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Draft--November 16, 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1995
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 No. 1-9583
MBIA INC.
A Connecticut Corporation
I.R.S. Employer Identification No. 06-1185706
113 King Street, Armonk, N. Y. 10504
(914) 273-4545
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 ___
---
As of July 31, 1995 there were outstanding 41,740,371 shares of Common Stock,
par value $1 per share, of the registrant.
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The Company's Form 10-Q for the quarter ended June 30, 1995 is hereby
amended by adding the following:
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
At the annual meeting of the Company's shareholders held on May 11, 1995,
the 13 nominees listed below were elected as directors of the Company to hold
office until the 1996 annual meeting. In addition, at such meeting, the
Company's shareholders (i) ratified the appointment of Coopers & Lybrand as the
independent auditors of the Company for 1995; (ii) voted to amend the Company's
Certificate of Incorporation to allow an increase in the authorized shares of
common stock to 200,000,000; (iii) voted to increase the number of shares
available for grant under the MBIA Inc. 1987 Stock Option Plan; and (iv) voted
to adopt an employee incentive compensation plan.
The number of votes with respect to each of these matters was as follows:
(a) Election of Directors:
NUMBER OF VOTES
---------------
NOMINEES IN FAVOR WITHHELD
- -------- ---------- --------
William O. Bailey 35,730,238 62,027
Joseph W. Brown, Jr. 35,741,652 50,613
David C. Clapp 35,723,277 68,988
David H. Elliott 35,742,012 50,253
Claire L. Gaudiani 35,731,247 61,018
William H. Gray, III 35,028,292 763,973
Freda S. Johnson 35,740,990 51,275
Daniel P. Kearney 35,735,952 56,313
James A. Lebenthal 35,733,747 58,518
Robert B. Nicholas 35,732,362 59,903
Pierre-Henri Richard 35,725,432 66,833
Paul A. Volcker 35,738,627 53,638
Richard L. Weill 35,741,677 50,588
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(b) Ratification of Appointment of Independent Auditors:
Votes for: 35,707,708
Votes against: 31,631
Abstentions: 52,926
(c) Amendment of the Company's Certificate of Incorporation:
Votes for: 27,790,293
Votes against: 7,901,642
Abstentions: 100,330
Broker No Votes: -0-
(d) Increase in the Number of Shares Available for Granting under the
Company's 1987 Stock Option Plan:
Votes for: 28,513,254
Votes against: 1,601,926
Abstentions: 152,476
Broker No Votes: 5,524,609
(e) Adoption of an Employee Incentive Compensation Plan:
Votes for: 28,782,961
Votes against: 1,332,043
Abstentions: 152,652
Broker No Votes: 5,524,609
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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.
MBIA INC.
--------------------------
(Registrant)
Date: November 30, 1995 /s/ Julliette S. Tehrani
---------------------------
Name: Julliette S. Tehrani
Title:Senior Vice President
and Chief Financial Officer
(principal financial
officer)
Date: November 30, 1995 /s/ Elizabeth B. Sullivan
---------------------------
Name: Elizabeth B. Sullivan
Title:Vice President and
Controller (principal
accounting officer)
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