SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Z-Tel Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
988 792 108
(CUSIP Number)
Hemisphere Trust (Jersey) Limited
P.O. Box. 274
Hemisphere House
36 Hilgrove Street
St. Helier, Jersey JE4 8TR
Attn: Mungo Conner
(011) 44-1534-726573
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Mayer Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 2 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eduard J. Mayer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520** See disclaimer herein.
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER 2,348,520**
See disclaimer herein.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520**See disclaimer herein.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 3 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mutual Risk Management Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO, HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 4 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mutual Risk Management (Holdings) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 5 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Hemisphere Trust (Jersey) Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands, United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 6 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Hemisphere Trustees Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands, United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 7 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Hemisphere Nominees Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands, United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 8 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Hemisphere Investments Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jersey, Channel Islands, United Kingdom
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 9 of 27-
<PAGE>
CUSIP No. 988 792 108
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Fulmead Ventures Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 2,348,520
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
2,348,520
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348,520
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
-Page 10 of 27-
<PAGE>
Item 1. Security and Issuer
This Statement on Schedule 13D relates to shares of Common Stock,
$0.01 par value (the "Common Stock"), of Z-Tel Technologies, Inc. (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report the holdings of shares of Common Stock of the Issuer as a
result of which the Reporting Persons may be deemed to be the beneficial owners
of more than 5% of the outstanding shares of Common Stock. The address of the
principal executive offices of the Issuer is Knight's Point, 601 South Harbour
Boulevard, Suite 220, Tampa, Florida 33602
Item 2. Identity and Background
This Statement is being filed by Mutual Risk Management Limited, a
Bermuda limited liability company ("MRM"), Mutual Risk Management (Holdings)
Limited, a Bermuda limited liability company ("MRM Holdings"), Hemisphere Trust
(Jersey) Limited, a Jersey limited liability company ("Hemisphere Trust"),
Hemisphere Trustees Limited, a Jersey limited liability company ("Hemisphere
Trustees"), Hemisphere Nominees Limited, a Jersey limited liability company
("Hemisphere Nominees"), Hemisphere Investments Limited, a Jersey limited
liability company ("Hemisphere Investments"), Fulmead Ventures Limited, a
British Virgin Islands company ("Fulmead"), The Mayer Trust, a Channel Islands
Trust (the "Trust"), and Eduard J. Mayer (together with the Trust, MRM, MRM
Holdings, Hemisphere Trust Hemisphere Trustees, Hemisphere Nominees, Hemisphere
Investments, and Fulmead, the "Reporting Persons"). The name, citizenship (or
place of organization, as applicable), business address, present occupation or
employment of each of the executive officers, directors and persons who may be
deemed in control of each of the Reporting Persons are set forth on Appendix A-G
hereto and incorporated herein by reference.
The shares of Common Stock covered by this Statement are held directly
by Fulmead. Fulmead in turn is owned 50% by Hemisphere Nominees and 50% by
Hemisphere Investments acting in a nominee capacity. Hemisphere Nominees and
Hemisphere Investments are wholly owned subsidiaries of Hemisphere Trust.
Hemisphere Trustees, the Trustee of the Trust, is also a wholly owned subsidiary
of Hemisphere Trust. Hemisphere Trust is in turn a wholly owned subsidiary of
MRM Holdings, which is a wholly owned subsidiary of MRM.
a. The Trust and Eduard J. Mayer
The Trust is a trust formed under the laws of Jersey, Channel Islands.
The principal business offices of the Trust are located at c/o Hemisphere Trust
(Jersey) Limited, P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St.
Helier, Jersey JE4 8TR. The sole trustee of the Trust is Hemisphere Trustees. A
principal beneficiary of the Trust, but without legal right to the assets or
control of the Trust, is Eduard J. Mayer, who is also principal a director and
executive officer of the Issuer. Because Mr. Mayer does not have investment or
dispositive power over the Trust or the Common Stock held indirectly by the
Trust, Mr. Mayer disclaims beneficial ownership of the Common Stock for purposes
of Section 13 of the Act. Mr. Mayer's principal business address is c/o Z-Tel
Technologies, Inc., 601 South Harbor Island Boulevard, Suite 220, Tampa,
Florida, 33602.
b. MRM
MRM is a limited liability company formed under the laws of Bermuda.
The principal business of MRM is risk management services. The principal
business offices of MRM are located at 44 Church Street, Hamilton HM12, BERMUDA.
-Page 11 of 27-
<PAGE>
c. MRM Holdings
MRM Holdings is a limited liability company formed under the laws of
Bermuda. The principal business of MRM Holdings is to own and manage various
trust management entities. The principal business offices of MRM Holdings are
located at 44 Church Street, Hamilton HM 12, BERMUDA.
d. Hemisphere Trust
Hemisphere Trust is a limited liability company formed under the laws
of Jersey, Channel Islands. The principal business of Hemisphere Trust is to
provide trust and corporate services. The principal business offices of
Hemisphere Trustees are located at P.O. Box 274, Hemisphere House, 36 Hilgrove
Street, St. Helier, Jersey JE4 8TR.
e. Hemisphere Trustees
Hemisphere Trustees is a limited liability company formed under the
laws of Jersey, Channel Islands. The principal business of Hemisphere Trustees
is to serve as corporate trustee for various trusts. The principal business
offices of Hemisphere Trustees are located at P.O. Box 274, Hemisphere House, 36
Hilgrove Street, St. Helier, Jersey JE4 8TR.
f. Hemisphere Nominees
Hemisphere Nominees is a limited liability company formed under the
laws of Jersey, Channel Islands. The principal business of Hemisphere Nominees
is to provide nominee services. The principal business offices of Hemisphere
Nominees are located at P.O. Box 274, Hemisphere House, 36 Hilgrove Street, St.
Helier, Jersey JE4 8TR.
g. Hemisphere Investments
Hemisphere Investments is a limited liability company formed under the
laws of Jersey, Channel Islands. The principal business of Hemisphere
Investments is to provide nominee services. The principal business offices of
Hemisphere Investments are located at P.O. Box 274, Hemisphere House, 36
Hilgrove Street, St. Helier, Jersey JE4 8TR.
h. Fulmead
Fulmead is a limited liability company formed under the laws of the
British Virgin Islands. The principal business of Fulmead is the holding of
investments. The principal business offices of Fulmead are Akara Bldg., 24
Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.
Pursuant to the regulations promulgated under Section 13(d) of Act,
MRM, MRM Holdings, Hemisphere Trust, Hemisphere Trustees, Hemisphere Nominees,
Hemisphere Investments, Fulmead and the Trust each may be deemed a beneficial
owner of the shares of Common Stock. Nevertheless, the filing of this Statement
on Schedule 13D shall not be construed an admission by any of the Reporting
Persons that, for purposes of Sections 13(d) and 13 (g) of the Act, any of the
Reporting Persons is the beneficial owner of the shares of Common Stock to which
this Statement on Schedule 13D relates.
During the past five years, none of the Reporting Persons, nor any of
the executive officers, directors or persons controlling any of the Reporting
Persons has been (a) convicted in a criminal proceeding, (excluding traffic
violations or similar misdemeanors) or (b) a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
-Page 12 of 27-
<PAGE>
enjoining future violations of, or prohibiting, or mandating activities subject
to, federal or state securities laws, or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Trust initially acquired 2,200,000 of the shares represented by
this Statement from the Issuer in August 1998 for an aggregate sum of $2.5
million. These shares were transferred to Fulmead in June 1999. Fulmead acquired
shares of Series B Preferred Stock from the Issuer in June 1999 for an aggregate
sum of $500,585. These shares were converted into 148,520 shares of Common Stock
at the time of the Issuer's initial public offering in December 1999. The
foregoing share numbers also reflect the effects of an 11-for-10 stock split
effected by the Issuer on November 19, 1999.
The source of funds used in making the foregoing purchases was the
Trust.
Item 4. Purpose of Transaction
The Reporting Persons have acquired and hold the shares for investment
purposes only. Depending on market conditions, the Reporting Persons may
continue to increase their ownership of the Issuer's Common Stock through
purchases in the open market at such times as the Reporting Persons consider
desirable. However, the Reporting Persons do not have any present intention to
exercise control over the management or policies of the Issuer. If warranted by
market conditions, the Reporting Persons may also change their present course of
acquiring and holding shares of the Issuer's Common Stock by disposing of some
or all of its shares.
Except as set forth in this Item 4, none of the Reporting Persons have
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
a. As of the date of this Statement, each of the Reporting Persons may
be deemed to have shared beneficial ownership of 2,348,520 shares of Common
Stock, or approximately 7.7% of the outstanding shares of Common Stock based on
the final prospectus filed by the Issuer pursuant to Rule 424(b) on December 16,
1999.
b. MRM, through its ultimate control of Fulmead, has the ultimate
shared power to vote or to direct the vote and has shared power to dispose or
direct the disposition of all shares of Common Stock covered by this Statement.
Each of the other Reporting Persons may be deemed to have shared voting power to
vote or to direct the vote, or have shares power to dispose or direct the
disposition of the shares of Common Stock by virtue of their direct or indirect
control of the Trust and Fulmead.
c. None of the Reporting Persons have acquired any shares of Common
Stock of the Issuer during the past sixty days.
d. To the best knowledge of the Reporting Persons, no person other
than the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock of
the Issuer.
e. Not applicable.
-Page 13 of 27-
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
Exhibit A -- Joint Filing Agreement, dated as of December 21,
1999, among (i) MRM, (ii) MRM Holdings, (iii)
Hemisphere Trust, (iv) Hemisphere Trustees, (v)
Hemisphere Nominees, (vi) Hemisphere Investments,
(vii) Fulmead, (viii) the Trust and (ix) Eduard J.
Mayer.
-Page 14 of 27-
<PAGE>
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.
Dated: February 4, 2000
MUTUAL RISK MANAGEMENT LIMITED
By: /s/ Elizabeth Price
Name: Elizabeth Price
Title: Secretary
MUTUAL RISK MANAGEMENT (HOLDINGS)
LIMITED
By: /s/ Elizabeth Price
Name: Elizabeth Price
Title: Secretary
HEMISPHERE TRUST (JERSEY) LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
HEMISPHERE TRUSTEES LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
HEMISPHERE NOMINEES LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
-Page 15 of 27-
<PAGE>
HEMISPHERE INVESTMENTS LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
FULMEAD VENTURES LIMITED
By: /s/ Mungo Conner
Name: Director
Title: Director
THE MAYER TRUST
BY: HEMISPHERE TRUSTEES LIMITED,
as Trustee
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
EDUARD J. MAYER
/s/ Eduard J. Mayer
Eduard J. Mayer
-Page 16 of 27-
<PAGE>
Appendix A
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of MRM.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address MRM
--------------------- ------------------------ ---------------- ---
<S> <C> <C> <C>
Robert A. Mulderig Chief Executive Officer of Mutual Risk Management Chairman; Chief
(Bermuda) MRM; Chairman of Legion Limited Executive
Insurance Co.; Director of 44 Church Street, Hamilton Officer
Professional Risk HM12, BERMUDA
Management Services, Inc.,
The Galtney Group, Inc. and
The Bank of N.T. Butterfield
& Sons Ltd.
John Kessock, Jr. President of MRM, Mutual One Logan Square Director;
(United States) Group Ltd. and Legion; Suite 1500 President
primarily responsible for Philadelphia, Pennsylvania 19103
marketing MRM's programs;
Chairman of Commonwealth
Risk Services L.P. and the
IPC Companies. Director,
Ward North America, Inc.
Richard G. Turner Executive Vice President of One Logan Square Director;
(United States) MRM; President of CRS. Suite 1500 Executive Vice
Director of Colonial Penn Philadelphia, Pennsylvania 19103 President
Insurance Company.
Glenn R. Partridge Executive Vice President of One Logan Square Director;
(United States) MRM; Senior Vice President Suite 1500 Executive Vice
of Legion; primarily Philadelphia, Pennsylvania 19103 President
responsible for Legion's
underwriting function.
Roger E. Dailey Self employed consultant. Builder Investment Group, Director
(United States) Inc.
No. 5 Piedmont Center
Suite 700
Atlanta, Georgia 30305
David J. Doyle Partner in the law firm of Clarendon House Director
(Bermuda) Conyers Dill & Pearman, Church Street
Hamilton, Bermuda; Director Hamilton HM11
of Bermuda subsidiaries of the BERMUDA
Company.
</TABLE>
-Page 17 of 27-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Arthur E. Engel Principal of The Marine The Marine Group LLC Director
(United States) Group, LLC; Director of 1311 First Street
Mutual Indemnity Ltd. Coronado, CA 92118
Allan W. Fulkerson President and Director of Century Capital Mgt., Inc. Director
(United States) Century Capital Management, One Liberty Square
Inc., Chairman of Century Boston, Mass. 02109
Shares Trust. Director of HCC
Insurance Holdings, Inc.,
International Financial Group,
Inc., Massachusetts Fiduciary
Advisors, Inc., LUA Segueros La
Portena S.A., Wellington
Underwriting PLC and The Galtney
Group, Inc.
William F. Galtney, Jr. Chairman and CEO of The The Galtney Group, Inc. Director
(United States) Galtney Group Inc., Houston, 820 Gessner, Suite 1000
Texas; Director of Everest Re Houston, Texas 77024
(Holdings) Ltd.
Beverly H. Patrick Speaker, Author and 108 74th Street Director
(United States) Consultant P.O. Box 1197
Virginia Beach, VA 23451
Jerry S. Rosenbloom Frederick H. Ecker Professor Wharton School of the Director
(United States) of Insurance and Risk University of Pennsylvania
Management and Academic 310 Colonial PennCenter
Director, Certified Employee Philadelphia, PA 19104-6218
Benefit Specialist Program,
Wharton School, University
of Pennsylvania. Director of
Annuity and Life Re
(Holdings) Ltd., Harleysville
Mutual Insurance Company,
Terra Nova Group and
Trustee of Century Shares
Trust.
Norman L. Rosenthal President of Norman L. 415 Spruce Street Director
(United States) Rosenthal & Associates, Inc.; Philadelphia, PA 19106
Director - Plymouth Rock
Assurance Company.
Joseph D. Sargent Chairman, Bradley, Foster & 185 Asylum St. Director
(United States) Sargent, Inc.; Vice Chairman Hartford, Connecticut
of Connecticut Surety 06103-3402
Corporation; Director,
Trenwick Group, Inc., Policy
Management Systems Corp.,
EW Blanch Inc., Executive
Risk Inc., MMI Companies
Inc., and Command Systems,
Inc.
Paul D. Watson Chief Operating One Logan Square Chief Operating
(Bermuda) Officer of MRM Suite 1500 Officer
Philadelphia, Pennsylvania 19103
Richard E. O'Brien Senior Vice President and Mutual Risk Management Senior Vice President
(Bermuda) General Counsel of MRM Limited and General Counsel
44 Church Street, Hamilton
HM12, BERMUDA
</TABLE>
-Page 18 of 27-
<PAGE>
<TABLE>
<S> <C> <C> <C>
James C. Kelly Senior Vice President and Mutual Risk Management Senior Vice
(Bermuda) CFO of MRM Limited President and
44 Church Street, Hamilton CFO
</TABLE>
HM12, BERMUDA
MRM advises that no persons and/or organizations control MRM (either
individually or as a group), as the term "control" is used in Instruction C to
Rule 13d-101 promulgated under the Act.
-Page 19 of 27-
<PAGE>
Appendix B
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of MRM Holdings.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address MRM Holdings
--------------------- ------------------------ ---------------- ------------
<S> <C> <C> <C>
Robert A. Mulderig Chief Executive Officer of Mutual Risk Management Director
(Bermuda) MRM; Chairman of Legion Limited President
Insurance Co.; Director of 44 Church Street,
Professional Risk Hamilton HM12,
Management Services, Inc., BERMUDA
The Galtney Group, Inc. and
The Bank of N.T. Butterfield
& Sons Ltd.
David J. Doyle Partner in the law firm of Clarendon House Director
(Bermuda) Conyers Dill & Pearman, Church Street
Hamilton, Bermuda; Director Hamilton HM11
of Bermuda subsidiaries of the BERMUDA
Company.
James M. McDonald Conyers, Dill & Pearman Clarendon House Director
(Bermuda) Church Street
Hamilton HM11
BERMUDA
Richard E. O'Brien Senior Vice President and Mutual Risk Management Vice President
(Bermuda) General Counsel of MRM, 44 Church Street, Secretary
Secretary and Director of Hamilton HM12, Director
Bermuda subsidiaries of the BERMUDA
Company
</TABLE>
MRM Holdings advises that no persons and/or organizations other than
MRM, which owns 100% of the capital stock of MRM Holdings, control MRM Holdings
(either individually or as a group), as the term "control" is used in
Instruction C to Rule 13d-101 promulgated under the Act.
-Page 20 of 27-
<PAGE>
Appendix C
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Hemisphere Trust.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address Hemisphere Trust
--------------------- ------------------------ ---------------- ----------------
<S> <C> <C> <C>
Mungo Conner Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Denis J. P. Therezien Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Ronan Daly Lawyer Hemisphere House Director
(Bermuda) Director of Hemisphere Trust 9 Church Street
P. O. Box H.M. 951
Hamilton HMDX,
Bermuda
Col. Donald Pudney Retired Colonel Hemisphere House Director
(United Kingdom) Director of Hemisphere Trust 9 Church Street
P. O. Box H.M. 951
Hamilton HMDX,
Bermuda
Christopher Wetherhill Accountant Hemisphere House Director
(Bermuda) Director of Hemisphere Trust 9 Church Street
P. O. Box H.M. 951
Hamilton HMDX,
Bermuda
Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary
Limited Hemisphere House
(Jersey, Channel Islands) 36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
</TABLE>
Hemisphere Trust advises that no persons and/or organizations other
than MRM Holdings, which owns 100% of the capital stock of MRM Holdings, control
Hemisphere Trust (either individually or as a group), as the term "control" is
used in Instruction C to Rule 13d-101 promulgated under the Act.
-Page 21 of 27-
<PAGE>
Appendix D
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Hemisphere Trustees.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address Hemisphere Trustees
--------------------- ------------------------ ---------------- -------------------
<S> <C> <C> <C>
Mungo Conner Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Denis J. P. Therezien Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary
Limited Hemisphere House
(Jersey, Channel Islands) 36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
</TABLE>
Hemisphere Trustees advises that no persons and/or organizations other
than Hemisphere Trust, which owns 100% of the capital stock of Hemisphere
Trustees, control Hemisphere Trustees (either individually or as a group), as
the term "control" is used in Instruction C to Rule 13d-101 promulgated under
the Act.
-Page 22 of 27-
<PAGE>
Appendix E
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Hemisphere Nominees.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address Hemisphere Nominees
--------------------- ------------------------ ---------------- -------------------
<S> <C> <C> <C>
Mungo Conner Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Denis J. P. Therezien Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary
Limited Hemisphere House
(Jersey, Channel Islands) 36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
</TABLE>
Hemisphere Nominees advises that no persons and/or organizations other
than Hemisphere Trust, which owns 100% of the capital stock of Hemisphere
Nominees, control Hemisphere Nominees (either individually or as a group), as
the term "control" is used in Instruction C to Rule 13d-101 promulgated under
the Act.
-Page 23 of 27-
<PAGE>
Appendix F
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Hemisphere Investments.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address Hemisphere Investments
--------------------- ------------------------ ---------------- ----------------------
<S> <C> <C> <C>
Mungo Conner Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Denis J. P. Therezien Accountant P.O. Box 274 Director
(Jersey, Channel Islands) Director of Hemisphere Trust Hemisphere House
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary
Limited Hemisphere House
(Jersey, Channel Islands) 36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
</TABLE>
Hemisphere Investments advises that no persons and/or organizations
other than Hemisphere Trust, which owns 100% of the capital stock of Hemisphere
Investments, control Hemisphere Investments (either individually or as a group)
as the term "control" is used in Instruction C to Rule 13d-101 promulgated under
the Act.
-Page 24 of 27-
<PAGE>
Appendix G
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Fulmead.
<TABLE>
<CAPTION>
Name and Citizenship or Present Principal Relationship to
Place of Organization Occupation or Employment Business Address Fulmead
--------------------- ------------------------ ---------------- -------
<S> <C> <C> <C>
Mungo Conner Accountant P.O. Box 274
(Jersey, Channel Islands) Director Hemisphere Trust Hemisphere House Director
36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
Helen Lucy Grigg Gibson Retired teacher Clos de Saigne Director
(Sark, Channel Islands) Sark, Channel Islands
Raymond Terence Gibson Retired bank manager Clos de Saigne Director
(Sark, Channel Islands) Sark, Channel Islands
Hemisphere Secretaries Corporate secretary services P.O. Box 274 Secretary
Limited Hemisphere House
(Jersey, Channel Islands) 36 Hilgrove Street
St. Helier, Jersey
JE4 8TR
</TABLE>
Fulmead advises that 50% of the voting capital stock of Fulmead is
owned by Hemisphere Nominees and 50% of the voting capital stock of Fulmead is
owned by Hemisphere Investments, in each case as nominee and trustee for
Hemisphere Trustees. Information about these Reporting Persons is set forth on
Appendices D, E and F attached hereto.
-Page 25 of 27-
<PAGE>
EXHIBIT A
Joint Filing Agreement
In connection with the beneficial ownership of shares of common stock,
par value $.01 per share, of Z-Tel Technologies, Inc., Inc., Mutual Risk
Management Limited, a Bermuda limited liability company ("MRM"), Mutual Risk
Management (Holdings) Limited, a Bermuda limited liability company ("MRM
Holdings"), Hemisphere Trust (Jersey) Limited, a Jersey limited liability
company ("Hemisphere Trust"), Hemisphere Trustees Limited, a Jersey limited
liability company ("Hemisphere Trustees"), Hemisphere Nominees Limited, a Jersey
limited liability company ("Hemisphere Nominees"), Hemisphere Investments
Limited, a Jersey limited liability company ("Hemisphere Investments"), Fulmead
Ventures Limited, a British Virgin Islands company ("Fulmead"), The Mayer Trust,
a Channel Islands Trust (the "Trust"), and Eduard J. Mayer hereby agree to the
joint filing on behalf of such persons all filings, including the filing of an
initial Schedule 13D and all amendments thereto pursuant to Rule
13d-2(f)(1)(iii) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), required under the Exchange Act pursuant to which joint filing
statements are permitted.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing
Agreement to be signed as of this 4th day of February, 2000.
MUTUAL RISK MANAGEMENT LIMITED
By: /s/ Elizabeth Price
Name: Elizabeth Price
Title: Secretary
MUTUAL RISK MANAGEMENT (HOLDINGS)
LIMITED
By: /s/ Elizabeth Price
Name: Elizabeth Price
Title: Secretary
HEMISPHERE TRUST (JERSEY) LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
HEMISPHERE TRUSTEES LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
-Page 26 of 27-
<PAGE>
HEMISPHERE NOMINEES LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
HEMISPHERE INVESTMENTS LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
FULMEAD VENTURES LIMITED
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
THE MAYER TRUST
BY: HEMISPHERE TRUSTEES LIMITED, as
Trustee
By: /s/ Mungo Conner
Name: Mungo Conner
Title: Director
EDUARD J. MAYER
/s/ Eduard J. Mayer
Eduard J. Mayer
-Page 27 of 27-
