-----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, UQI4zz7I7p6ByFe1C+JAA8jBKChmZVZl+EC4yFDiKZXWrBxwQtwS2FoUtRQV5lmO vWbscbw1bSRyP4TfdFiCaQ== 0001209191-09-014978.txt : 20090309 0001209191-09-014978.hdr.sgml : 20090309 20090309185316 ACCESSION NUMBER: 0001209191-09-014978 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090305 FILED AS OF DATE: 20090309 DATE AS OF CHANGE: 20090309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667408 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667401 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667403 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667402 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667404 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X LLC CENTRAL INDEX KEY: 0001414564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667405 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P. CENTRAL INDEX KEY: 0001451560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667407 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-9219 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus X, L.P. CENTRAL INDEX KEY: 0001414561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667406 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09583 FILM NUMBER: 09667409 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 c82284_4x1.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-03-05 0000814585 MBIA INC MBI 0001414565 Warburg Pincus Private Equity X, L.P. 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001451560 WARBURG PINCUS X PARTNERS, L.P. 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414561 Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414564 Warburg Pincus X LLC C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK NY NY 100173147 0 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $1.00 per share (?Common Stock?) 2009-03-05 4 P 0 828764 2.29 A 53151859 I By Voting Trust Common Stock 2009-03-06 4 P 0 1900000 2.48 A 55051859 I By Voting Trust Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with an affiliated limited partnership, "WP X"); Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each a "Reporting Person," and collectively, the "Warburg Pincus Reporting Persons") may be deemed to be the beneficial owner of the shares of Common Stock held by WP X and the warrants exercisable for shares of Common Stock held by WP X. Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock or any of the warrants exercisable for Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock and the warrants exercisable for Common Stock, except to the extent of its or his pecuniary interest in such shares of Common Stock or such warrants exercisable for Common Stock. WP X is the holder of 55,051,859 shares of Common Stock and warrants currently exercisable for 11,502,704 shares of Common Stock at an exercise price of $30.25 per share (8,755,499 of which warrants were previously immediately exercisable, but as a result of receipt of MBIA shareholders approval on May 1, 2008, such warrants are currently exercisable for 11,502,704 shares of Common Stock) (subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions). 9,951,760 shares of Common Stock are held in a voting trust under the terms of the Voting Trust Agreement by and among WP X, MBIA Inc., and U.S. Bank National Association, dated as of January 30, 2008, and 18,105,826 shares of Common Stock are held in a voting trust under the terms of the Voting Trust II Agreement by and among WP X, MBIA Inc., and U.S. Bank National Association, dated as of February 13, 2008. See signatures of Warburg Pincus Reporting Persons attached as Exhibit 99.1 2009-03-09 EX-99.1 2 c82284_99x1.htm ADDITIONAL EXHIBITS Exhibit 99.1

EXHIBIT 99.1

SIGNATURES OF REPORTING PERSONS

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Form 4 is true, complete and correct.

March 9, 2009

WARBURG PINCUS PRIVATE EQUITY X, L.P.

By:      Warburg Pincus X, L.P., its general partner

By:      Warburg Pincus X LLC, its general partner

By:      Warburg Pincus Partners, LLC, its sole member

By:      Warburg Pincus & Co., its managing member

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Partner

WARBURG PINCUS X PARTNERS, L.P.

By:      Warburg Pincus X, L.P., its general partner

By:      Warburg Pincus X LLC, its general partner

By:      Warburg Pincus Partners, LLC, its sole member

By:      Warburg Pincus & Co., its managing member

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Partner

WARBURG PINCUS X, L.P.

By:      Warburg Pincus X LLC, its general partner

By:      Warburg Pincus Partners, LLC, its sole member

By:      Warburg Pincus & Co., its managing member

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Partner

 

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WARBURG PINCUS X LLC

By:      Warburg Pincus Partners, LLC, its sole member

By:      Warburg Pincus & Co., its managing member

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Partner

WARBURG PINCUS PARTNERS, LLC

By:      Warburg Pincus & Co., its managing member

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Partner

WARBURG PINCUS & CO.

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Partner

WARBURG PINCUS LLC

By:    /s/ Scott A. Arenare                               
          Name: Scott A. Arenare
          Title: Managing Director

CHARLES R. KAYE

By:       /s/ Scott A. Arenare                               

          Scott A. Arenare, Attorney-in-fact*

JOSEPH P. LANDY

By:       /s/ Scott A. Arenare                               

          Scott A. Arenare, Attorney-in-fact**

* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

 

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