-----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, HMzJr3ewFzJqy3uGQyx1NrL0mahlsD4yiQrxNHzYxPpV5k6B3ZQ07hZUZlhJPMij Ygq/wHfFU/sWkveRRvtwFQ== 0001036050-99-001045.txt : 19990514 0001036050-99-001045.hdr.sgml : 19990514 ACCESSION NUMBER: 0001036050-99-001045 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUTUAL RISK MANAGEMENT LTD CENTRAL INDEX KEY: 0000826918 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-75505 FILM NUMBER: 99619073 BUSINESS ADDRESS: STREET 1: 44 CHURCH ST STREET 2: BERMUDA CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412955688 MAIL ADDRESS: STREET 1: PO BOX 2064 STREET 2: BERMUDA CITY: HAMILTON HM HX STATE: D0 S-3/A 1 MUTUAL RISK MANAGEMENT LTD - AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on May 12, 1999 Registration No.333-75505 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------- Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------- Mutual Risk Management Ltd. (Exact name of registrant as specified in its charter) -------- Bermuda N/A (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification Number) 44 Church Street Hamilton, Bermuda HM 12 (441) 295-5688 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------- John Kessock, Jr. c\o Commonwealth Risk Services, L.P. One Logan Square Suite 1500 Philadelphia, PA 19103 (215) 963-1600 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to:
Richard E. O'Brien Peter O. Clauss, Esquire Senior Vice President, General Counsel & Secretary Matthew A. Woodward, Esquire Mutual Risk Management Ltd. Pepper Hamilton LLP 44 Church Street 3000 Two Logan Square Hamilton, Bermuda HM 12 18th & Arch Streets (441) 295-5688 Philadelphia, PA 19103 (215) 981-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, 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 of 1933, 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 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 that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED MAY 12, 1999 PROSPECTUS Mutual Risk Management Ltd. 1,895,947 Common Shares ----------------------- Using this prospectus, the selling securityholders listed on page 6 may sell these common shares from time to time. The selling securityholders will determine the terms of the sale at the time of the sale. Consider carefully the risk factors beginning on page 3 of this prospectus. Our common shares are listed on the New York Stock Exchange under the ticker symbol "MM." The closing price of our common shares, as reported on the New York Composite Tape on May 10, 1999, was $39.1875 per share. We urge you to carefully read this prospectus, which will describe the specific terms of the offering, before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed on the adequacy or accuracy of the disclosures in the prospectus. Any representation to the contrary is a criminal offense. ---------------------------- The date of this Prospectus is May , 1999. TABLE OF CONTENTS Page ---- Mutual Risk Management Ltd..................................... 3 Risk Factors................................................... 3 Use of Proceeds ............................................... 6 Selling Securityholders........................................ 6 Plan of Distribution........................................... 6 Where You Can Find More Information............................ 8 Information Incorporated by Reference.......................... 8 Enforcement of Civil Liabilities............................... 9 Legal Matters.................................................. 9 Experts........................................................ 9 MUTUAL RISK MANAGEMENT LTD. We provide risk management services to clients seeking alternatives to traditional commercial insurance, especially for workers' compensation. In 1998, this business represented approximately 57% of our fee income. Risk management involves a process of analyzing loss exposures and developing risk financing methods to reduce exposure to loss and to control associated costs. The use of these loss financing methods in place of traditional insurance has become known as "the alternative market." The alternative market involves clients participating in a significant amount of their loss exposure and transferring only the unpredictable excess risk to insurers. The benefits of such alternative market techniques typically include: o lower and more stable costs; o greater control over the client's risk management program; and o an increased emphasis within the client's organization on loss prevention and loss control. Our principal source of profits is fees received for the various services provided to our clients in connection with our risk management programs. In a typical program, these fees total between 11% and 13% of the client's premium. The structure of our programs places most of the underwriting risk with our client. For regulatory and other reasons, however, we are required to assume a limited amount of risk. We seek to limit this risk to the minimum level feasible. This approach to risk distinguishes us from typical property/casualty companies which assume significant levels of underwriting risk as part of their business. We do not seek to earn income from underwriting risk, but rather from fees for services provided. We market our services exclusively to retail insurance brokers and consultants representing clients. We were incorporated in 1977. We have participated in the growth of the alternative market since 1980 when we established our rent-a-captive program known as the Insurance Profit Center Program. We are incorporated and based in Bermuda, the leading worldwide domicile for captive insurance companies. We operate through subsidiaries in the United States, Bermuda, Barbados, the Cayman Islands and Europe. Our principal executive offices are located at 44 Church Street, Hamilton HM 12, Bermuda and our telephone number is (441) 295-5688. RISK FACTORS You should carefully consider the risks described below regarding MRM and the common shares. The risks and uncertainties described below are not the only ones we face. There may be additional risks and uncertainties. If any of the following risks actually occur, our business, financial condition or results of operations could materially be affected. In such case, the trading price of the common shares could decline significantly. -3- New insurance legislation in some states has increased competition which in turn has reduced our fee revenues and made sales and renewals more difficult. Beginning in 1993, competition increased significantly in certain important workers' compensation markets, particularly California, due to certain legislative reforms. This heightened level of competition has persisted through the current period. Increased competition has lowered the premium rates we may charge, and this in turn has reduced our fee revenue generated by each individual program. Increased competition makes sales and renewals of our programs more difficult. If our loss reserves are inadequate to meet our actual losses, our financial condition would be adversely affected. We maintain loss reserves under applicable insurance regulations. These reserves provide capital to cover our estimated ultimate liability losses and loss adjustment expenses for both reported and unreported claims incurred. We believe that our reserves are adequate to meet these objectives. Nevertheless, establishment of appropriate reserves is an inherently uncertain process and we cannot be certain that ultimate losses will not exceed these loss reserves. If we are unable to reinsure risk in excess of our clients' chosen risk, our financial condition would be adversely affected because we remain ultimately liable for such risk. A significant feature of our risk management programs is the utilization of reinsurance, including aggregate excess reinsurance, to transfer all or a portion of risk not retained by the insured. A lack of available reinsurance would adversely affect the marketing of our programs and/or force us to retain all or a part of the risk which cannot be reinsured. In the event we could not obtain reinsurance for any or all of our client's risk and we were required to pay claims with respect to such risk and we were unable to recover the amount of such claims from the client, our financial condition and results of operations would be adversely impacted. We have, in the normal course of operating our risk management programs, placed significant amounts of reinsurance for risk in excess each of our clients' chosen risk retention with a variety of reinsurance companies. Failure of a reinsurer could result in significant losses as we would remain ultimately liable for the losses not covered by such a reinsurer. Each of our clients' chosen risk retention, which is reinsured either by one of our foreign insurance subsidiaries or by the client's captive insurance company, is generally also supported by letters of credit. In addition, we rely extensively on letters of credit issued or confirmed by a bank which is a member of the U.S. Federal Reserve System to secure a portion of the client's obligation to reimburse us for losses on a program. The failure of a bank to honor its letter of credit or the inability of a client to honor its uncollateralized reimbursement obligation could adversely affect us. It is our policy that our insurance company subsidiaries avoid taking significant insurance underwriting risk. However, some risk is assumed by these companies in connection with their limited participation in our excess reinsurance programs. These subsidiaries could also incur losses if claims on a policy exceeded the amount of reinsurance coverage. We believe that adequate reserves and reinsurance have been provided on risks assumed to -4- date. However, the actual liability may be greater or less than the amount for which we have provided. Any such liability will be recorded in the period in which it becomes known. If tax laws prevent our Insurance Profit Center Program participants from deducting premiums paid to us on their income tax returns, we would be unable to competitively market our IPC Program. The competitive position of our IPC Program could be materially affected by the tax treatment of the program and competing programs. Such tax treatment has not been clear in recent years and varies significantly with the circumstances of each IPC Program participant as is true for competing products. A determination that a significant portion of the IPC Program participants are not entitled to deduct the premiums paid without a similar determination as to competing products would adversely affect the marketability of the IPC Program. Some of our investors could experience negative tax consequences due to the fact that we are a foreign corporation. In the event that we are deemed to be a "Passive Foreign Investment Company," any gain realized by a U.S. person on the sale of common shares will be taxed, for U.S. federal income tax purposes, at ordinary income rates, not the capital gain rates. Also, if we are a Passive Foreign Investment Company, when a U.S. person sells common shares, or receives an extraordinary dividend on the common shares, the U.S. person will be required to pay an interest charge on the income realized. If we are a Passive Foreign Investment Company, a U.S. person may make certain elections on his or her tax return to reduce the increased tax costs described in the prior two sentences. We do not believe we are a Passive Foreign Investment Company now, but we cannot guarantee that we will not become one. Whether or not we are a Passive Foreign Investment Company, if we are classified or become classified as a "Controlled Foreign Corporation," a U. S. person that owns directly or indirectly 10% or more of our voting shares will be required to include in his or her gross income his or her pro rata share of certain income of MRM, whether or not such income is actually distributed to such U.S. shareholder. State insurance laws and regulations may prevent our subsidiaries from paying dividends to us or engaging in transactions involving a change of control which, accordingly, could affect our liquidity and ability to pay dividends, and could restrict our ability to expand our business operations through acquisitions involving such subsidiaries. Our licensed U.S. insurance subsidiaries, including Legion Insurance Company, Legion Indemnity Ltd. and Villanova Insurance Company are subject to state laws regulating insurance holding companies. Under these laws, state insurance departments may examine these U.S. subsidiaries at any time, require disclosure of material transactions by the holding company and require prior approval of certain "extraordinary" transactions. Such "extraordinary" transactions include declaring dividends from the insurance subsidiary to MRM or purchases of certain amounts of the insurance subsidiary's capital stock. These laws also generally require approval of changes of control which are usually triggered by the direct or indirect acquisition of 10% or more of the insurer. -5- USE OF PROCEEDS We will not receive any proceeds from the sale of the common shares offered in this prospectus. SELLING SECURITYHOLDERS The following table sets forth information with respect to the beneficial ownership of the common shares by the selling securityholders as of the date of this prospectus.
Beneficial Ownership Number of Shares After Offering Beneficially ---------------------------------------------- Owned Prior to Number of Shares Number of Percent of Class (if Name Registration Registered Shares Greater than 1%) - ---- -------------- ---------- ---------- --------------------- Shalfleet Ltd. 488,508 488,508 -- -- Monterey Limited 115,838 115,838 -- -- David Pickering 91,537 91,537 -- -- Terence Power 141,298 141,298 -- -- George Rusu 518,795 518,795 -- -- KVH Family Trust 539,971 539,971 -- --
Shalfleet Ltd., Monterey Limited, David Pickering and Terence Power received their common shares in connection with the acquisition of IAS Holdings Ltd., H & H Reinsurance Brokers Ltd., and Hurst Holme Insurance Company that was consummated on November 4, 1998. George Rusu and the KVH Family Trust received their common shares in connection with the merger and acquisition of Captive Resources, Inc. that was consummated on March 1, 1999. PLAN OF DISTRIBUTION MRM is registering the common shares on behalf of the selling securityholders. References in this section to the selling securityholders also include any pledgees, donees or transferees who received common shares from a named selling securityholder after the date of this prospectus. To the extent required, we will identify any additional selling securityholder in a supplement to this prospectus. Any and all of the common shares offered in this Prospectus may be sold from time to time to purchasers directly by the selling securityholders, at market prices prevailing at the time of sale or at negotiated prices, in one or more of the following types of transactions (which may include crosses or block transactions) on the New York Stock Exchange: o in the over-the-counter market; o in negotiated transactions; o by pledge to secure debts and other obligations; o through put or call options transactions relating to -6- the common shares (whether non-traded or exchange-traded); o through short sales of common shares; or o a combination of such methods of sale Alternatively, the selling securityholders may from time to time offer the common shares through brokers, underwriters, dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the selling securityholders and/or the purchasers of common shares for whom they may act as agent. The selling securityholders may also enter into hedging transactions with broker-dealers or other financial institutions. In connection with these transactions, broker-dealers or other financial institutions may engage in short sales of the common shares in the course of hedging the positions they assume with the selling securityholders. The selling securityholders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to that broker-dealer or other financial institution of the common shares offered under this prospectus. The common shares that broker-dealers or other financial institutions receives in those types of transactions may be resold under this prospectus. The selling securityholders and any broker-dealers that participate in the distribution of the common shares may be deemed to be "underwriters," within the meaning of the Securities Act of 1933 and any profit on the sale of common shares by them and any discounts, commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting compensation under the Securities Act. We have agreed to indemnify each selling securityholder against certain liabilities under the Securities Act. Because selling securityholders may be deemed to be underwriters, the selling securityholders will be subject to the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the NYSE pursuant to Rule 153 under the Securities Act. To comply with rules and regulations under the Securities Exchange Act of 1934, persons engaged in a distribution of the common shares may be limited in their ability to engage in market activities with respect to such common shares. In addition and without limiting the foregoing, each selling securityholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of any of the common shares by the selling securityholders. All of these things may affect the marketability of the common shares. Selling securityholders also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of such Rule. Upon a selling securityholder notifying us that he, she or it has entered into any material arrangement with a broker-dealer for the sale of common shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required pursuant to Rule 424(b) under the Securities Act, disclosing, where applicable, the following: o the name of each such selling securityholder and of the participating broker-dealer(s); o the number of common shares -7- involved; o the price at which such common shares were sold; o the commissions paid or discounts or concession allowed to such broker-dealer(s); o that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and o other facts material to the transaction. In addition, upon a selling securityholder notifying us that a pledgee, donee or transferee intends to sell more than 500 common shares, a supplement to this prospectus will be filed. In order to comply with certain states' securities laws, if applicable, the common shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the common shares may not be sold unless the common shares has been registered or qualified for sale in such state or an exemption from registration or qualification is available and such sale is made in compliance with the exemption. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at Regional Offices of the Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of our reports, proxy statements and other information can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, our reports, proxy statements and other information filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval system are publicly available through the Commission's website on the Internet's World Wide Web, located at http://www.sec.gov. This registration statement, including its exhibits, has been filed with the Commission through EDGAR. We will provide, without charge, to each person to whom a copy of this prospectus is delivered, upon the written or oral request of such person, a copy of any or all of the documents referred to above which have been incorporated in this prospectus by reference, other than exhibits to those documents (unless those exhibits are specifically incorporated by reference into such documents). Written or telephone requests for such copies should be directed to the Secretary, Mutual Risk Management Ltd., 44 Church Street, Hamilton HM 12, Bermuda (441) 295-5688. Our common shares trade on the New York Stock Exchange under the symbol "MM." Our reports, proxy statements and other information may also be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10004. INFORMATION INCORPORATED BY REFERENCE The Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission will automatically update and supersede this -8- information. We incorporate by reference the documents listed below and any future filings we make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act: (a) Our Quarterly Report on Form 10-Q for the period ended March 31, 1999; (b) Our Annual Report on Form 10-K for the year ended December 31, 1998; (c) The description of the common shares contained in our registration statement on Form 8-A dated May 14, 1991 as declared effective by the Commission on June 25, 1991, including any amendments or reports filed for the purposes of updating such description; and (d) All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus shall be deemed to be incorporated by reference and to be a part of this prospectus from the respective dates of filing of those documents. ENFORCEMENT OF CIVIL LIABILITIES We are organized under the laws of Bermuda and certain of our directors and officers, and certain of the experts named in this prospectus reside outside of the United States. Moreover, a substantial portion of our assets are located outside of the United States. Consequently, it may not be possible to effect service of process on those persons or entities within the United States or to enforce against any of them judgments of courts in the United States based on the civil liability provisions of the federal securities laws of the United States. We have been informed by Conyers Dill & Pearman, our legal advisor in Bermuda, that the United States and Bermuda do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. A final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Bermuda. A Bermuda court may impose civil liability on us, or our directors or officers who reside in Bermuda, in a suit brought in The Supreme Court of Bermuda against us or such persons with respect to a violation of federal securities law, provided that the facts surrounding such violation would constitute or give rise to a cause of action under Bermuda law. LEGAL MATTERS The validity of the common shares being offered hereby will be passed upon for MRM by Messrs. Conyers Dill & Pearman of Hamilton, Bermuda. David J. Doyle, who is an attorney with this firm, is a director of MRM. EXPERTS Ernst & Young, independent auditors, have audited our consolidated financial statements and schedules included in our Annual Report on Form 10-K for the year ended December 31, 1998, as set forth in their report, which is incorporated by reference in this prospectus and registration statement. Our financial statements and schedules are incorporated by reference in reliance on Ernst & Young's report, given on their authority as experts in accounting and auditing. -9- ================================================================================ You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as any date other than the date on the front of this prospectus. ------------------- ================================================================================ MUTUAL RISK MANAGEMENT LTD. 1,895,947 Common Shares --------------- PROSPECTUS --------------- May ___, 1999 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The estimated expenses of the issuance and distribution, all of which are payable by MRM are as follows: SEC Registration Fee $20,639.00* Legal Fees and Expenses 5,000.00 Accounting Fees and Expenses 2,000.00 Printing Expenses 0 Miscellaneous Expenses 1,000.00 Total $28,639.00** - ------------ *Actual **Estimated Item 15. Indemnification of Directors and Officers. Our Bye-Laws provide that we shall indemnify, subject to the proviso below, every director, officer of MRM and member of a committee thereof out of the funds of MRM against all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director, officer or committee member and any person acting as a director, officer or committee member in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election provided always that the indemnity contained by the Bye-Laws shall not extend to any matter which would render it void pursuant to the Bermuda Companies Acts. To the extent that any director, officer or member of a committee duly constituted under the Bye-Laws is entitled to claim an indemnity pursuant to the Bye-Laws in respect of amounts paid or discharged by him, the relative indemnity shall take effect as an obligation of MRM to reimburse the person making such payment or effecting such discharge. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by MRM in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of a director or officer to repay such amount, unless it shall be ultimately determined that he is entitled to be indemnified by MRM as authorized in the Bye-Laws or otherwise pursuant to applicable laws. II-1 Item 16. Exhibits
Exhibit No. Description 5 Opinion of Conyers Dill & Pearman. Previously filed. 23.1 Consent of Ernst & Young. Filed herewith. 23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5). Previously filed. 24 Power of Attorney (included on the signature pages of this Previously filed. registration statement).
- ----------------- Item 17. Undertakings (a) The 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 and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 the registrant pursuant to Section 13 or 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. (b) 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. (c) 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 II-2 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. (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. 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 this registraiton statement on Form S-3 and has duly caused this Amendment No. 2 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on May 12, 1999. MUTUAL RISK MANAGEMENT LTD. By: * -------------------------------- Robert A. Mulderig Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- * Chairman and Chief Executive Officer May 12, 1999 - ------------------------------- (Principal Executive Officer) Robert A. Mulderig * - ------------------------------- President, Director and Authorized May 12, 1999 John Kessock, Jr. U.S. Representative * - ------------------------------- Richard G. Turner Executive Vice President and Director May 12, 1999 * - ------------------------------- Glenn R. Partridge Executive Vice President and Director May 12, 1999
II-4
Signature Title Date - --------- ----- ---- * - ------------------------------- Chief Financial Officer James C. Kelly (Principal Financial and Accounting Officer) May 12, 1999 * - ------------------------------- Roger E. Dailey Director May 12, 1999 * - ------------------------------- David J. Doyle Director May 12, 1999 * - ------------------------------- Arthur E. Engel Director May 12, 1999 * - ------------------------------- Allan W. Fulkerson Director May 12, 1999 * - ------------------------------- William F. Galtney, Jr. Director May 12, 1999 * - ------------------------------- Beverly H. Patrick Director May 12, 1999 * - ------------------------------- Jerry S. Rosenbloom Director May 12, 1999 * - ------------------------------- Joseph D. Sargent Director May 12, 1999 * - ------------------------------- Norman L. Rosenthal Director May 12, 1999 /s/ Richard E. O'Brien * Richard E. O'Brien Attorney-in-Fact
II-5 Index of Exhibits
Exhibit No. Description 5 Opinion of Conyers Dill & Pearman. Previously filed. 23.1 Consent of Ernst & Young. Filed herewith. 23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5). Previously filed.
II-6 EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS TO THE BOARD OF DIRECTORS AND SHAREHOLDERS MUTUAL RISK MANAGEMENT LTD. We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-75505) and related Prospectus of Mutual Risk Management Ltd. for registration of 1,895,947 shares of its common stock and to the incorporation by reference therein of our report dated February 15, 1999, with respect to the consolidated financial statements and schedules of Mutual Risk Management Ltd. included in its Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Securities and Exchange Commission. [GRAPHIC OMITTED] /s/ Ernst & Young --------------------------------- Hamilton, Bermuda May 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----