-----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, Lw6wbLvbog7gdye96aPhsAfss1m3I6kV++l68pEFrmRXCpzGzHa4NGCpvz3oYe5N Y3wobpZ9SXgjwvzeq6YgDA== 0000950130-99-001311.txt : 19990310 0000950130-99-001311.hdr.sgml : 19990310 ACCESSION NUMBER: 0000950130-99-001311 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990309 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-68817 FILM NUMBER: 99561044 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 S-3/A 1 AMENDMENT NO. 4 TO FORM S-3 As filed with the Securities and Exchange Commission on March 9, 1999 Registration No. 333-68817 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- MBIA INC. (Exact name of registrant as specified in its charter) Connecticut 113 King Street 06-1185706 (State or other Armonk, New York 10504 (IRS Employer jurisdiction of (914) 273-4545 Identification No.) incorporation or organization) (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------- Louis G. Lenzi, Esq. General Counsel and Corporate Secretary MBIA INC. 113 King Street Armonk, New York 10504 (914) 273-4545 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Copies to: ANDREW L. SOMMER, ESQ. DEBEVOISE & PLIMPTON 875 Third Avenue New York, New York 10022 ---------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors. ---------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ---------------- The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(A) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(A), may determine. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PROSPECTUS 38,072 Shares MBIA INC. Common Stock -------------------------------------------------- These shares of common stock are being offered for sale by The Austin Living Trust and by Allen W. Charkow. See "Selling Stockholders". Our common stock is listed on the New York Stock Exchange under the symbol "MBI". On March 8, 1999, the closing price of the common stock on the NYSE was $63 7/16. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities have not been approved or disapproved by the commissioner of insurance for the state of North Carolina, nor has the commissioner ruled upon the accuracy or adequacy of this document. -------------------------------------------------- The Date of this Prospectus is , 1999 TABLE OF CONTENTS
Page ---- The Company................................................................ 2 Where you can find more Information........................................ 2 Documents Incorporated by Reference........................................ 2 Use of Proceeds............................................................ 3 Selling Stockholders....................................................... 3 Plan of Distribution....................................................... 3 Legal Matters.............................................................. 4 Experts.................................................................... 4
THE COMPANY MBIA Inc. provides: .financial guarantee insurance; .investment management services; and .related financial services. We write financial guarantee insurance throughout the world for municipalities and financial institutions. Financial guarantee insurance provides an unconditional and irrevocable guarantee of the payment of principal of and interest when due on obligations issued by governmental entities and those backed by mortgages and other assets. All MBIA-issued obligations are rated AAA by Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, Inc. and Fitch IBCA, Inc., and Aaa by Moody's Investors Service, Inc., the highest ratings these agencies assign. Our investment management subsidiaries provide services to municipal clients and private institutions and manage the investment portfolios of MBIA's insurance operations. These services include: .cash management; .municipal investment agreements; and .discretionary asset management. Our subsidiaries also provide services to public sector clients, including state and local governments, municipalities, colleges and universities. These services include: .purchase and administrative services; .tax audit, discovery and compliance; .bond administration services; and .analysis and information services. Our executive offices are located at 113 King Street, Armonk, New York 10504. The telephone number is (914) 273-4545. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The selling security holders are offering to sell, and seeking offers to buy, shares of MBIA Inc. common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should call 1-800-SEC-0330 for more information on the public reference room. The SEC maintains an internet site at http://www.sec.gov where certain information regarding issuers may be found. This prospectus is part of a registration statement that we filed with the SEC (Registration No. 333-68817). The registration statement contains more information than this prospectus regarding MBIA Inc. and its common stock, including certain exhibits and schedules. You can get a copy of the registration statement from the SEC at the address listed above or from its internet site. DOCUMENTS INCORPORATED BY REFERENCE The SEC allows us to "incorporate" into this prospectus information we file with the SEC in other documents. This means that we 2 can disclose important information to you by referring to other documents that contain that information. The information may include documents filed after the date of this prospectus which update and supersede the information you read in this prospectus. We incorporate by reference the documents listed below, except to the extent information in those documents is different from the information contained in this prospectus, and all future documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we terminate the offering of these shares. (1) Our annual report on Form 10-K for the year ended December 31, 1997. (2) Our quarterly report on Form 10-Q for the quarters ending March 31, 1998, June 31, 1998 and September 31, 1998. (3) The description of common stock contained in our registration statement on Form 8-A filed with the SEC on June 15, 1987, as amended by the Form 8-A filed with the SEC on December 31, 1991, by the Form 8-A filed with the SEC on October 27, 1994 and by the Form 8-A filed with the SEC on May 29, 1998. (4) Our current reports on Form 8-K filed with the SEC on November 19, 1997, January 16, 1998, February 20, 1998, September 24, 1998 and November 4, 1998. You may request a copy of these documents, at no cost, by contacting: MBIA Inc. 113 King Street Armonk, New York 10504 Attention: Louis G. Lenzi, Esq. Telephone: (914) 273-4545 ---------------- USE OF PROCEEDS We will not receive any of the proceeds from the sale of these shares by the selling stockholders. SELLING STOCKHOLDERS The following table identifies the selling stockholders, the number of outstanding shares of common stock each selling stockholder owns, calculated as of December 9, 1998, the maximum number of shares of common stock each selling stockholder is offering and the number of shares of common stock each selling stockholder will own after completion of this offering.
Shares Shares to be Beneficially Owned Owned After Prior Completion Selling to the Shares of the Stockholder Offering Offered Offering - ----------- ------------ ------- ---------- The Austin Living Trust......................... 19,036 19,036 0 Allen W. Charkow................................ 19,036 19,036 0 ------ ------ --- Total......................................... 38,072 38,072 0 ====== ====== ===
Each of the selling stockholders received the shares of common stock in connection with the acquisition of Municipal Resource Consultants by MBIA. None of the selling stockholders has held any position or office or otherwise had a material relationship with MBIA within the past three years other than as a result of owning shares of common stock. PLAN OF DISTRIBUTION The selling stockholders or their pledgees, donees, transferees or other successors in interest may distribute these shares from time to time: . in one or more transactions (which may be block transactions); . on the NYSE; . in special offerings; . in exchange distributions or secondary distributions in accordance with the rules of the NYSE; . in the over-the-counter market; . in negotiated transactions; or . through the writing of options on shares (whether such options are listed on an options exchange or otherwise) or a combination of these methods of sale, at market prices prevailing at the time of sale, 3 at prices related to such prevailing market prices or at negotiated prices. The selling stockholders or their successors in interest may also sell these shares short or deliver these shares to close out short positions. The selling stockholders or their successors in interest may effect these transactions through broker-dealers, and the broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders and/or purchasers of shares for whom they may act as agent. This compensation may be in excess of customary commissions. The selling stockholders or their successors in interest and broker-dealers that participate with them in the distribution of these shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by them and any profit on the resale of these shares may be deemed to be underwriting compensation. The selling stockholders may sell any or a portion of these shares, and may transfer or gift these shares by other means, including, pursuant to Rule 144 under the Securities Act. MBIA can suspend the use of this prospectus in connection with sales of these shares if MBIA has pending material undisclosed corporate developments or if sales would violate securities laws. Expenses of preparing and filing the registration statement and all post-effective amendments will be paid by MBIA. LEGAL MATTERS Certain legal matters with respect to the legality of these securities will be passed upon for MBIA by Day, Berry & Howard LLP, CityPlace, Hartford, Connecticut 06103. EXPERTS The restated consolidated financial statements, included in our Form 8-K, dated September 24, 1998, and incorporated by reference in this prospectus, as of December 31, 1997 and December 31, 1996 and for the years ended December 31, 1997, December 31, 1996 and December 31, 1995 have been audited by PricewaterhouseCoopers LLP, independent accountants, as set forth in their report dated September 21, 1998 included in the consolidated financial statements and incorporated in this prospectus by reference. Such restated consolidated financial statements are incorporated in this prospectus by reference in reliance upon such report given the authority of such firm as experts in accounting and auditing. 4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 38,072 Shares MBIA INC. Common Stock ---------------- PROSPECTUS ---------------- , 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The following table sets forth the estimated expenses in connection with the issuance and distribution of the Securities being registered: Registration Fee.................................................. $ 674.73 Printing.......................................................... 10,000.00 Accounting Fees................................................... 5,000.00 Legal Fees........................................................ 15,000.00 Miscellaneous..................................................... 1,325.27 ---------- TOTAL........................................................... $32,000.00 ==========
Item 15. Indemnification of Officers and Directors. The Company was incorporated under the laws of the State of Connecticut in 1986. Section 33-771 of the Connecticut Business Corporation Act (the "CBCA") states that, unless its certificate of incorporation otherwise provides, a Corporation formed under Connecticut law prior to January 1, 1997 shall indemnify under Sections 33-770 to 33-778, inclusive, as amended, a director to the same extent the corporation is permitted to provide the same to a director pursuant to Section 33-771(a)(1), (b), (c) and (d). The obligation to indemnify is subject to certain limitations set forth in Section 33-775 of the CBCA, which require a determination in each case, in the manner set forth in Section 33-775, that indemnification of the director is permissible and authorized. Under Section 33-774 of the CBCA, a director may also apply to a court of competent jurisdiction for indemnification. Section 33-776(d) of the CBCA provides that a corporation incorporated under Connecticut law prior to January 1, 1997 shall also indemnify each of its officers who is not a director to the same extent as the corporation is permitted to provide the same to a director under Section 33-771(a)(1), (b), (c) and (d), as limited by Section 33-775. The general counsel or other officers specified by the Board of Directors may make the determination required by Section 33-775, in addition to the persons specified in that Section. In general, Section 33-771 provides that a corporation may indemnify an individual made a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) he conducted himself in good faith; (B) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (C) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation as authorized by Section 33-636(b)(5) of the CBCA. Sections 33-772 and 33-773 of the CBCA require or permit a corporation, in certain circumstances and subject to certain limitations set forth therein, to also indemnify or make advances to a director against reasonable expenses incurred in such a proceeding. Section 33-771(d) provides that, unless ordered by a court, a corporation may not indemnify a director (1) in connection with a proceeding by or in the right of the corporation except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under 33-771 (a); or (2) in connection with any proceeding with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled whether or not involving action in his official capacity. The Company has purchased insurance providing officers and directors of the Company (and their heirs and other legal representatives) coverage against certain liabilities arising from any negligent act, error, omission or breach of duty claimed against them solely by reason of their being such officers and directors, and providing II-1 coverage for the Company against its obligation to provide indemnification as required by the above-described statutes and the Amended and Restated Certificate of Incorporation. The insurance policy has a $50 million aggregate policy limit for any loss or losses during the policy year. The Amended and Restated Shareholders' Agreement among the Company and its Founding Shareholders provides for indemnification of the shareholders that are parties thereto under certain circumstances (filed as Exhibit 10.30 to the Company's Registration Statement on Form S-1 (Registration No. 33-14474)). Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits 4. Instruments Defining the Rights of Security Holders. 4.01. Specimen stock certificates representing shares of Common Stock, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, filed with the Commission on May 21, 1987 (Registration No. 33-14474). 4.02. Rights Agreement, dated as of December 12, 1991, between the Company and Mellon Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 1 to the Form 8-A and the Current Report on Form 8-K, filed with the Commission December 31, 1991, as amended by Amendment No. 1 to the Rights Agreement, incorporated by reference to Exhibit 1 to the Form 8-A and the Current Report on Form 8-K, filed with the Commission on October 27, 1994. 5. Opinions as to Validity. 5.01. Opinion of Day, Berry & Howard LLP. 23. Consents of Experts and Counsel. 23.01. Consent of PricewaterhouseCoopers LLP. 23.02. Consent of Day, Berry & Howard LLP (contained in Exhibit 5.01). 24. Powers of Attorney. 24.01. Powers of Attorney, incorporated by reference to Exhibit 24.01 to the Registration Statement on Form S-3, filed with the Commission on July 28, 1998 (Registration No. 333-60039).
Item 17. Undertakings. (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-2 (c) Rule 415 Offering Each undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by such registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Armonk, New York, on March 9, 1999. MBIA Inc. (Registrant) /s/ Joseph W. Brown, Jr. By: _________________________________ Joseph W. Brown, Jr. Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Joseph W. Brown, Jr. Chief Executive Officer March 9, 1999 ______________________________________ and Director (principal Joseph W. Brown, Jr. executive officer) /s/ Richard L. Weill Vice Chairman and Director March 9, 1999 ______________________________________ Richard L. Weill /s/ Neil G. Budnick Executive Vice President, March 9, 1999 ______________________________________ Chief Financial Officer Neil G. Budnick and Treasurer (principal financial officer) /s/ Elizabeth B. Sullivan Vice President and March 9, 1999 ______________________________________ Controller (principal Elizabeth B. Sullivan accounting officer) * Director March 9, 1999 ______________________________________ David H. Elliott * Director March 9, 1999 ______________________________________ David C. Clapp * Director March 9, 1999 ______________________________________ Claire L. Gaudiani * Director March 9, 1999 ______________________________________ William H. Gray, III
II-4
Signature Title Date --------- ----- ---- * Director March 9, 1999 ______________________________________ Freda S. Johnson * Director March 9, 1999 ______________________________________ Daniel P. Kearney * Director March 9, 1999 ______________________________________ James A. Lebenthal * Director March 9, 1999 ______________________________________ Pierre-Henri Richard * Director March 9, 1999 ______________________________________ John A. Rolls /s/ Louis G. Lenzi March 9, 1999 *By: _________________________________ Louis G. Lenzi Attorney-in-Fact
II-5 EXHIBIT INDEX 4.01. Specimen stock certificates representing shares of Common Stock, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, filed with the Commission on May 21, 1987 (Registration No. 33-14474). 4.02. Rights Agreement, dated as of December 12, 1991, between the Company and Mellon Bank, N.A., as Rights Agent, incorporated by reference to Exhibit 1 to the Form 8-A and the Current Report on Form 8-K, filed with the Commission December 31, 1991, as amended by Amendment No. 1 to the Rights Agreement, incorporated by reference to Exhibit 1 to the Form 8-A and the Current Report on Form 8-K, filed with the Commission on October 27, 1994. 5.01. Opinion of Day, Berry & Howard LLP.* 23.01. Consent of PricewaterhouseCoopers LLP. 23.02. Consent of Day, Berry & Howard LLP (contained in Exhibit 5.01).* 24.01. Powers of Attorney, incorporated by reference to Exhibit 24.01 to the Registration Statement on Form S-3, filed with the Commission on July 28, 1998 (Registration No. 333-60039).
- -------- * Previously filed. EX-23.01 2 CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.01 PRICEWATERHOUSECOOPERS [LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 1301 Avenue of the Americas New York, NY 10019-6013 Telephone (212) 259 1000 Facsimile (212) 259 1301 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of MBIA Inc. on Form S-3, dated March 9, 1999 of our report dated September 21, 1998, on our audits of the restated consolidated financial statements of MBIA Inc. and Subsidiaries as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997. We also consent to the reference to our firm under the caption "Experts". /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP March 9, 1999 -----END PRIVACY-ENHANCED MESSAGE-----