-----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, NUyoghQWBwdcxnROvqB+XVkyLYckaEZztjtdjGI4/c5jtswu8/UhC0tqee282Gio ZE4FhO7AVaJOkqvdOqFyOQ== 0001157523-09-003828.txt : 20090513 0001157523-09-003828.hdr.sgml : 20090513 20090513121910 ACCESSION NUMBER: 0001157523-09-003828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090513 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090513 DATE AS OF CHANGE: 20090513 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: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09821298 BUSINESS ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 914-273-4545 MAIL ADDRESS: STREET 1: 113 KING ST CITY: ARMONK STATE: NY ZIP: 10504 8-K 1 a5964077.htm MBIA INC. 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 (Date of earliest event reported): May 13, 2009 (May 13, 2009)

MBIA INC.
(Exact name of registrant as specified in its charter)

Connecticut

1-9583

06-1185706

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)


113 King Street,
Armonk, New York

10504

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:
914-273-4545

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 7.01.     REGULATION FD DISCLOSURE.

MBIA Inc. (“MBIA”) issued a press release on May 13, 2009. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

99.1   Press Release issued by MBIA Inc. dated May 13, 2009.


SIGNATURES

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/ Ram D. Wertheim

Ram D. Wertheim

Chief Legal Officer

 

Date:

May 13, 2009


EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated May 13, 2009

Exhibit 99.1        Press Release issued by MBIA Inc. dated May 13, 2009.

EX-99.1 2 a5964077ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

MBIA Inc. Announces Tender Offer for Perpetual Preferred Shares

ARMONK, N.Y.--(BUSINESS WIRE)--May 13, 2009--MBIA Inc. (the “Company”) (NYSE: MBI) announced today that it has commenced a tender offer for any and all of the outstanding Series A Perpetual Preferred Stock, Series B Perpetual Preferred Stock, Series C Perpetual Preferred Stock, Series D Perpetual Preferred Stock, Series E Perpetual Preferred Stock, Series F Perpetual Preferred Stock, Series G Perpetual Preferred Stock and Series H Perpetual Preferred Stock, in each case, with a par value of $1,000.00 per share and a liquidation preference of $100,000.00 per share (collectively, the “Preferred Shares”), issued by MBIA Insurance Corporation, a wholly owned subsidiary of the Company. In the tender offer, holders of Preferred Shares will have the opportunity to tender some or all of their Preferred Shares at a purchase price of $10,000.00 per Preferred Share, plus accrued but unpaid dividends, if any, up to, but not including, the date the Preferred Shares are purchased, net to the seller in cash and without interest.

The tender offer will expire at 5:00 P.M., New York City Time, on June 11, 2009, unless the tender offer is extended by the Company.

The tender offer is not contingent upon any minimum number of Preferred Shares being tendered or the availability of financing. It is subject to customary conditions for transactions of this type.

Holders of Preferred Shares who have any questions regarding the terms of the tender offer should contact the Dealer Manager, Deutsche Bank Securities, at (866) 627-0391 (U.S. Toll-free) or (212) 250-2955. Copies of the Offer to Purchase, the Letter of Transmittal or any related documents may be obtained from Global Bondholder Services Corporation, the Information Agent, at (866) 857-2200 (U.S. Toll-free).


THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE PREFERRED SHARES OR ANY OTHER SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE OF ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Forward-Looking Statements

This release contains statements about future results that may constitute forward-looking statements. Readers are cautioned that these statements are not guarantees of future performance. There are a variety of factors, many of which are beyond MBIA's control, which affect the operations, performance, business strategy and results and could cause its actual results to differ materially from the expectations and objectives expressed in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements include the important factors set forth in MBIA’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and MBIA’s other documents on file with the Securities and Exchange Commission. MBIA does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made. The reader should, however, consult any further disclosures MBIA may make in its future filings of its reports on Form 10-K, Form 10-Q and Form 8-K.

MBIA Inc., headquartered in Armonk, New York is a holding company whose subsidiaries provide financial guarantee insurance, fixed-income asset management, and other specialized financial services. The Company services its clients around the globe, with offices in New York, Denver, San Francisco, Paris, London, Madrid, Mexico City, Sydney and Tokyo. Please visit MBIA's Web site at www.mbia.com.

CONTACT:
MBIA, Media
Kevin Brown, +1-914-765-3648
Elizabeth James, +1-914-765-3889
or
MBIA, Investor Relations
Greg Diamond, +1-914-765-3190

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