SC 13D/A 1 y52781sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)(1) TREMONT ADVISERS, INC. -------------------------------------------------------------------------------- (Name of Issuer) CLASS B COMMON STOCK -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 894729201 -------------------------------------------------------------------------------- (CUSIP NUMBER) MUTUAL RISK MANAGEMENT LTD. 44 CHURCH STREET HAMILTON HM 12 BERMUDA -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS) JULY 10, 2001 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Pages 2 CUSIP No. 894729201 Page 2 of 7 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MUTUAL RISK MANAGEMENT LTD. 2. CHECK THE APPROPRIATE BOX IF A GROUP* (a) [ ] (b) [ ] INAPPLICABLE 3. SEC USE ONLY 4. SOURCES OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA NUMBER OF 7. SOLE VOTING POWER SHARES BENEFICIALLY 8. SHARED VOTING POWER 1,351,536 (SEE ITEMS 5 AND 6) OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 1,351,536 (SEE ITEMS 5 AND 6) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,536 (SEE ITEMS 5 AND 6) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ] INAPPLICABLE 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 25.4% 14. TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 894729201 Page 3 of 7 Pages ITEM 1 SECURITY AND ISSUER Title of Class of Securities Class B common stock $.01 par value per share (the "Shares") Name and Address of Issuer Tremont Advisers, Inc. (the "Company" or the "Issuer") 555 Theodore Fremd Avenue Rye, New York 10580 ITEM 2 IDENTITY AND BACKGROUND (a) Mutual Risk Management Ltd. ("MRM") is a corporation organized under the laws of Bermuda. It is an international risk management company whose principal business address and the address of its principal office are set forth in item (b) below. (b) 44 Church Street, Hamilton HM HX, Bermuda (c) Inapplicable (d) During the past five years neither MRM, nor any of its executive officers or directors, has been convicted in a criminal proceeding. (d) During the past five years neither MRM, nor any of its executive officers or directors has not been a party to a civil proceeding as a result of which he is subject to a judgment, decree or final order enjoining him from or mandating activities subject to federal or state securities laws, or finding him in violation of such laws. (e) Bermuda. ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION MRM's wholly owned subsidiary, MG Investments Ltd., purchased the shares using working capital. The shares were subsequently transferred to Legion Insurance Company ("Legion"), another MRM subsidiary. 4 CUSIP No. 894729201 Page 4 of 7 Pages ITEM 4 PURPOSE OF TRANSACTION On July 10, 2001, Oppenheimer Acquisition Corp., a Delaware corporation ("Oppenheimer"), entered into an Agreement and Plan of Merger with the Issuer and Joshua Acquisition Corp., a wholly owned subsidiary of Oppenheimer ("Joshua"), as described in Item 6. In connection therewith, Oppenheimer and Joshua entered into a Stockholders Agreement, dated as of July 10, 2001 (the "Stockholders Agreement"), with various shareholders of the Issuer (the "Tremont Stockholders"), including the Reporting Person, as described in Item 6. The information set forth in Item 6 of this statement is hereby incorporated herein by reference. Other than as described above, MRM does not have any plans or proposals which would result in any of the following: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. 5 CUSIP No. 894729201 Page 5 of 7 Pages ITEM 5 INTEREST IN SECURITIES OF THE ISSUER (a) The responses of the Reporting Persons to rows (11) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date of this Schedule 13-D, MRM, through Legion owns 1,351,536 shares of the Issuer's Class B Common Stock, representing approximately 25.4% of the Issuer's Class B Common Stock outstanding at the close of business on July 31, 2001 (based upon information obtained from the Issuer's most recent Form 10QSB for the period ended June 30, 2001). To the best knowledge of MRM, none of its executive officers or directors own shares. As a result of the Stockholders Agreement, Oppenheimer may be deemed to beneficially own the shares of Class B Common Stock owned by the Reporting Person. (b) The responses of the Reporting Persons to rows (7) through (10) of the cover pages of this Schedule 13D and Item 5(a) hereof are incorporated herein by reference. Oppenheimer has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the 1,351,536 shares of Class B Common Stock currently held by the Reporting Person described in Item 5(a) hereof. (c) Inapplicable (d) Inapplicable. (e) Inapplicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On July 10, 2001, Oppenheimer, the Issuer and Joshua entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of Joshua with and into the Issuer, with the Issuer to be the surviving corporation in the merger. As a result of the merger, the Issuer will become a wholly owned direct subsidiary of Oppenheimer. Consummation of the merger is subject to approval by the stockholders of the Issuer, the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other closing conditions. As an inducement and a condition to Oppenheimer entering into the Merger Agreement, the Tremont Stockholders entered into the Stockholders Agreement with Oppenheimer and Joshua. Pursuant to the Stockholders Agreement, the Tremont Stockholders have granted Oppenheimer an irrevocable option (the "Option") to purchase any or all shares of the Issuer's Class A Common Stock and Class B Common Stock owned or subsequently acquired by the Tremont Stockholders (collectively, the "Subject Shares") at an exercise price of 6 CUSIP No. 894729201 Page 6 of 7 Pages $19 per share. If the Merger Agreement is terminated under certain specified circumstances, the Option may be exercised by Oppenheimer, in whole or in part, at any time and from time to time for twelve months after such termination. If the Option is exercised, Oppenheimer has agreed to pay for the Shares by wire transfer of immediately available funds. The Tremont Stockholders have also agreed, and granted Oppenheimer and two of its officers their irrevocable proxy, among other things, to vote the Subject Shares in favor of the approval and adoption of the merger and the Merger Agreement. Each holder of Class A Common Stock is entitled to four votes for each share held of record, while each holder of the Class B Common Stock is entitled to one vote for each share held of record. Based on the number of shares of the Issuer's Class A Common Stock and Class B Common Stock outstanding as of the close of business on May 1, 2001 (as reported in the Issuer's Proxy Statement filed on May 4, 2001), the Subject Shares represent approximately 37.2% of the vote required to approve and adopt the merger and the Merger Agreement. The Stockholders Agreement provides that during the term of the Stockholders Agreement and except as otherwise contemplated by the Merger Agreement, the Tremont Stockholders will not, among other things, directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Subject Shares or any interest therein; (ii) except as contemplated by the Stockholders Agreement, grant any proxies or powers of attorney, deposit any Subject Shares into a voting trust or enter into or amend a voting agreement with respect to any Subject Shares; (iii) exercise any right to require the Issuer to register any of the Subject Shares under the Securities Laws; or (iv) take any action that would make any representation or warranty of the Tremont Stockholders contained in the Stockholders Agreement untrue or incorrect or would result in a breach by the Tremont Stockholders of their obligations thereunder. In addition, the Tremont Stockholders have agreed not to take certain actions with respect to solicitation of offers to acquire the Issuer or a portion of its business. The summary contained in this statement of certain provisions of the Stockholders Agreement and the Merger Agreement is qualified in its entirety by reference to the Stockholders Agreement and the Merger Agreement attached as Exhibits 1 and 2 hereto, respectively, and incorporated herein by reference. 7 CUSIP No. 894729201 Page 7 of 7 Pages ITEM 7 MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Stockholders Agreement, dated as of July 10, 2001, among Oppenheimer Acquisition Corp., Joshua Acquisition Corp. and the Stockholders signatories thereto. Exhibit 2 Agreement and Plan of Merger, dated as of July 10, 2001, among Oppenheimer Acquisition Corp., Joshua Acquisition Corp. and Tremont Advisers, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 22, 2001 --------------- (Dated) /s/ Angus H. Ayliffe ------------------------------ (Signature) Controller ----------- (Title)