<PAGE>
As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MBIA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 113 KING STREET 06-1185706
ARMONK, NEW YORK 10504
(State or other jurisdiction of (914) 273-4545 (IRS Employer
incorporation or organization) Identification No.)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
LOUIS G. LENZI, ESQ.
GENERAL COUNSEL AND CORPORATE SECRETARY
MBIA INC.
113 KING STREET
ARMONK, NEW YORK 10504
(914) 273-4545
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
---------------
COPIES TO:
ANDREW L. SOMMER, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions and other factors.
----------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to Be Registered Be Offering Aggregate Registration Fee
Registered Price per Unit(1) Offering Price(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,191,197 $56.75 $67,600,429.75 $19,942.13
===========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based upon
the average of the high and low prices of Registrant's Common Stock on
September 1, 1998 on the New York Stock Exchange.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated September 4, 1998.
PROSPECTUS
1,191,197 SHARES
MBIA INC.
COMMON STOCK
------------
This Prospectus relates to the resale (the "Offering"), from time to time, by
the selling Stockholders named in this Prospectus (the "Selling Stockholders"),
or for the account of pledgees, donees, transferees or other successors in
interest of the Selling Stockholders, of up to 1,191,197 shares (the "Offered
Shares") of Common Stock, $1.00 par value per share (the "Common Stock"), of
MBIA Inc. (the "Company"). See "Selling Stockholders".
The Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "MBI". On September 3, 1998, the last reported sale price of the
Common Stock on the NYSE was $57-9/16.
The distribution of the Offered Shares by the Selling Stockholders or their
pledgees, donees, transferees or other successors in interest may be effected
from time to time in one or more transactions (which may be block transactions)
on the NYSE or otherwise, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of the
NYSE, in the over-the-counter-market, in negotiated transactions, through the
writing of options on shares (whether such options are listed on an options
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholders or their
pledgees, donees, transferees or other successors in interest may effect such
transactions through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders and/or purchasers of shares for whom they may act
as agent which compensation may be in excess of customary commissions). See
"Plan of Distribution".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF
INSURANCE FOR THE STATE OF NORTH CAROLINA, NOR HAS THE COMMISSIONER RULED UPON
THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.
---------------
The Date of this Prospectus is , 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and proxy
and information statements and other information concerning the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549
and at the following regional offices of the Commission: Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661, 14th Floor, and Seven
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549,
at prescribed rates, or may be viewed by visiting the Commission's web site at
http://www.sec.gov. Reports, proxy statements and other information concerning
the Company may also be inspected at the offices of the New York Stock Exchange,
Inc. at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form S-
3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. In addition, certain documents filed by the Company with the
Commission have been incorporated by reference in this Prospectus. See
"Incorporation of Certain Documents by Reference." Statements contained herein
concerning the provisions of any document do not purport to be complete, and in
each instance are qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
(2) The Company's Quarterly Report on Form 10-Q for each of the first two
calendar quarters of 1998.
(3) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A filed with the Commission on June
15, 1987, as amended by the Form 8-A filed with the Commission on December 31,
1991, by the Form 8-A filed with the Commission on October 27, 1994 and by the
Form 8-A filed with the Commission on May 29, 1998.
(4) The Company's Current Reports on Form 8-K filed with the Commission on
November 19, 1997, January 16, 1998 and February 20, 1998.
Any documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
2
<PAGE>
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the foregoing documents). Any such request
should be directed to: Louis G. Lenzi, Esq., MBIA Inc., 113 King Street, Armonk,
New York 10504 (telephone: (914) 273-4545).
THE COMPANY
MBIA Inc. (the "Company") is engaged primarily in providing financial
guarantees for municipal bonds, asset-backed and mortgaged-backed securities,
selected corporate debt, including investor-owned utility bonds, and debt of
high quality financial institutions. These financial guarantees are provided
principally through the Company's wholly-owned subsidiary, MBIA Insurance
Corporation ("MBIA Corp.")./1/ For the six months ended June 30, 1998, the
Company insured $28.5 billion and $0.4 billion of gross par value, respectively,
of domestic and international new issue and secondary market municipal bonds,
$21.2 billion and $5.1 billion of gross par value, respectively, of domestic and
international structured finance business, and $1.6 billion and $1.3 billion of
gross par value, respectively, of domestic and international new issue and
secondary market direct corporate and financial institution obligations. As of
June 30, 1998, the total net par amount of outstanding bonds insured by the
Company was $338.6 billion and the aggregate net insurance in force was $566.2
billion.
Financial guarantee insurance provides an unconditional and
irrevocable guarantee of the payment of the principal of and interest on insured
obligations when due. MBIA Corp. primarily insures obligations sold in the new
issue and secondary markets, including those held in unit investment trusts and
by mutual funds. It also provides surety bonds for debt service reserve funds.
The principal economic value of financial guarantee insurance to the entity
offering the obligations is the saving in interest costs resulting from the
difference in the market yield between an insured obligation and the same
obligation on an uninsured basis. In addition, for complex financings and for
obligations of issuers that are not well known by investors, insured obligations
receive greater market acceptance than uninsured obligations. All obligations
insured by MBIA Corp. are rated AAA by Standard & Poor's Ratings Group, a
division of The McGraw-Hill Companies, Inc. and Fitch IBCA, Inc. and Aaa by
Moody's Investors Service, Inc., the highest ratings assigned by these rating
agencies.
The Company, through its wholly-owned subsidiary, MBIA Assurance S.A., writes
financial guarantee insurance in the international market, including policies
insuring sovereign risk, public infrastructure financings, asset-backed
transactions and certain obligations of corporations and financial institutions.
In 1995, MBIA Corp. entered into a joint venture agreement with Ambac Assurance
Corporation for the purpose of jointly marketing financial guarantee insurance
outside the United States.
The Company's insurance operations derive their income from insurance
premiums earned over the life of the insured obligations and from investment
income earned on assets representing capital, retained earnings and deferred
premium revenues. As of June 30, 1998, the Company's deferred premiums revenues
were $2,173.0 million, its shareholders' equity was $3,568.5 million, and its
total investments were $9,009.6 million and $9,410.6 million at book value and
market value, respectively. As of June 30, 1998, MBIA Corp.'s investment
portfolio was $5,491.8 million and $5,764.6 million at book value and market
value, respectively, and was primarily comprised of high-quality fixed income
securities with intermediate maturities.
The Company's subsidiaries also provide consulting services to public sector
clients, including U.S. state and local governments, municipalities, colleges
and universities. These services include cash management,
- --------------------------
/1/ The Company's results have been restated to reflect its merger with CapMAC
Holdings Inc.
3
<PAGE>
municipal investment agreements, discretionary asset management, purchase and
administrative services, tax discovery and compliance, tax audit, analysis and
information services and bond administration services.
In February, 1998, the Company acquired CapMAC Holdings Inc. ("CapMAC") in a
stock-for-stock merger which was accounted for as a pooling of interests.
CapMAC, through its insurance subsidiaries, is in the business of insuring
structured asset-backed, corporate, municipal and other financial obligations in
the U.S. and international capital markets and providing financial guarantee
reinsurance for structured asset-backed, corporate, municipal and other
financial obligations written by other major insurance companies. For the six
months ended June 30, 1998, CapMAC insured $2.0 billion and $0.8 billion of
gross par value, respectively, of domestic and international structured finance
business.
The financial guarantee industry is subject to the direct and indirect
effects of governmental regulation, including changes in tax laws affecting the
municipal and asset-backed debt markets. No assurance can be given that future
legislative or regulatory changes might not adversely affect the results of
operations and financial condition of the Company.
The principal executive offices of the Company are located at 113 King
Street, Armonk, New York 10504. The telephone number is (914) 273-4545.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the Offered
Shares by the Selling Stockholders.
4
<PAGE>
SELLING STOCKHOLDERS
The following table identifies the Selling Stockholders, the number of
outstanding shares of Common Stock of the Company beneficially owned by each
such Selling Stockholder as of August 3, 1998, the maximum number of shares of
Common Stock proposed to be offered by each such Selling Stockholder and the
number of shares of Common Stock of the Company to be owned by each such Selling
Stockholder after completion of the Offering.
Shares Beneficially Shares to be Owned
Owned Prior Shares Offered After Completion
Selling Stockholder to the Offering Hereby of the Offering
- --------------------- ------------------- -------------- ------------------
Cynthia R. Axelrod 7,469 7,469 0
Anna M. Bencrowsky 4,268 4,268 0
Michael F. Biemer 34,144 34,144 0
W. Thacher Brown 444,512 444,512 0
J. Barron Clancy 6,402 6,402 0
Thomas A. Considine 3,201 3,201 0
Frederic N. Dittmann 29,876 29,876 0
John H. Donaldson 28,809 28,809 0
Joseph T. Doyle, Jr. 59,752 59,752 0
Kenneth A. Egan 6,402 6,402 0
George W. Gephart, Jr. 117,370 117,370 0
Robert W. Herz 10,670 10,670 0
Stephen D. Kepes 6,402 6,402 0
Amy B. Lieb 6,402 6,402 0
John J. McElroy 171,146 171,146 0
Rhonda McNavish 1,067 1,067 0
James E. Moore, III 2,134 2,134 0
Patricia J. Myers 86,427 86,427 0
Edwin P. Powell 12,804 12,804 0
John H. Springrose 110,968 110,968 0
Nancy W. Tetley 5,761 5,761 0
Hans van den Berg 19,206 19,206 0
Denise E. White 1,067 1,067 0
Marcia Zercoe 14,938 14,938 0
TOTAL 1,191,197 1,191,197 0
Each of the Selling Stockholders received the shares of Common Stock offered
by it hereby directly or indirectly in connection with the acquisition of 1838
Investment Advisors, Inc. ("1838") by the Company. None of the Selling
Stockholders has held any position or office or otherwise had a material
relationship with the Company within the past three years other than as a result
of owning shares of Common Stock. Some of the Selling Stockholders are officers
or directors of 1838, now a subsidiary of the Company, including the following
who hold more senior positions:
W. Thacher Brown President and Member of the Board of Directors
George W. Gephart, Jr. Senior Managing Director
John H. Springrose Senior Managing Director
Joseph T. Doyle, Jr. Managing Director
John J. McElroy, III Managing Director
Edwin B. Powell Managing Director
Hans van den Berg Managing Director
5
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following is a summary of the terms of the Company's Amended and Restated
Certificate of Incorporation.
The Company's authorized capital stock consists of 200,000,000 shares of
Common Stock and 10,000,000 shares of Preferred Stock, par value $1.00 per
share. At the date of this Prospectus no shares of Preferred Stock are
presently outstanding. The Company does not presently have outstanding, and the
Amended and Restated Certificate of Incorporation does not authorize, any other
classes of capital stock. The issued and outstanding shares of Common Stock are
duly authorized, validly issued, fully paid and nonassessable.
COMMON STOCK
Holders of shares of Common Stock have no preemptive, redemption or
conversion rights. The holders of Common Stock are entitled to receive
dividends when and as declared by the Board of Directors out of funds legally
available therefor. Upon liquidation, dissolution or winding up of the Company,
the holders of Common Stock may share ratably in the net assets of the Company
after payment in full to all creditors of the Company and liquidating
distributions to holders of Preferred Stock, if any. Each holder of Common
Stock is entitled to one vote per share on all matters submitted to a vote of
shareholders.
The Common Stock is traded on the NYSE under the symbol 'MBI'. The transfer
agent for the Common Stock is ChaseMellon Shareholder Services, L.L.C.
CERTAIN PROVISIONS OF RESTATED CERTIFICATE OF INCORPORATION
The Company's Amended and Restated Certificate of Incorporation requires the
approval of at least 80% of the outstanding shares of Common Stock for the
amendment of certain provisions which describe the factors the Board may
consider in evaluating proposed mergers, sales and other corporate transactions.
Further, as an insurance holding company, the Company is subject to certain
state insurance regulations that require prior approval of a change of control.
See "Business-Regulation" in the Company's 1997 Form 10-K. These provisions and
regulations may discourage attempts to obtain control of the Company.
In the Amended and Restated Certificate of Incorporation the Company elects
not to be subject to the provisions of Sections 33-374a through 33-374c of the
Connecticut Stock Corporation Act, which were replaced on January 1, 1997 by
Sections 33-840 through 33-842 of the Connecticut Business Corporation Act
("CBCA"). Under Connecticut law, the Company's election applies to the CBCA
provisions. If the Company had not made such an election these provisions
would require the approval of the holders of at least 80% of the voting power of
the outstanding voting stock of the Company, and at least 66 2/3% of the voting
power of the outstanding voting stock of the Company other than voting stock
held by certain holders of 10% or more of such voting power or by certain
affiliates of the Company, as a condition for mergers, liquidations and other
business transactions involving the Company and the holders of 10% or more of
such voting power or certain affiliates of the Company unless certain minimum
price and procedural requirements are met.
RIGHTS AGREEMENT
On December 12, 1991, the Company's Board of Directors declared a dividend
distribution of one Preferred Share Purchase Right (a "Right") for each share of
Common Stock pursuant to a Rights Agreement, dated as of December 12, 1991,
between MBIA Inc. and Mellon Bank, N.A. (the "Rights Agreement"). A Right is
attached to each share of Common Stock issued subsequent to the date of the
Rights Agreement. Each Right entitles the registered holder to purchase from
the Company one two-hundredths of a Junior Participating Cumulative Preferred
Share (the "Junior Preferred Stock") of the Company at a price of $160, subject
to
6
<PAGE>
certain adjustments to prevent dilution through stock dividends, splits and
combinations and distributions of warrants or other securities or assets. The
Junior Preferred Stock will rank senior to Common Stock, but could rank junior
to other classes of Preferred Stock that might be issued, as to dividends and
liquidating distributions, and will have 100 votes per share, voting together
with Common Stock. Initially, the Rights are attached to shares of Common Stock
and are not represented by separate certificates or exercisable until the
earlier to occur of (a) ten business days following the public announcement by
the Company (the "Shares Acquisition Date") that a person or group of persons
acquired (or obtained the right to acquire) beneficial ownership of 10% or more
of the outstanding Common Stock and (b) ten business days (or, if determined by
the Board of Directors, a later date) following the announcement or commencement
of a tender offer or exchange offer which, if successful, would result in the
bidder owning 10% or more of the outstanding Common Stock. However, no person
shall be deemed to have acquired or obtained the right to acquire the beneficial
ownership of 10% or more of the outstanding shares of the Company's Common
Stock, if the Board of Directors determines that such acquisition is
inadvertent, and such person promptly divests itself of a sufficient number of
shares to be below the 10% ownership threshold. On such earlier date, Rights
certificates would be issued and mailed to holders of Common Stock. The Rights
will expire on December 12, 2001, unless earlier redeemed or exchanged.
If an acquiring person or group acquires beneficial ownership of 10% or more
of the Common Stock (except pursuant to a tender or exchange offer for all of
the outstanding Common Stock determined by a majority of the Company's
independent directors to be fair and in the best interests of the Company and
its shareholders), then each Right (other than those held by the acquiror, which
will become void) will entitle its holder to purchase for $160 (or the purchase
price as then adjusted) that number of shares of Common Stock (or, in certain
circumstances, cash, a reduction in the purchase price, Common Stock, other
securities of the Company, other property or a combination thereof) having a
market value of $320 (or 200% of the adjusted purchase price). If, after an
acquiring person or group so acquires 10% or more of the Common Stock in a
merger or other business combination and (a) the Company shall not be the
surviving or continuing corporation, (b) the Company shall be the surviving or
continuing corporation and all or part of the Shares of Common Stock shall be
changed or exchanged, or (c) 50% or more of the Company's assets, cash flow or
earning power is sold, then proper provision shall be made so that each Right
(other than those held by the acquiror) will entitle its holder to purchase that
number of shares of common stock of the acquiring company which at the time of
such transaction would have a market value of 200% of the then-effective
purchase price.
The Company's Board of Directors may redeem all but not less than all of the
Rights at $0.01 per Right at any time prior to ten business days following the
Shares Acquisition Date. Additionally, at any time after a person or group
acquires 10% or more but less than 50% of the outstanding Common Stock, the
Company's Board of Directors may exchange the Rights (other than those held by
the acquiror, which will become void), in whole or in part, at an exchange ratio
of one share of Common Stock per Right (subject to adjustment). The Board of
Directors may also amend the Rights at any time prior to the Shares Acquisition
Date. The Company's Rights Plan is designed to make it more likely that all of
the Company's shareholders receive fair and equal treatment in the event of any
unsolicited attempt to acquire the Company and to guard against the use of
coercive tactics to gain control of the Company. However, the existence of the
Company's Rights Plan might discourage unsolicited merger proposals and
unfriendly tender offers and may therefore deprive shareholders of an
opportunity to sell their shares at a premium over prevailing market prices.
PLAN OF DISTRIBUTION
The distribution of the Offered Shares by the Selling Stockholders or their
pledgees, donees, transferees or other successors in interest may be effected
from time to time in one or more transactions (which may be block transactions)
on the NYSE or otherwise, in special offerings, exchange distributions or
secondary distributions pursuant to and in accordance with the rules of the
NYSE, in the over-the-counter-market, in negotiated transactions, through the
writing of options on shares (whether such options are listed on an options
7
<PAGE>
exchange or otherwise), or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholders or their
pledgees, donees, transferees or other successors in interest may also sell
Offered Shares short pursuant to this Prospectus and deliver Offered Shares to
close out such short positions. The Selling Stockholders or their pledgees,
donees, transferees or other successors in interest may effect such transactions
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or purchases of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Stockholders or their pledgees, donees, transferees or other successors in
interest and broker-dealers that participate with the Selling Stockholders or
their pledgees, donees, transferees or other successors in interest in the
distribution of the Offered Shares may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on the resale of the Offered Shares may be deemed to be
underwriting compensation.
There is no assurance that the Selling Stockholders will sell any or all of
the Offered Shares described herein and they may transfer, devise or gift the
Offered Shares by other means not described herein, including, without
limitation, pursuant to Rule 144 under the Securities Act.
The Company is permitted to suspend the use of this Prospectus in connection
with sales of Offered Shares by the Selling Stockholders during certain periods
of time under certain circumstances relating to pending corporate developments
and public filings with the Commission and similar events. Expenses of
preparing and filing the Registration Statement and all post-effective
amendments will be borne by the Company.
LEGAL MATTERS
Certain legal matters with respect to the legality of the Securities being
offered hereby will be passed upon for the Company by Day, Berry & Howard LLP,
CityPlace I, Hartford, Connecticut 06103.
EXPERTS
The consolidated financial statements and the related financial statement
schedules of the Company appearing or incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997, have been
audited by PricewaterhouseCoopers LLP, independent accountants, as set forth
in their report thereon dated February 3, 1998 incorporated by reference or
included therein and incorporated herein by reference. Such consolidated
financial statements and financial statement schedules are incorporated herein
by reference in reliance upon such report given the authority of such firm as
experts in accounting and auditing.
8
<PAGE>
====================================== ========================================
No dealer, salesperson or other person
has been authorized to give any
information or to make representations
not contained in this Prospectus, and, 1,191,197 SHARES
if given or made, such information or
representations must not be relied
upon as having been authorized by the
Company or the Selling Stockholders.
This Prospectus does not constitute an
offer of any securities other than those MBIA INC.
to which it relates or an offer to sell,
or solicitation of an offer to buy, to
any person in any jurisdiction where
such an offer or solicitation would be
unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder COMMON STOCK
shall, under any circumstances, create
any implication that the information
contained herein is correct as of any
time subsequent to the date hereof.
--------------
TABLE OF CONTENTS
Page
---- ----------------
Available Information 2 PROSPECTUS
Incorporation of Certain ----------------
Documents by Reference 2
The Company 3
Use of Proceeds 4
Selling Stockholders 5
Description of Capital Stock 6
Plan of Distribution 7
Legal Matters 8
Experts 8
, 1998
====================================== ========================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the Securities being registered:
Registration Fee...................... $19,942.13
Printing.............................. 10,000.00
Accounting Fees....................... 5,000.00
Legal Fees............................ 15,000.00
Miscellaneous......................... 2,000.00
TOTAL $51,942.13
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company was incorporated under the laws of the State of Connecticut in
1986. Section 33-771 of the Connecticut Business Corporation Act (the "CBCA")
states that, unless its certificate of incorporation otherwise provides, a
Corporation formed under Connecticut law prior to January 1, 1997 shall
indemnify under Sections 33-770 to 33-778, inclusive, as amended, a director to
the same extent the corporation is permitted to provide the same to a director
pursuant to Section 33-771(a)(1), (b), (c) and (d). The obligation to indemnify
is subject to certain limitations set forth in Section 33-775 of the CBCA, which
require a determination in each case, in the manner set forth in Section 33-775,
that indemnification of the director is permissible and authorized. Under
Section 33-774 of the CBCA, a director may also apply to a court of competent
jurisdiction for indemnification. Section 33-776(d) of the CBCA provides that a
corporation incorporated under Connecticut law prior to January 1, 1997 shall
also indemnify each of its officers who is not a director to the same extent as
the corporation is permitted to provide the same to a director under Section 33-
771(a)(1), (b), (c) and (d), as limited by Section 33-775. The general counsel
or other officers specified by the Board of Directors may make the determination
required by Section 33-775, in addition to the persons specified in that
Section.
In general, Section 33-771 provides that a corporation may indemnify an
individual made a party to a proceeding because he is a director against
liability incurred in the proceeding if: (1) (A) he conducted himself in good
- -
faith; (B) he reasonably believed (i) in the case of conduct in his official
- -
capacity, that his conduct was in the best interests of the corporation and (ii)
--
in all other cases, that his conduct was at least not opposed to the best
interests of the corporation; and (C) in the case of any criminal proceeding, he
-
had no reasonable cause to believe his conduct was unlawful; or (2) he engaged
-
in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation as authorized
by Section 33-636(b)(5) of the CBCA. Sections 33-772 and 33-773 of the CBCA
require or permit a corporation, in certain circumstances and subject to certain
limitations set forth therein, to also indemnify or make advances to a director
against reasonable expenses incurred in such a proceeding.
Section 33-771(d) provides that, unless ordered by a court, a corporation may
not indemnify a director (1) in connection with a proceeding by or in the right
-
of the corporation except for reasonable expenses incurred in connection with
the proceeding if it is determined that the director has met the relevant
standard of conduct under 33-771 (a); or (2) in connection with any proceeding
-
with respect to conduct for which he was adjudged liable on the basis that he
received a financial benefit to which he was not entitled whether or not
involving action in his official capacity.
II-1
<PAGE>
The Company has purchased insurance providing officers and directors of the
Company (and their heirs and other legal representatives) coverage against
certain liabilities arising from any negligent act, error, omission or breach of
duty claimed against them solely by reason of their being such officers and
directors, and providing coverage for the Company against its obligation to
provide indemnification as required by the above-described statutes and the
Amended and Restated Certificate of Incorporation. The insurance policy has a
$50 million aggregate policy limit for any loss or losses during the policy
year.
The Amended and Restated Shareholders' Agreement among the Company and its
Founding Shareholders provides for indemnification of the shareholders that are
parties thereto under certain circumstances (filed as Exhibit 10.30 to the
Company's Registration Statement on Form S-1 (Registration No. 33-14474)).
Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
4. Instruments Defining the Rights of Security Holders.
4.01. Specimen stock certificates representing shares of Common Stock,
incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-1, filed with the Commission on May 21, 1987
(Registration No. 33-14474).
4.02. Rights Agreement, dated as of December 12, 1991, between the Company
and Mellon Bank, N.A., as Rights Agent, incorporated by reference to
Exhibit 1 to the Form 8-A and the Current Report on Form 8-K, filed
with the Commission December 31, 1991, as amended by Amendment No. 1
to the Rights Agreement, incorporated by reference to Exhibit 1 to
the Form 8-A and the Current Report on Form 8-K, filed with the
Commission on October 27, 1994.
5. Opinions as to Validity.
5.01. Opinion of Day, Berry & Howard LLP.
23. Consents of Experts and Counsel.
23.01. Consent of PricewaterhouseCoopers LLP.
23.02. Consent of Day, Berry & Howard LLP (contained in Exhibit 5.01).
24. Powers of Attorney.
24.01. Powers of Attorney, incorporated by reference to Exhibit 24.01 to the
Registration Statement on Form S-3, filed with the Commission on July
28, 1998 (Registration No. 333-60039).
Item 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE>
(c) Rule 415 Offering
Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by such registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
II-3
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Armonk, New York, on September 3, 1998.
MBIA Inc.
(Registrant)
By /s/ David H. Elliott
------------------------------------
David H. Elliott,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature Title Date
--------- ----- ----
/s/ David H. Elliott Chairman, Chief Executive September 3, 1998
- -------------------------- Officer and Director (principal
David H. Elliott executive officer)
/s/ Richard L. Weill Vice Chairman and Director September 3, 1998
- --------------------------
Richard L. Weill
/s/ Julliette S. Tehrani Executive Vice President, September 3, 1998
- -------------------------- Chief Financial Officer and
Julliette S. Tehrani Treasurer (principal financial
officer)
/s/ Elizabeth B. Sullivan Vice President and Controller September 3, 1998
- -------------------------- (principal accounting officer)
Elizabeth B. Sullivan
/s/ * Director September 3, 1998
-----------------------
Joseph W. Brown, Jr.
/s/ * Director September 3, 1998
-----------------------
David C. Clapp
/s/ * Director September 3, 1998
-----------------------
Claire L. Gaudiani
/s/ * Director September 3, 1998
-----------------------
William H. Gray, III
/s/ * Director September 3, 1998
-----------------------
Freda S. Johnson
/s/ * Director September 3, 1998
-----------------------
Daniel P. Kearney
/s/ * Director September 3, 1998
-----------------------
James A. Lebenthal
/s/ * Director September 3, 1998
-----------------------
Pierre-Henri Richard
II-4
<PAGE>
/s/ * Director September 3, 1998
-----------------------
John A. Rolls
*By: /s/ Louis G. Lenzi September 3, 1998
----------------------
Louis G. Lenzi
Attorney-in-Fact
II-5
<PAGE>
Exhibit Index
4.01. Specimen stock certificates representing shares of Common Stock,
incorporated by reference to Exhibit 4.1 to the Registration Statement on
Form S-1, filed with the Commission on May 21, 1987 (Registration No. 33-
14474).
4.02. Rights Agreement, dated as of December 12, 1991, between the Company
and Mellon Bank, N.A., as Rights Agent, incorporated by reference to
Exhibit 1 to the Form 8-A and the Current Report on Form 8-K, filed with
the Commission December 31, 1991, as amended by Amendment No. 1 to the
Rights Agreement, incorporated by reference to Exhibit 1 to the Form 8-A
and the Current Report on Form 8-K, filed with the Commission on October
27, 1994.
5.01. Opinion of Day, Berry & Howard LLP.
23.01. Consent of PricewaterhouseCoopers LLP.
23.02. Consent of Day, Berry & Howard LLP (contained in Exhibit 5.01).
24.01. Powers of Attorney, incorporated by reference to Exhibit 24.01 to the
Registration Statement on Form S-3, filed with the Commission on July
28, 1998 (Registration No. 333-60039).
II-6
<PAGE>
EXHIBIT 5.01
September 2, 1998
MBIA, Inc.
113 King Street
Armonk, New York 10504
Re: MBIA Inc.
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as special Connecticut counsel to MBIA Inc., a Connecticut
corporation (the "Company"), as to certain matters of Connecticut law in
connection with the filing by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-3 (the "Registration
Statement") and the prospectus included therein (the "Prospectus") relating to
1,191,197 shares (the "Shares") of the Company's common stock, par value $1.00
per share ("Common Stock"), to be sold by the Selling Stockholders named
therein. Rights to purchase Junior Participating Cumulative Preferred Stock of
the Company, par value $1.00 per share, or, in certain circumstances, either
Common Stock or common stock of an acquiring company (the "Rights"), to be
issued pursuant to the Rights Agreement, dated as of December 12, 1991 (the
"Rights Agreement"), between the Company and Mellon Bank, N.A., as Rights Agent,
are attached to the Shares.
We have examined the Company's Restated Certificate of Incorporation, as
amended to date, the Company's By-Laws, as amended to date, the Rights
Agreement, and other originals, or copies certified or otherwise identified to
our satisfaction, of such corporate records, documents, certificates or other
instruments, and have made such examination of law, as in our judgment are
relevant and necessary in order to render our opinion expressed below.
We have also noted that other large publicly held corporations chartered in
Connecticut have adopted rights agreements and issued rights similar to the
Rights Agreement and the Rights. In addition, we have noted that the Rights
would operate in a way similar to rights issued by numerous other corporations
incorporated in Connecticut and in other states.
<PAGE>
MBIA, Inc.
September 2, 1998
Page 2
For purposes of this opinion, we have assumed that the Board of Directors
of the Company, after fully informing itself with respect to the Rights
Agreement and the Rights and after giving due consideration to all relevant
matters, determined that the execution and delivery of the Rights Agreement and
the issuance of the Rights thereunder would be in the best interests of the
Company and its shareholders, that such action by the Board of Directors was not
contrary to its fiduciary obligations and that the Rights Agreement has been
duly authorized, executed and delivered by the Rights Agent.
The Connecticut Business Corporation Act (the "CBCA") provides a board of
directors with broad authority and empowers a Connecticut corporation to issue
rights, options or warrants for the purchase of shares of the corporation on
such terms, with such form and content, and for such consideration as the board
of directors may determine. Sections 33-665(a) and 33-666(c) of the CBCA
provide that all shares of a class or series of stock shall have preferences,
limitations and relative rights identical with those of other shares of the same
class (except to the extent otherwise provided in the description of the series)
or series.
A number of courts construing similar provisions of the corporation laws of
states other than Connecticut have upheld the issuance of rights substantially
similar to the Rights. On the other hand, a number of courts construing similar
provisions of the corporation laws of other states have invalidated rights
similar to the Rights on the basis that the provisions pursuant to which rights
held by certain persons could become void violated the requirements that shares
of the same class and series be identical. Courts sustaining the issuance of
rights have distinguished between discrimination among shares and discrimination
among shareholders, and determined that the relevant statutory authority does
not prohibit the latter form of discrimination. The CBCA requires in effect
that all shares of the same class and series be identical, with specified
exceptions. However, the CBCA does not say whether this requirement applies to
provisions of rights that have been issued in respect of shares of a particular
class or to shareholders or holders of rights who take specified actions
resulting in those rights becoming void. There is no published judicial decision
interpreting Sections 33-665(a) and 33-666(c) or other provisions of the CBCA in
the context of the issuance of rights similar to the Rights.
We also note that the Connecticut legislature has added provisions to the
CBCA which evidence concern for fair treatment of shareholders and other
constituencies in light of the prevalence of abusive takeover tactics. These
enactments indicate public policy support for the objectives which the Rights
are designed to further, which we think would be persuasive to a court faced
with a case questioning the validity of the Rights.
<PAGE>
MBIA, Inc.
September 2, 1998
Page 3
The opinion set forth below with respect to the Rights is limited to the
authorization of the Rights Agreement by the Board and the issue of Rights
pursuant to the Rights Agreement, and does not extend to any subsequent action
or inaction by the Board with respect to the Rights Agreement, including any
decision relating to redemption of the Rights or amendment of the Rights
Agreement, which would need to be evaluated in light of all relevant facts,
circumstances and legal precedents applicable at that time.
Based on the foregoing, we are of the opinion:
1. That the Shares have been duly authorized and are validly issued,
fully paid and non-assessable.
2. Assuming the Rights Agreement has been duly authorized, executed and
delivered by the Rights Agent, although there is no Connecticut case law or
express statutory provision dispositive of the issue and the matter thus is not
entirely free from doubt, the Rights attached to the Shares will be validly
issued.
Our opinion expressed above is limited to the laws of the State of
Connecticut.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and the reference to our firm in the Prospectus
under the caption "Legal Matters." In giving such consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Day, Berry & Howard LLP
WHC:LTW
<PAGE>
EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated February 3, 1998, on our audits of the
consolidated financial statements and the related financial statement schedules
of MBIA Inc. as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997. We also consent to the reference to our
firm under the caption "Experts".
New York, New York /s/ PricewaterhouseCoopers LLP
September 3, 1998
