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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934.
MBIA INC.
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(Exact name of registrant as specified in its charter)
Connecticut 06-1185706
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(State of incorporation) (IRS Employer Identification No.)
113 King Street, Armonk, NY 10504
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(Address of principal executive offices) (Zip Code)
(914) 273-4545
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(Registrant's telephone number, including area code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
6.95% Senior Quarterly Income Debt Securities due 2038 (Senior Quids/SM/)
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(Title of class to be so registered)
New York Stock Exchange
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(Name of each exchange on which
each class is to be so registered)
The Commission is respectfully requested to send copies of all notices, orders
and communications to:
Louis G. Lenzi, Esq. Andrew Sommer, Esq.
General Counsel and Corporate Secretary Debevoise & Plimpton
MBIA Inc. 875 Third Avenue
113 King Street New York, NY 10022
Armonk, New York 10504
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant is applying for registration of its 6.95% Senior Quarterly
Income Debt Securities due 2038 (Senior QUIDS/SM/) ("Senior QUIDS").
Information relating to the Registrant's debt securities is set forth under the
caption "Description of Debt Securities" on pages 6 through 14 of the
Registrant's prospectus (the "Prospectus"), which was included in the
Registrant's registration statement on Form S-3 (Registration No. 33-60039)
filed with the Securities and Exchange Commission (the "Commission") on July 28,
1998 under the Securities Act of 1933, as amended (the "1933 Act"), which became
effective on August 7, 1998 (the "Registration Statement"). Such information is
incorporated by reference to the Prospectus and is filed as Exhibit 1 to this
Form 8-A registration statement. Information relating specifically to the
Registrant's Senior QUIDS is set forth under the caption "Description of Senior
QUIDS" on pages S-6 through S-9 of the Registrant's prospectus supplement dated
November 4, 1998, filed with the Commission on November 6, 1998 pursuant to Rule
424(b) of the rules and regulations of the Commission under the 1933 Act (the
"Prospectus Supplement"). Such information is incorporated by reference to the
Prospectus Supplement and is filed as Exhibit 2 to this Form 8-A registration
statement.
ITEM 2. EXHIBITS.
I. The following exhibits are filed with the Commission:
1. Pages 6 through 14 of the Prospectus, incorporated by reference to the
Registration Statement.
2. Pages S-6 through S-9 of the Prospectus Supplement, incorporated by
reference to the Prospectus Supplement.
3. Specimen Senior QUIDS.
4. Restated Certificate of Incorporation of the Registrant, dated
August 17, 1990, incorporated by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990 (Comm. File 1-9583).
5. Bylaws of the Registrant, as amended March 19, 1998, incorporated by
reference to Exhibit 1 of the Registrant's Form 8-A/A, filed with the
Commission on May 29, 1998.
6. Senior Indenture, dated as of August 1, 1990, between the Company and
The First National Bank of Chicago, as Trustee, incorporated by
reference to Exhibit 4.01 to the Company's Registration Statement on
Form S-3 (Registration No. 33-33937).
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MBIA INC.
By: /s/ Louis G. Lenzi
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Name: Louis G. Lenzi, Esq.
Title: General Counsel and
Corporate Secretary
Dated: December 9, 1998
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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1. Pages 6 through 14 of the Prospectus, incorporated by reference to
the Registration Statement.
2. Pages S-6 through S-9 of the Prospectus Supplement, incorporated by
reference to the Prospectus Supplement.
3. Specimen Senior QUIDS.
4. Restated Certificate of Incorporation of the Registrant, dated
August 17, 1990, incorporated by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990 (Comm. File 1-9583).
5. Bylaws of the Registrant, as amended March 19, 1998,
incorporated by reference to Exhibit 1 of the Registrant's Form
8-A/A, filed with the Commission on May 29, 1998.
6. Senior Indenture, dated as of August 1, 1990, between the
Company and The First National Bank of Chicago, as Trustee,
incorporated by reference to Exhibit 4.01 to the Company's
Registration Statement on Form S-3 (Registration No. 33-33937
</TABLE>
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EXHIBIT 3
If this Senior QUIDS is registered in the name of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York) or its nominee,
this Senior QUIDS may not be transferred except as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary unless and
until this Senior QUIDS is exchanged in whole or in part for Senior QUIDS in
definitive form. Unless this certificate is presented by an authorized
representative of the Depositary to the Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.
Except as otherwise provided in Section 2.12 of the Indenture referred
to on the reverse hereof, this Registered Global Security may be transferred, in
whole but not in part, by the Depositary to a nominee of such Depositary or by a
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary or to a nominee of such successor Depositary. Unless this
Registered Global Security is presented by an authorized representative of the
Depositary to the Issuer or its agent for registration of transfer, exchange or
payment, and in the case of any transfer or exchange, any Registered Global
Security issued in exchange therefor is registered in the name of the Depositary
or such other name as requested by an authorized representative of the
Depositary and, in the case of any payment, such payment is made to the
Depositary or the Depositary's nominee, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since Cede & Co. has an
interest herein.
REGISTERED
No. A-1 $50,000,000
CUSIP: 55262C 209
MBIA INC.
6.95% Senior Quarterly Income Debt Securities due 2038 (Senior QUIDS/SM/)
MBIA Inc., a Connecticut corporation (the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or its registered assigns, at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, the principal sum of FIFTY MILLION Dollars on November 1, 2038, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest, quarterly on February 1, May 1, August 1 and November 1 of each year,
commencing February 1, 1999, on said principal sum at said office or agency, in
like
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coin or currency, at the rate per annum specified in the title of this Senior
QUIDS, from the February 1, May 1, August 1 or November 1, as the case may be,
next preceding the date of this Senior QUIDS to which interest has been paid,
unless the date hereof is a date to which interest has been paid, in which case
from the date of this Senior QUIDS, or unless no interest has been paid on this
Senior QUIDS, in which case from November 10, 1998, until payment of said
principal sum has been made or duly provided for; provided, that payment of
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interest may be made at the option of the Issuer by check mailed to the address
of the person entitled thereto as such address shall appear on the security
register. Notwithstanding the foregoing, if the date hereof is after the
fifteenth day of January, April, July or October, as the case may be, and before
the following February 1, May 1, August 1 or November 1, respectively, this
Senior QUIDS shall bear interest from such February 1, May 1, August 1 or
November 1; provided, that if the Issuer shall default in the payment of
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interest due on such February 1, May 1, August 1 or November 1, then this Senior
QUIDS shall bear interest from the next preceding February 1, May 1, August 1 or
November 1 to which interest has been paid or, if no interest has been paid on
this Senior QUIDS, from November 10, 1998. The interest so payable on any
February 1, May 1, August 1 or November 1 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Senior QUIDS is registered at the close of business on
the Business Day next preceding such February 1, May 1, August 1 or November 1,
as the case may be. A "Business Day" shall mean any day other than a day on
which banking institutions in the State of New York are authorized or obligated
pursuant to law or executive order to close.
Reference is made to the further provisions of this Senior QUIDS set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Senior QUIDS shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, MBIA Inc. has caused this instrument to be signed
by its duly authorized officers and has caused its corporate seal to be affixed
hereunto or imprinted hereon.
Dated: November 10, 1998
MBIA INC.
COPY By /s/ Richard L. Weill
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By /s/ Louis G. Lenzi
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Senior QUIDS of the series designated herein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
COPY By /s/ Mary R. Fonti
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Authorized Officer
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[REVERSE SIDE OF SENIOR QUIDS]
MBIA INC.
6.95% Senior Quarterly Income Debt Securities due 2038 (Senior QUIDS/SM/)
This Senior QUIDS is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Issuer (hereinafter
called the "Debt Securities") of the series hereinafter specified, all issued or
to be issued under and pursuant to an indenture dated as of August 1, 1990
(herein called the "Indenture"), duly executed and delivered by the Issuer to
THE FIRST NATIONAL BANK OF CHICAGO, Trustee (herein called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the Senior
QUIDS. Debt Securities issued under the Indenture may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Senior QUIDS is one of a
series designated as the 6.95% Senior Quarterly Income Debt Securities due 2038
(Senior QUIDS/SM/) of the Issuer, limited in aggregate principal amount to
$50,000,000.
In case an Event of Default, as defined in the Indenture, with respect
to the Senior QUIDS shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of more than 50% in aggregate principal
amount of the Debt Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one class), evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Debt Securities of each such series; provided, however,
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that no such supplemental indenture shall (i) extend the final maturity of any
Debt Securities, or reduce the principal amount thereof or any premium thereon,
or reduce the rate or extend the time of payment of any interest thereon, or
impair or affect the rights of any Holder to institute suit for the payment
thereof, without the consent of the Holder of each Debt Security so affected, or
(ii) reduce the aforesaid percentage of Debt Securities, the Holders of which
are required to consent to any such supplemental indenture, without the consent
of the Holder of each Debt Security affected. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding
the Debt Securities of any series, prior to any declaration accelerating the
maturity of such Debt Securities, the Holders of a majority in aggregate
principal amount Outstanding of the Debt Securities of such series (or, in the
case of
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certain defaults or Events of Default, all or certain series of the Debt
Securities) may on behalf of the Holders of all the Debt Securities of such
series (or all or certain series of the Debt Securities, as the case may be)
waive any such past default or Event of Default and its consequences. The
preceding sentence shall not, however, apply to a default in the payment of the
principal of or premium, if any, or interest on any of the Debt Securities. Any
such consent or waiver by the Holder of this Senior QUIDS (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Senior QUIDS and any Senior QUIDS
which may be issued in exchange or substitution herefor, irrespective of whether
or not any notation thereof is made upon this Senior QUIDS or such other Senior
QUIDS.
No reference herein to the Indenture and no provision of this Senior
QUIDS or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Senior QUIDS in the manner, at the respective times, at the
rate and in the coin or currency herein prescribed.
The Senior QUIDS are issuable in registered form without coupons in
denominations of $25 and integral multiples thereof. Upon presentment at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, in the manner and subject to the limitations provided in the Indenture,
but without the payment of any service charge, Senior QUIDS may be exchanged for
a like aggregate principal amount of Senior QUIDS of other authorized
denominations.
The Issuer may redeem the Senior QUIDS, on the terms and subject to
the conditions set forth in the Indenture, (1) at any time on or after November
1, 2003, in whole or in part, or (2) at any time within 90 days after a Tax
Event shall have occurred and be continuing, in whole but not in part, in either
case at a redemption price equal to 100% of the principal amount of Senior QUIDS
being redeemed, plus any interest accrued thereon to the date of redemption. The
Senior QUIDS do not provide for any sinking fund.
A "Tax Event" means that the Issuer shall have received an opinion of
counsel (which may be counsel to the Issuer or an affiliate but not an employee
thereof) experienced in such matters to the effect that, as a result of (a) any
amendment to, clarification of or change (including any announced prospective
amendment, clarification or change) in, the laws (or any regulations thereunder)
of the United States or (b) any official administrative pronouncement, ruling,
regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory procedure
or regulation, or any judicial decision, in each case, occurring or announced on
or after the date of original issuance of the Senior QUIDS, there is more than
an insubstantial risk that interest payable by the Issuer on the Senior QUIDS is
not, or within 90 days will not be, deductible, in whole or in part, by the
Issuer for United States Federal income tax purposes.
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6
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Senior QUIDS or certain covenants with respect to the
Senior QUIDS, in each case upon compliance with certain conditions set forth
therein.
Upon due presentment for registration of transfer of this Senior QUIDS
at the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, a new Senior QUIDS or Senior QUIDS of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Senior QUIDS (whether or not this Senior QUIDS shall be overdue and
notwithstanding any notation of ownership or other writing hereon) for the
purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Senior
QUIDS, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such, of
the Issuer or of any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
