UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______2____)*
MBIA Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
_________________________________________________________________
(Title of Class of Securities)
55262C 10 0
_________________________________________________________________
(CUSIP Number)
Judith H. Jones, Counsel,
860-273-0810
Aetna Life and Casualty Company, 151 Farmington Avenue,
Hartford, Connecticut 06156
_________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 8, 1996
_________________________________________________________________
(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 .
Check the following box if a fee is being paid with the statement.
(A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
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 the 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. 5526C 10 0 13D-A
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aetna Life and Casualty Company
151 Farmington Avenue
Hartford, CT. 06156-3124
IRS Identification No. 06-0843808
_________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)_________
(b)_________
_________________________________________________________________
3. SEC USE ONLY
_________________________________________________________________
4. SOURCE OF FUNDS
_________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
_________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_________________________________________________________________
7. SOLE VOTING POWER
0
_________________________________
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
693,009
_________________________________
9. SOLE DISPOSITIVE POWER
0
_________________________________
10. SHARED DISPOSITIVE POWER
693,009
_________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
693,009
_________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
_________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.63%
_________________________________________________________________
14. TYPE OF REPORTING PERSON*
IC
_________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
This Amendment No. 2 to the Schedule 13D originally filed on
November 6, 1991 hereby amends such filing. Unless otherwise
indicated, all capitalized terms used but not defined herein
shall have the meaning set forth in such Schedule 13D.
Item 1. Security and Issuer
This class of equity securities to which this statement
relates is the common Stock, par value $1.00 share (the
"Shares"), issued by MBIA, Inc. (the "Company"), a Connecticut
corporation. The principal executive offices of the Company are
located at 113 King Street, Armonk, New York, 10504.
Item 2. Identity and Background
(a), (b) and (c). This statement on Schedule 13D-A is
being filed by Aetna Life and Casualty Company ("Aetna"). Aetna
is an insurance company organized under the laws of the State of
Connecticut. Its principal business is insurance. The principal
executive offices of Aetna are located at 151 Farmington Avenue,
Hartford, Connecticut 06156. The principal business of Aetna is
conducted in the United States of America.
Previously Aetna filed on Schedule 13D as part of a
"group" within the meaning of 13d-1(f) the Securities Exchange
Act of 1934, as amended (the "Act"), (such schedule and
amendments collectively, the "Filing Group Schedule 13D, as
amended"). On October 1, 1991, the joint filing arrangement was
terminated and, as the beneficial owner of more than 5% of the
Shares, Aetna filed a Schedule 13D on its own behalf on November
6, 1991.
Attached as Schedule A hereto, and incorporated herein
by reference, is a list of all executive officers and directors
of Aetna, together with the residence or business address,
present principal occupation or employment and the name,
principal business and address of the corporation or other
organization in which such employment is conducted, of each
person listed thereon.
(d) During the past five years immediately prior to the
date hereof, neither Aetna, nor to the knowledge of Aetna, any of
its executive officers or directors, has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years immediately prior to the
date hereof, neither Aetna, nor, to the knowledge of Aetna, any
of its execute officers or directors, has been a party to a 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 enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws of finding any violation with respect to
such laws.
(f) All of the executive officers and directors of
Aetna are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
A sale of shares in the ordinary course of business.
Item 5. Interest in Securities of the Issuer
Sub-item (a) of this Item is amended and restated in
its entirety to read as follows:
(a) As of the close of business on February 8, 1996,
Aetna's beneficial ownership of Shares of the Company and the
corresponding percentage of total Shares such number represents
was as follows:
Number of Shares Percentage of Total
Name Beneficially Owned MBIA Inc. Shares
Aetna Life and Casualty Company* 693,009 1.63%
Gary G. Benanav 300 ***
Daniel Kearney 500 ***
*Reporting Person
**Executive Officer or Director of Reporting Person
***Less than .05% of outstanding shares
(b) Set forth in Schedule B hereto and incorporated
herein by reference is, for each person named in (a) above, a
detailing of the number of Shares as to which there is sole power
to vote and dispose of the Shares, the number of shares as to
which there is shared power to vote and dispose of the Shares,
and the information required by Item 2 for each person with whom
such powers are shared.
(c) With the exception of a sale on February 8, 1996
by Aetna of 3,120,000 Shares at a net price of $74.375 per share
pursuant to an Underwriting Agreement dated February 25, 1992
(the "1992 Underwriting Agreement") among Aetna, the Selling
Shareholders named therein and the Underwriters named therein,
there have been no purchases or sales of shares by Aetna during
the past 60 days. To the best knowledge of Aetna, no person
described in (a) above has effected any other transactions in
Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits
N/A
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.
AETNA LIFE AND CASUALTY COMPANY
S/LUCILLE M. NICKERSON
Date Signature
April 2, 1996 Lucille M. Nickerson
Vice President and Corporate Secretary
(Title)
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
AETNA LIFE AND CASUALTY
All directors and executive officers are citizens of the United
States of America unless otherwise noted.
AETNA LIFE AND CASUALTY COMPANY
Directors
Residence or Principal
Name Business Address Occupation
Wallace Barnes 1875 Perkins Street Chairman of the
Bristol, CT 06010 Board, Rohr Inc.
Ronald E. Compton Aetna Life and Chairman and
Casualty Company President
151 Farmington Ave. Aetna Life and
Hartford, CT 06156 Casualty Company
William H. Donaldson Donald Enterprises, Co-founder and
Inc. Senior Advisor
375 Park Avenue Donaldson Lufkin
New York, NY 10017 & Jenrette, Inc.
Chairman
Donaldson
Enterprises, Inc.
Barbara Hackman Franklin Barbara Franklin President and
Enterprises Chief Executive
2600 Virginia Ave. NW Officer
Washington, DC 20037 Barbara Franklin
Enterprises
Earl G. Graves Earl G. Graves, Ltd. Chairman and
130 Fifth Avenue Chief Executive
New York, NY 10011 Officer
Earl G. Graves Ltd.
Gerald Greenwald UAL Corporation Chairman and
1200 E.Algonquin Rd. Chief Executive Officer
Elk Grove Village, UAL Corporation
Illinois 60007
Ellen M. Hancock National Semiconductor Executive Vice
Corporation President and
1090 Kifer Road Chief Operating
Sunnyvale, CA 94086 Officer
National Semiconductor
Corporation
Michael H. Jordan Westinghouse Electric Chairman and
Corporation Chief Executive
Westinghouse Building Officer
11 Stanwix Street Westinghouse
Pittsburgh, PA 15222 Electric
Corporation
Jack D. Kuehler P.O. Box 11130 Retired Vice
Telluride, CO 81435 Chairman
International
Business Machines
Corporation
Frank R. O'Keefe, Jr. John's Island Retired Chairman,
Vero Beach, FL 32963 President and Chief
Executive Officer
Armtek Corporation
Judith Rodin University of President
Pennsylvania University of
121 College Hall Pennsylvania
Philadelphia, PA 19104
Executive Officers
Residence or
Name Business Address Principal Occupation
(all with Aetna Life
and Casualty Company)
Zoe Baird Aetna Life and Senior Vice
Casualty Company President and
151 Farmington Avenue General Counsel
Hartford, CT 06156
Gary G. Benanav Aetna Life and Executive Vice
Casualty Company President,
151 Farmington Avenue Property Casualty
Hartford, CT 06156
J. Roger Bolton Aetna Life and Senior Vice President
Casualty Company Corporate
151 Farmington Avenue Communications
Hartford, CT 06156
Robert E. Broatch Aetna Life and Senior Vice President
Casualty Company Finance
151 Farmington Avenue
Hartford, CT 06156
Mary Ann Champlin Aetna Life and Senior Vice President
Casualty Company Aetna Human Resources
151 Farmington Avenue
Hartford, CT 06156
Ronald E. Compton Aetna Life and Chairman and President
Casualty Company
151 Farmington Avenue
Hartford, CT 06156
Daniel P. Kearney Aetna Life and Executive Vice
Casualty Company President,
151 Farmington Ave. Investments/Financial
Hartford, CT 06156 Services
James W. McLane Aetna Life and Executive Vice
Casualty Company President,
151 Farmington Avenue Health/Group Life
Hartford, CT 06156
Vanda B. McMurtry Aetna Life and Senior Vice President
151 Farmington Avenue Federal Government
Hartford, CT 06156 Relations
Robert J. Price Aetna Life and Vice President and
Casualty Company Corporate Controller
151 Farmington Avenue
Hartford, CT 06156
<PAGE>
SCHEDULE B
*: Reporting Person
**:Executive Officer or Director of Reporting Person
***: Less than .05% of outstanding shares
Figures given in the table represent numbers of shares.
Name Sole Power to Shared Power to
Vote and Vote
to Direct and to Direct
Disposition Disposition
Aetna Life and
Casualty Company* 693,009
- - Gary G. Benanav*** 300
- - Daniel Kearney*** 500
THE AETNA CASUALTY AND SURETY COMPANY
Directors
Residence or
Name Business Address Principal Occupation
Wallace Barnes 1875 Perkins Street Chairman of the Board
Bristol, CT 06010 Rohr Inc.
Ronald E. Compton Aetna Life and President and Chief
Casualty Company Executive Officer,
151 Farmington Avenue Aetna Life and Casualty
Hartford, CT 06156 Company
William H. Donaldson Donald Enterprises, Inc. Co-founder and
375 Park Avenue Senior Advisor
New York, NY 10017 Donaldson Lufkin
& Jenrette,
Chairman
Donaldson
Enterprises, Inc.
Barbara Hackman Franklin Barbara Franklin President and
Enterprises Chief Executive Officer
2600 Virginia Avenue, NW Barbara Franklin
Washington, DC 20037 Enterprises
Earl G. Graves Earl G. Graves, Ltd. Chairman and
130 Fifth Avenue Chief Executive Officer
New York, NY 10011 Earl G. Graves Ltd.
Gerald Greenwald UAL Corporation Chairman and
1200 East Algonquin Road Chief Executive Officer
Elk Grove Village, IL 60007 UAL Corporation
Ellen M. Hancock National Semiconductor Executive Vice
Corporation President and
1090 Kifer Road Chief Operating Officer
Sunnyvale, CA 94086 National Semiconductor
Corporation
Michael H. Jordan Westinghouse Electric Chairman and Chief
Corporation Executive Officer
Westinghouse Building Westinghouse Electric
11 Stanwix Street Corporation
Pittsburgh, PA 15222
Jack D. Kuehler P.O. Box 11130 Retired Vice Chairman
Telluride, CO 81435 International Business
Machines Corporation
Frank R. O'Keefe, Jr. John's Island Retired Chairman
Vero Beach, FL 32963 President and
Chief Executive Officer
Armtek Corporation
Judith Rodin University of Pennsylavnia President
121 College Hall University of
Philadelphia, PA 19104 Pennsylvania
Executive Officers
Residence or
Name Business Address Principal Occupation
(all with Aetna Life
and Casualty Company)
Zoe Baird Aetna Life and Senior Vice President
Casualty Company and General Counsel
151 Farmington Avenue
Hartford, CT 06156
Gary G. Benanav Aetna Life and Executive Vice President
Casualty Company Property Casualty
151 Farmington Avenue
Hartford, CT 06156
J. Roger Bolton Aetna Life and Senior Vice President
Casualty Company Corporate Communications
151 Farmington Avenue
Hartford, CT 06156
Robert E. Broatch Aetna Life and Senior Vice President
Casualty Company Finance
151 Farmington Avenue
Hartford, CT 06156
Mary Ann Champlin Aetna Life and Senior Vice President
Casualty Company Aetna Human Resources
151 Farmington Avenue
Hartford, CT 06156
Ronald E. Compton Aetna Life and Chairman and President
Casualty Company
151 Farmington Avenue
Hartford, CT 06156
Daniel P. Kearney Aetna Life and Executive Vice President
Casualty Company Investments/Financial
151 Farmington Avenue
Hartford, CT 06156
James W. McLane Aetna Life and Executive Vice President
Casualty Company Health/Group Life
151 Farmington Avenue
Hartford, CT 06156
Vanda B. McMurtry Aetna Life and Senior Vice President
Casualty Company Federal Government
151 Farmington Avenue Relations
Hartford, CT 06156
Robert J. Price Aetna Life and Vice President
Casualty Company and Corporate Controller
151 Farmington Avenue
Hartford, CT 06156
