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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 20, 1998
Date of Earliest
Event Reported: February 17, 1998
MBIA Inc.
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(Exact name of registrant as specified in its charter)
Connecticut 1-9583 06-1185706
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
113 King Street, Armonk, New York 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)
Page 1 of 4
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Items 1-4. Not Applicable.
Item 5. Other Events
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On February 17, 1998, MBIA Inc., a Connecticut corporation ("MBIA"),
and CapMAC Holdings Inc., a Delaware corporation ("CapMAC"), announced that they
completed a merger of the two companies in a stock transaction valued at
approximately $536 million. A copy of MBIA and CapMAC's joint press release
dated February 17, 1998 is attached hereto as Exhibit 99 and is incorporated
herein by reference.
Item 6. Not Applicable.
Item 7. Financial Statement and Exhibits
(c) Exhibits.
(99) Joint Press Release of MBIA Inc. and CapMAC Holdings Inc.
dated February 17, 1998.
Item 8. Not Applicable.
Page 2 of 4
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SIGNATURE
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 hereunto duly authorized.
MBIA Inc.
By: /s/ LOUIS G. LENZI
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Name: Louis G. Lenzi
Title: Secretary and General
Counsel
Date: February 20, 1998
Page 3 of 4
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description
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<S> <C>
(99) Joint Press Release of MBIA Inc. and
CapMAC Holdings Inc. dated February 17,
1998.
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EXHIBIT 99
Contact: Michael Ballinger - MBIA FOR IMMEDIATE RELEASE
(914) 765-3893 ---------------------
Mary Bergo Vermylen - CapMAC
(212) 891-6719
MBIA AND CAPMAC COMPLETE MERGER;
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CREATE PREMIER WORLDWIDE STRUCTURED FINANCE GUARANTOR
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ARMONK, N.Y., and NEW YORK, N.Y. - February 17, 1998 - MBIA Inc. (NYSE: MBI) and
CapMAC Holdings Inc. (NYSE: KAP) jointly announced today that they have
successfully completed their merger in a stock transaction valued at
approximately $536 million.
Under the merger terms, CapMAC Holdings Inc. shareholders will receive 0.46751
of a share of MBIA stock for each CapMAC share, or a total of 8,567,940 newly
issued shares of MBIA common stock. The exchange ratio was determined by
dividing $31 by the average closing price of MBIA common stock for the 15
trading days preceding the third trading day prior to the effective date of the
merger.
David H. Elliott, chairman and chief executive officer of MBIA Inc., said, "This
merger strengthens our worldwide leadership position in the financial guarantee
industry by improving our ability to serve the structured finance market. With
a deeper analytical staff, larger capital base and broader array of products and
services, MBIA will provide clients with unparalleled resources to meet their
structured finance needs."
John B. Caouette, chairman and chief executive officer of CapMAC Holdings Inc.,
was named president of the newly created MBIA Structured Finance Division.
Commenting on the merger, Mr. Caouette said, "The merger provides the broad
platform that will help us to continue to lead the growing global structured
finance market. As the premier
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worldwide structured finance guarantor, we will
concentrate on continuing to deliver creative value-added solutions for our
clients, and will take advantage of the enormous opportunities in the structured
finance markets over the next few years. We are extremely gratified by the
support of CapMAC shareholders."
Mr. Caouette will be responsible for the company's domestic mortgage- and asset-
backed activities. Steven A. Campo and Ram D. Wertheim will co-direct the
structured finance business and Ruth M. Whaley will head risk management of the
new division.
Mr. Caouette served as chairman and chief executive officer of CapMAC from its
inception in 1987, as well as chairman and chief executive officer of Capital
Markets Assurance Corporation, CapMAC Holdings' Triple-A-rated financial
guarantee insurance subsidiary. Prior to founding CapMAC, Mr. Caouette was with
Citicorp in a variety of capacities. He is a graduate of California State
University in Long Beach and has an MBA from the University of California at
Berkeley.
Outstanding policies issued by CapMAC will continue to be outstanding and will
also be backed by the full financial resources of MBIA Insurance Corporation.
Moody's Investors Service, Standard & Poor's Rating Services and Fitch IBCA have
each issued statements reaffirming MBIA's Triple-A claims-paying ratings.
CapMAC Holdings Inc., through its subsidiaries, provides structured financial
solutions; financial guarantee insurance of structured securities, primarily
asset-backed securities; advisory and structuring services in connection with
structured financings; investment management, and access to funding for its
customers through third-party owned and managed securitization funding vehicles.
Capital Markets Assurance Corporation (CapMAC), CapMAC Holdings' principal
operating subsidiary, is a leading provider of financial guarantee insurance for
structured securities, worldwide. CapMAC is rated Triple-A by Moody's Investors
Service, Standard & Poor's Rating Services, Duff & Phelps Credit Rating Co. and
Nippon Investors Service. CapMAC Holdings is the lead investor in
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Asian Securitization & Infrastructure Assurance (Pte) Ltd (ASIA Ltd), Asia's
first financial guarantee company.
MBIA Inc., through its subsidiaries, is the world's preeminent financial
guarantor and a leading provider of specialized financial services. MBIA
provides innovative and cost-effective products and services that meet the
credit enhancement, financial and investment needs of its public and private
clients, domestically and internationally. MBIA Insurance Corporation has a
claims-paying rating of Triple-A from Moody's Investors Service, Standard &
Poor's Ratings Services and Fitch IBCA. Please visit MBIA's web site at
http://www.mbia.com.
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