-----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, VF/cj4sAWfbL5MMZWo69cXXw8xYmOhRyDhMssBXNQEL9KSB79qb5oM3rT8fnhmC2 chjGnxBU1BD2YQV1zYWkCQ== 0000950130-98-000801.txt : 19980223 0000950130-98-000801.hdr.sgml : 19980223 ACCESSION NUMBER: 0000950130-98-000801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980220 SROS: NYSE FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09583 FILM NUMBER: 98546506 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 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: February 20, 1998 Date of Earliest Event Reported: February 17, 1998 MBIA Inc. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Connecticut 1-9583 06-1185706 - ----------------- ---------------------- ------------------------------ (State of (Commission File Number) (IRS Employer Incorporation) Identification Number) 113 King Street, Armonk, New York 10504 - ----------------------------------------------- ----------------------------- (Address of principal executive offices) (Zip Code) (914) 273-4545 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Page 1 of 4 Items 1-4. Not Applicable. Item 5. Other Events ------------ On February 17, 1998, MBIA Inc., a Connecticut corporation ("MBIA"), and CapMAC Holdings Inc., a Delaware corporation ("CapMAC"), announced that they completed a merger of the two companies in a stock transaction valued at approximately $536 million. A copy of MBIA and CapMAC's joint press release dated February 17, 1998 is attached hereto as Exhibit 99 and is incorporated herein by reference. Item 6. Not Applicable. Item 7. Financial Statement and Exhibits (c) Exhibits. (99) Joint Press Release of MBIA Inc. and CapMAC Holdings Inc. dated February 17, 1998. Item 8. Not Applicable. Page 2 of 4 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 hereunto duly authorized. MBIA Inc. By: /s/ LOUIS G. LENZI --------------------------------- Name: Louis G. Lenzi Title: Secretary and General Counsel Date: February 20, 1998 Page 3 of 4 EXHIBIT INDEX
Exhibit No. Description - ------------- ---------------------------------------- (99) Joint Press Release of MBIA Inc. and CapMAC Holdings Inc. dated February 17, 1998.
Page 4 of 4 EX-99 2 JOINT PRESS RELEASE EXHIBIT 99 Contact: Michael Ballinger - MBIA FOR IMMEDIATE RELEASE (914) 765-3893 --------------------- Mary Bergo Vermylen - CapMAC (212) 891-6719 MBIA AND CAPMAC COMPLETE MERGER; - -------------------------------- CREATE PREMIER WORLDWIDE STRUCTURED FINANCE GUARANTOR - ----------------------------------------------------- ARMONK, N.Y., and NEW YORK, N.Y. - February 17, 1998 - MBIA Inc. (NYSE: MBI) and CapMAC Holdings Inc. (NYSE: KAP) jointly announced today that they have successfully completed their merger in a stock transaction valued at approximately $536 million. Under the merger terms, CapMAC Holdings Inc. shareholders will receive 0.46751 of a share of MBIA stock for each CapMAC share, or a total of 8,567,940 newly issued shares of MBIA common stock. The exchange ratio was determined by dividing $31 by the average closing price of MBIA common stock for the 15 trading days preceding the third trading day prior to the effective date of the merger. David H. Elliott, chairman and chief executive officer of MBIA Inc., said, "This merger strengthens our worldwide leadership position in the financial guarantee industry by improving our ability to serve the structured finance market. With a deeper analytical staff, larger capital base and broader array of products and services, MBIA will provide clients with unparalleled resources to meet their structured finance needs." John B. Caouette, chairman and chief executive officer of CapMAC Holdings Inc., was named president of the newly created MBIA Structured Finance Division. Commenting on the merger, Mr. Caouette said, "The merger provides the broad platform that will help us to continue to lead the growing global structured finance market. As the premier worldwide structured finance guarantor, we will concentrate on continuing to deliver creative value-added solutions for our clients, and will take advantage of the enormous opportunities in the structured finance markets over the next few years. We are extremely gratified by the support of CapMAC shareholders." Mr. Caouette will be responsible for the company's domestic mortgage- and asset- backed activities. Steven A. Campo and Ram D. Wertheim will co-direct the structured finance business and Ruth M. Whaley will head risk management of the new division. Mr. Caouette served as chairman and chief executive officer of CapMAC from its inception in 1987, as well as chairman and chief executive officer of Capital Markets Assurance Corporation, CapMAC Holdings' Triple-A-rated financial guarantee insurance subsidiary. Prior to founding CapMAC, Mr. Caouette was with Citicorp in a variety of capacities. He is a graduate of California State University in Long Beach and has an MBA from the University of California at Berkeley. Outstanding policies issued by CapMAC will continue to be outstanding and will also be backed by the full financial resources of MBIA Insurance Corporation. Moody's Investors Service, Standard & Poor's Rating Services and Fitch IBCA have each issued statements reaffirming MBIA's Triple-A claims-paying ratings. CapMAC Holdings Inc., through its subsidiaries, provides structured financial solutions; financial guarantee insurance of structured securities, primarily asset-backed securities; advisory and structuring services in connection with structured financings; investment management, and access to funding for its customers through third-party owned and managed securitization funding vehicles. Capital Markets Assurance Corporation (CapMAC), CapMAC Holdings' principal operating subsidiary, is a leading provider of financial guarantee insurance for structured securities, worldwide. CapMAC is rated Triple-A by Moody's Investors Service, Standard & Poor's Rating Services, Duff & Phelps Credit Rating Co. and Nippon Investors Service. CapMAC Holdings is the lead investor in 2 Asian Securitization & Infrastructure Assurance (Pte) Ltd (ASIA Ltd), Asia's first financial guarantee company. MBIA Inc., through its subsidiaries, is the world's preeminent financial guarantor and a leading provider of specialized financial services. MBIA provides innovative and cost-effective products and services that meet the credit enhancement, financial and investment needs of its public and private clients, domestically and internationally. MBIA Insurance Corporation has a claims-paying rating of Triple-A from Moody's Investors Service, Standard & Poor's Ratings Services and Fitch IBCA. Please visit MBIA's web site at http://www.mbia.com. # # # 3 -----END PRIVACY-ENHANCED MESSAGE-----