<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MMI CAPITAL TRUST I
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 52-2073764
- ---------------------------------------- ------------------------------------
(State of Incorporation of Organization) (I.R.S. Employer Identification No.)
540 Lake Cook Road, Deerfield, Illinois 60015-5290
- ---------------------------------------- -----------------------------------
(Address of principal executive offices) (zip code)
</TABLE>
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instructions A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
None
------
(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act
Title of each class Name of each exchange on which each
to be registered: class is to be registered:
7 5/8% Series B Capital Securities None
of MMI Capital Trust I
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The 7 5/8% Capital Securities
-----------------------------
Up to $125,000,000 aggregate principal Liquidation Amount of 7 5/8% Series B
Capital Securities (the "Series B Capital Securities") of MMI Capital Trust I
(the "Trust") bearing a Liquidation Amount of $1,000 per Capital Security are
being registered under the Securities Act of 1933 to be issued in exchange for a
like amount of Original Capital Securities issued by the Trust. The Series B
Capital Securities and the Original Capital Securities are collectively referred
to as the "Capital Securities." The Series B Capital Securities represent
preferred interests in MMI Capital Trust I, a trust created under the laws of
Delaware. MMI Companies, Inc. (the "Corporation") is the owner of all the
beneficial interests represented by Common Securities of the Trust. The Trust
exists for the sole purpose of issuing the Capital Securities and investing the
proceeds in the Corporation's 7 5/8% Junior Subordinated Deferrable Interest
Debentures due December 15, 2027 (the "Junior Subordinated Debentures") which
are the only assets of the Trust.
The Capital Securities are issued under the Amended and Restated Declaration of
Trust dated as of December 23, 1997 among the Corporation and The Chase
Manhattan Bank, as Property Trustee, Chase Manhattan Bank Delaware, as Delaware
Trustee, and the Administrative Trustees named therein (the "Trust Agreement").
The Series B Capital Securities and any Original Capital Securities which remain
outstanding after consummation of the Exchange Offer will vote together as a
single class for purposes of determining whether holders of the requisite
percentage in outstanding Liquidation Amount thereof have taken certain actions
or exercised certain rights under the Trust Agreement. The Trust's obligations
under the Capital Securities are guaranteed by the Corporation in the Series B
Guarantee. The terms of the Series B Capital Securities are identical in all
material respects to the terms of the Original Capital Securities, except that
the Series B Capital Securities have been registered under the Securities Act
and will not be subject to certain restrictions on transfer applicable to the
Original Capital Securities and will not provide for any increase in the
Distribution rate thereon.
Distributions on the Series B Capital Securities will be made on June 15 and
December 15 of each year, commencing June 15, 1998.
Distributions on Series B Capital Securities will be deferred for the duration
of any Extension Period elected by the Corporation with respect to the payment
of interest on the Junior Subordinated Debentures which are issued under an
Indenture between the Corporation and The Chase Manhattan Bank dated as of
December 23, 1997 (the "Indenture"). No Extension Period will exceed 10
consecutive semi-annual periods or extend beyond the Stated Maturity Date, and
each extension period will terminate as to all Junior Subordinated Debentures
upon an
<PAGE>
acceleration thereof (subject to reinstatement, upon cure or waiver as provided
in the Indenture), and any Extension Period will terminate as to any
Subordinated Debenture to be redeemed pursuant to the occurrence and
continuation of a Special Event on the applicable Redemption Date.
The Series B Capital Securities will rank pari passu, and payments thereon will
be made pro rata, with the Original Capital Securities and the Common Securities
of the Trust except the Capital Securities will have a preference over the
Common Securities of the Trust under certain circumstances with respect to cash
distributions and amounts payable on liquidation, redemption or otherwise. The
Junior Subordinated Debentures will rank pari passu with all other junior
subordinated debentures to be issued by the Corporation ("Other Debentures"),
which will be issued and sold (if at all) to other trusts to be established by
the Corporation (if any), in each case similar to the Trust ("Other Trusts"),
and will be unsecured and subordinate and junior in right of payment to all
Senior Indebtedness of the Corporation to the extent and in the manner set forth
in the Indenture. The Series B Guarantee will rank pari passu with all other
guarantees (if any) to be issued by the Corporation with respect to capital or
preferred securities (if any) issued by Other Trusts ("Other Guarantees") and
will constitute an unsecured obligation of the Corporation and will rank
subordinate and junior in right of payment to all Senior Indebtedness of the
Corporation to the extent and in the manner set forth in the Series B Guarantee.
The Corporation will have the right at any time to dissolve the Trust and, after
satisfaction of liabilities of creditors of the Trust as required by applicable
law, cause a like amount of the Junior Subordinated Debentures to be distributed
to the holders of the Trust Securities in liquidation of the Trust, subject to
the Corporation having received an opinion of counsel to the effect that such
distribution will not be a taxable event to holders of Capital Securities.
The Series B Securities will be subject to mandatory redemption in a Like
Amount, (i) in whole but not in part, on the Stated Maturity Date upon repayment
of the Junior Subordinated Debentures, at a redemption price equal to the
principal amount of, plus accrued interest on, the Junior Subordinated
Debentures, and (ii) in whole but not in part, at any time upon the occurrence
and continuation of a Special Event at a Redemption Price equal to the Special
Event Prepayment Price.
The Original Capital Securities are rated "a3" by Moody's Investors Service,
Inc. and "BBB+" by Standard & Poor's Rating Services, a division of The McGraw
Hill Companies, Inc.
The Series B Capital Securities will be issued, and may be transferred, only in
minimum denominations of not less than $1,000. Any such transfer of Series B
Capital Securities in denominations of less than $1,000 shall be deemed to be
void and of no legal effect whatsoever.
<PAGE>
The Series B Capital Securities will be a new issue of securities for which
there currently is no market. Although brokers and dealers may make a market in
the Series B Capital Securities, any such market-making may be discontinued at
any time without notice. Accordingly, there can be no assurance as to the
development or liquidity of any market for the Series B Capital Securities. The
Trust and the Corporation do not intend to apply for listing of the Series B
Capital Securities on any securities exchange or for quotation through Nasdaq.
The Trust Agreement and the Indenture are filed as exhibits to this Registration
Statement, are incorporated herein by reference, and reference thereto is hereby
made to them for further information with respect to the Trust and the Series B
Capital Securities.
ITEM 2. EXHIBITS.
1. Amended and Restated Declaration of Trust, dated as of December 23,
1997, among MMI Capital Trust I and The Chase Manhattan Bank, as
Property Trustee, Chase Manhattan Bank Delaware as Delaware Trustee
and the Administrative Trustees named therein, including Annex I and
Exhibits A1-1 through A1-10 and A2-1 through A2-6 thereto.
(Incorporated herein as exhibit by reference to exhibit to
Registration Statement filed by MMI Companies, Inc. and MMI Capital
Trust I on Form S-4 (No. 44566) under The Securities Act of 1933.)
2. Indenture between MMI Companies, Inc., and The Chase Manhattan Bank
dated as of December 23, 1997. (Incorporated herein as exhibit by
reference to exhibit to Registration Statement filed by MMI Companies,
Inc. and MMI Capital Trust I on Form S-4 (No. 44566) under The
Securities Act of 1933.)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized
Dated: January 28, 1998
MMI CAPITAL TRUST I
By: /s/ Joseph R. Herman
------------------------------------
Joseph R. Herman
Administrative Trustee
By: /s/ Scott T. Veech
------------------------------------
Scott T. Veech
Administrative Trustee
EXHIBIT INDEX
Exhibit Description
- ------- -----------
1 Amended and Restated Declaration of Trust, dated as of December
23, 1997, among MMI Capital Trust I and The Chase Manhattan Bank,
as Property Trustee, Chase Manhattan Bank Delaware as Delaware
Trustee and the Administrative Trustees named therein, including
Annex I and Exhibits A1-1 through A1-10 and A2-1 through A2-6
thereto. (Incorporated herein as exhibit by reference to exhibit
to Registration Statement filed by MMI Companies, Inc. and MMI
Capital Trust I on Form S-4 (No. 44566) under The Securities Act
of 1933.)
2 Indenture between MMI Companies, Inc., and The Chase Manhattan
Bank dated as of December 23, 1997. (Incorporated herein as
exhibit by reference to exhibit to Registration Statement filed
by MMI Companies, Inc. and MMI Capital Trust I on Form S-4 (No.
44566) under The Securities Act of 1933.)
