As filed with the Securities and Exchange Commission on June 27, 2000
Registration Statement No. 33-72786
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------------------
MMI COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3263253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
540 Lake Cook Road, Deerfield, Illinois 60015-5290
(Address, including zip code, of principal executive offices)
MMI Companies, Inc. Amended and Restated Savings and
Profit Sharing Plan and Trust
(Full title of the plan)
Bruce A. Backberg, MMI Companies, Inc., 540 Lake Cook Road,
Deerfield, Illinois 60015-5290
(708) 940-7550
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
DEREGISTRATION OF SECURITIES
Pursuant to the Registration Statement on Form S-8, Registration Number
33-72786 (the "Registration Statement"), filed on December 13, 1993, to which
this Post-Effective Amendment No. 1 relates, the MMI Companies, Inc. (the
"Registrant") registered an indeterminate amount of interests in the MMI
Companies, Inc. Amended and Restated Savings and Profit Sharing Plan and Trust
(the "Plan").
On April 18, 2000, the Registrant was merged with a subsidiary of The
St. Paul Companies, Inc, a Minnesota corporation ("The St. Paul"), pursuant to
an Agreement and Plan of Merger, dated as of December 20, 1999 (the "Merger
Agreement"), between the Registrant, The St. Paul and Bowman Acquisition Corp.,
a Delaware corporation and a wholly-owned subsidiary of The St. Paul. Pursuant
to the terms of the Merger Agreement, all of the issued and outstanding shares
of the Registrant's common stock, par value $0.10 per share, were converted into
cash.
This Post-Effective Amendment No. 1 deregisters all interests remaining
to be issued under the Plan.
<PAGE>
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 on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the County of Ramsey,
State of Minnesota, on the 27th day of June, 2000.
MMI COMPANIES, INC.
By: /s/ Bruce A. Backberg
--------------------------------
Name: Bruce Backberg
Title: Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chief Executive Officer and June 27, 2000
/s/ Douglas W. Leatherdale Director (Principal Executive
------------------------ Officer)
(Douglas W. Leatherdale)
Senior Vice President-Finance and June 27, 2000
/s/ Thomas A. Bradley Director (Principal Financial
------------------------ Officer)
(Thomas A. Bradley)
/s/ Kathleen A. Chagnon Director June 27, 2000
------------------------
(Kathleen A. Chagnon)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 27th day of June, 2000.
MMI COMPANIES, INC. AMENDED AND RESTATED SAVINGS
AND PROFIT SHARING PLAN AND TRUST
By: /s/ Merrilee Hepler
---------------------------------
Name: Merrilee Hepler
Title: Trustee
