Event which Rights were acquired by such Person or any of such Person's Affiliates or Associates prior to the Distribution Date or pursuant to Section (3)(a) or Section 22 hereof (the "Original Rights") or pursuant to Section 11(i) hereof in connection with an adjustment made with respect to any Original Rights; or 3. Section 1(ee) of the Rights Agreement is hereby modified and amended to read in its entirety: 2 (ee) "Shares Acquisition Date" shall mean the first date of public announcement by the Company that an Acquiring Person has become such. 4. Section 23(a) of the Rights Agreement is hereby modified and amended to read in its entirety: (a) The Board of Directors may, at its option, at any time prior to the earlier of (x) the Close of Business on the tenth Business Day - following the Shares Acquisition Date or (y) the Close of Business on the - Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption under this Section 23(a) has expired. The Board of Directors of the Company, may, at its discretion, at any time prior to the Shares Acquisition Date, extend the time within which to redeem the then outstanding Rights prior to their exercise. The redemption of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption price in cash, Common Shares (based on the Current Market Price of the Common Shares at the time of redemption) or any other form of consideration deemed appropriate by the Board of Directors of the Company. 5. Section 27 of the Rights Agreement is hereby modified and amended by revising the first two sentences thereof to read as follows: The Company may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company so directs, from time to time supplement or amend this Agreement in any respect whatsoever (including, without limitation, any extension of the period in which the 3 Rights may be redeemed) at any time prior to the Shares Acquisition Date, without the approval of the any holders of certificates representing Common Shares or, after the Distribution Date, of Right Certificates. From and after the Shares Acquisition Date, the Company may, by resolution of its Board of Directors, and the Rights Agent shall, if the Company so directs, supplement or amend this Agreement without the approval of any holders of certificates representing shares of Common Shares or of Right Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any - -- provision contained herein which may be defective or inconsistent with any other provisions herein, or (iii) to change or supplement or make any other --- provisions in regard to matters or questions arising hereunder which the Company and the Rights Agent may deem necessary or desirable, which shall not adversely affect the interests of holders of Right Certificates or, prior to the Distribution Date, of Common Shares (other than an Acquiring Person or an Affiliate or Associate of any such Person). 6. This Amendment to the Rights Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 7. This Amendment to the Rights Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument. Terms not defined herein shall, unless the context otherwise requires, have the meanings assigned to such terms in the Rights Agreement. 4 8. In all respects not inconsistent with the terms and provisions of this Amendment to the Rights Agreement, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Amendment, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. 9. If any term, provision, covenant or restriction of this Amendment to the Rights Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment to the Rights Agreement, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date and year first above written. Attest: MBIA, INC. By /s/ Wendy Mirosek By /s/ Louis G. Lenzi ------------------------ --------------------- Attest: MELLON BANK, N.A. By /s/ Cynthia Hall Finn By /s/ Paul Buckbaum ------------------------ --------------------- 6 EX-2 3 SUMMARY OF RIGHTS TO PURCHASE MBIA INC. SUMMARY OF SHAREHOLDERS' RIGHTS PLAN On December 12, 1991, the Board of Directors of MBIA Inc. (the "Company") declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of Common Stock, par value $1.00 per share (the "Common Shares"), of the Company. The dividend was paid on March 30, 1992 to the shareholders of record on March 16, 1992. On May 12, 1994, the Board of Directors amended the terms of the Rights. The following is a summary of the terms of the Rights, as amended. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a Junior Participating Cumulative Preferred Share, $1.00 par value per share, of the Company (the "Preferred Shares"), at a price of $160.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, as of December 12, 1991 as amended as of October 24, 1994 (as so amended, the "Rights Agreement"), between the Company and Mellon Securities Trust Co., as Rights Agent (the "Rights Agent"). The Rights are attached to all Common Share certificates representing shares then outstanding, and no separate certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Shares and a "Distribution Date" will occur upon the earlier to occur of (i) ten business days following the time (the "Shares Acquisition Date") of a - public announcement by the Company that (except as provided below) a person or group of affiliated or associated persons (a "Person") acquired, or obtained the right to acquire, beneficial ownership (as defined in the Rights Agreement) of 10% or more of the outstanding Common Shares of the Company (such Person, an "Acquiring Person") and (ii) ten business days (or such specified or unspecified -- later date as may be determined by action of the Board of Directors) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 10% or more of the outstanding Common Shares. Notwithstanding the foregoing, in the event that any Person who would otherwise be an "Acquiring Person" has become such inadvertently (including, without limitation, because (i) such Person was - unaware that it benefi- cially owned 10% or more of the Common Shares or (ii) such Person was aware of -- the extent of such beneficial ownership but such Person acquired beneficial ownership of such Common Shares without the intention to change or influence the control of the Company and without actual knowledge of the consequences of such beneficial ownership under the Rights Agreement), as determined in good faith by the Board of Directors, and such Person, as promptly as practicable, divests itself of a sufficient number of Common Shares to bring its ownership below the 10% threshold, such Person will not be deemed to be an Acquiring Person. The Rights Agreement provides that, until the Distribution Date, (i) - the Rights will be transferred with and only with the Common Shares, (ii) new -- Common Share certificates issued after March 16, 1992, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common --- Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, only Common Shares issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on December 12, 2001, unless earlier redeemed by the Company as described below. In the event that, after the Shares Acquisition Date, the Company is acquired in a merger or other business combination transaction (except transactions described in clause (i) of the next succeeding paragraph or certain mergers which follow an offer described in clause (iii) of the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. 2 If at any time following the Distribution Date, (i) the Company is the - surviving corporation in a merger and its Common Shares are not changed or exchanged, or (ii) an Acquiring Person has acquired beneficial ownership of 10% -- or more of the Common Shares (except pursuant to a tender offer for all outstanding Common Shares determined to be at a fair price and otherwise in the best interests of the Company and its shareholders by a majority of the Outside Directors), proper provision shall be made so that each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Common Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. However, Rights are not exercisable following the occurrence of the events set forth above until such time as the Rights are no longer redeemable by the Company as set forth below. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock - dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or -- warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued and, in lieu 3 thereof, an adjustment will be made based on the market price of the Preferred Shares on the last trading date prior to the date of exercise. At any time prior to the earlier of (i) ten business days following - the Shares Acquisition Date or (ii) December 12, 2001, the Board of Directors -- may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the rights will terminate and the only right of the holders of Rights will be to receive the $.01 Redemption Price. At any time after a person becomes an Acquiring Person any prior to the acquisition by such Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights beneficially owned by such Person which have become void), in whole or part, at an exchange ratio of one Common Share per Right (subject to adjustment). Each Preferred Share purchasable upon exercise of the Rights will have a minimum preferential dividend of $100 per year, but will be entitled to receive, in the aggregate, a dividend of 100 times the dividend declared on the Common Shares. In the event of liquidation, the holders of the Preferred Shares will be entitled to receive a minimum liquidation payment of $100 per share, but will be entitled to receive an aggregate liquidation payment equal to 100 times the payment made per Common Share. Each Preferred Share will have one hundred votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount and type of consideration received per Common Share. The rights of the Preferred Shares as to dividends and liquidation, and in the event of mergers and consolidations, are protected by anti-dilution provisions. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, other than rights resulting from such holder's ownership of Common Shares, including, without limitation, the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to shareholders or to the company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Shares (or other consideration) of 4 the Company or for common stock of the acquiring company as set forth above. Any of the provisions of the Rights Agreement may be amended by the Board of Directors prior to the Shares Acquisition Date without the approval of the holders of Rights. After such time, the provisions of the Rights Agreement may be amended by the Board of Directors in order to cure any ambiguity, to correct or supplement defective or inconsistent provisions, or to make changes which do not adversely affect the interests of the holders of Rights (excluding the interests of any Acquiring Person). A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A on December 31, 1991. A copy of the amendment dated as of October 24, 1994 has been filed with the Securities and Exchange Commission as an Exhibit to a Form 8-A/A dated October 26, 1994. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. 5 -----END PRIVACY-ENHANCED MESSAGE-----