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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(X) Quarterly report under section 13 or 15(d) of the
Securities Exchange Act of 1934. For the quarter ended
June 30, 1998.
or
( ) Transition report pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934. For the transition
period from to .
Commission File Number: 1-11920
MMI Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3263253
(State or other jurisdiction of (IRS Employer
incorporation or organization) (Identification No.)
540 Lake Cook Road, Deerfield, Illinois 60015-5290
(Address of principal executive offices)
(847) 940-7550
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by a check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
There were 18,964,418 shares outstanding of the registrant's
common stock, $0.10 par value, as of August 11,1998.
<PAGE>
MMI Companies, Inc. and Subsidiaries
Index
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I. Financial Information (Part I data
included in original filing on 8/13/98)
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of 4
Income
Consolidated Statements of 5
Stockholders' Equity
Consolidated Statements of 6
Cash Flows
Notes to Consolidated 7-9
Financial Statements
Item 2. Management's Discussion 10-11
and Analysis of
Financial Condition and
Results of Operations
Part II. Other Information
Item 2. Changes in Securities 12
and Use of Proceeds
Item 4. Submission of Matters to 12
a Vote of Security Holders
Item 6. Exhibits and Reports on 12
Form 8K (Item 6 Exhibits
included in original filing on 8/13/98)
Signatures 13
EXHIBITS: (Exhibits included in original
filing on 8/13/98)
10.11 First Amendment to Employment Agreement
27. Financial Data Schedule.
</TABLE>
2
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) 65,883 shares of common stock were issued as of May 1, 1998
in connection with an acquisition. The shares were issued to the
three shareholders of the acquired entity in exchange for all of
the outstanding shares of the acquired entity. This transaction
was made in reliance upon the exemption contained in Section 4(2)
of the Securities Act of 1933.
(d) Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual stockholders meeting on April
16, 1998. The following directors were elected at the meeting:
Richard R. Barr, George B. Caldwell, F. Laird Facey, M.D., Alan
C. Guy, Timothy R. McCormick, Scott S. Parker, Joseph D.
Sargent, Robert A. Spass. The proposal to ratify the
appointment of Ernst & Young LLP as independent auditors was
also voted upon and passed at the meeting.
The following table sets forth the number of votes cast for,
against or withheld, and number of abstentions and broker non-
votes for each matter voted upon at the meeting (in thousands):
<TABLE>
<CAPTION>
Abstentions
Against and
or broker
Matter For withheld non-votes
<S> <C> <C> <C>
Election of directors:
Richard R.Barr 14,329 146 -
George B. Caldwell 14,329 146 -
F. Laird Facey,M.D. 14,039 166 -
Alan C. Guy 14,238 237 -
Timothy R. McCormick 14,310 165 -
Scott S. Parker 14,309 166 -
Joseph D. Sargent 14,328 147 -
Robert A. Spass 14,329 146 -
Ratification of Ernst &
Young LLP 12,987 1,467 22
</TABLE>
The following directors are continuing directors: B. Frederick
Becker, K. James Ehlen, M.D., William M. Kelley, Andrew D.
Kennedy, Gerald L. McManis and Edward C. Peddie.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
10.11 First Amendment to Employment Agreement
27. Financial Data Schedule.
B. Reports on Form 8-K. No reports on Form 8-K were
filed during the quarter.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
MMI Companies, Inc.
(Registrant)
Date: August 17, 1998
/s/B. Frederick Becker
B. Frederick Becker
Chairman and Chief
Executive Officer
Date: August 17, 1998
/s/Paul M. Orzech
Paul M. Orzech
Executive Vice President and
Chief Financial Officer
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