<PAGE>
As filed with the Securities and Exchange Commission on March 9, 1999
Registration No. 333-68817
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 4
TO
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
(State or other Armonk, New York 10504 (IRS Employer
jurisdiction of (914) 273-4545 Identification No.)
incorporation or
organization)
(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
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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. [_]
----------------
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.
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<PAGE>
PROSPECTUS
38,072 Shares
MBIA INC.
Common Stock
--------------------------------------------------
These shares of common stock are being offered for sale by The Austin Living
Trust and by Allen W. Charkow. See "Selling Stockholders".
Our common stock is listed on the New York Stock Exchange under the symbol
"MBI". On March 8, 1999, the closing price of the common stock on the NYSE was
$63 7/16.
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The 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 , 1999
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
The Company................................................................ 2
Where you can find more Information........................................ 2
Documents Incorporated by Reference........................................ 2
Use of Proceeds............................................................ 3
Selling Stockholders....................................................... 3
Plan of Distribution....................................................... 3
Legal Matters.............................................................. 4
Experts.................................................................... 4
</TABLE>
THE COMPANY
MBIA Inc. provides:
.financial guarantee insurance;
.investment management services; and
.related financial services.
We write financial guarantee insurance throughout the world for
municipalities and financial institutions. Financial guarantee insurance
provides an unconditional and irrevocable guarantee of the payment of principal
of and interest when due on obligations issued by governmental entities and
those backed by mortgages and other assets. All MBIA-issued obligations are
rated AAA by Standard & Poors 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 these agencies assign.
Our investment management subsidiaries provide services to municipal clients
and private institutions and manage the investment portfolios of MBIA's
insurance operations. These services include:
.cash management;
.municipal investment agreements; and
.discretionary asset management.
Our subsidiaries also provide services to public sector clients, including
state and local governments, municipalities, colleges and universities. These
services include:
.purchase and administrative services;
.tax audit, discovery and compliance;
.bond administration services; and
.analysis and information services.
Our executive offices are located at 113 King Street, Armonk, New York 10504.
The telephone number is (914) 273-4545.
You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. The selling security holders are offering to
sell, and seeking offers to buy, shares of MBIA Inc. common stock only in
jurisdictions where offers and sales are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or of any sale of the
shares.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room at Judiciary Plaza
Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You should
call 1-800-SEC-0330 for more information on the public reference room. The SEC
maintains an internet site at http://www.sec.gov where certain information
regarding issuers may be found.
This prospectus is part of a registration statement that we filed with the
SEC (Registration No. 333-68817). The registration statement contains more
information than this prospectus regarding MBIA Inc. and its common stock,
including certain exhibits and schedules. You can get a copy of the
registration statement from the SEC at the address listed above or from its
internet site.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we file
with the SEC in other documents. This means that we
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can disclose important information to you by referring to other documents that
contain that information. The information may include documents filed after the
date of this prospectus which update and supersede the information you read in
this prospectus. We incorporate by reference the documents listed below, except
to the extent information in those documents is different from the information
contained in this prospectus, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we terminate the offering of these shares.
(1) Our annual report on Form 10-K for the year ended December 31, 1997.
(2) Our quarterly report on Form 10-Q for the quarters ending March 31,
1998, June 31, 1998 and September 31, 1998.
(3) The description of common stock contained in our registration
statement on Form 8-A filed with the SEC on June 15, 1987, as amended by
the Form 8-A filed with the SEC on December 31, 1991, by the Form 8-A filed
with the SEC on October 27, 1994 and by the Form 8-A filed with the SEC on
May 29, 1998.
(4) Our current reports on Form 8-K filed with the SEC on November 19,
1997, January 16, 1998, February 20, 1998, September 24, 1998 and November
4, 1998.
You may request a copy of these documents, at no cost, by contacting:
MBIA Inc.
113 King Street
Armonk, New York 10504
Attention: Louis G. Lenzi, Esq.
Telephone: (914) 273-4545
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of these shares by the
selling stockholders.
SELLING STOCKHOLDERS
The following table identifies the selling stockholders, the number of
outstanding shares of common stock each selling stockholder owns, calculated as
of December 9, 1998, the maximum number of shares of common stock each selling
stockholder is offering and the number of shares of common stock each selling
stockholder will own after completion of this offering.
<TABLE>
<CAPTION>
Shares
Shares to be
Beneficially Owned
Owned After
Prior Completion
Selling to the Shares of the
Stockholder Offering Offered Offering
- ----------- ------------ ------- ----------
<S> <C> <C> <C>
The Austin Living Trust......................... 19,036 19,036 0
Allen W. Charkow................................ 19,036 19,036 0
------ ------ ---
Total......................................... 38,072 38,072 0
====== ====== ===
</TABLE>
Each of the selling stockholders received the shares of common stock in
connection with the acquisition of Municipal Resource Consultants by MBIA. None
of the selling stockholders has held any position or office or otherwise had a
material relationship with MBIA within the past three years other than as a
result of owning shares of common stock.
PLAN OF DISTRIBUTION
The selling stockholders or their pledgees, donees, transferees or other
successors in interest may distribute these shares from time to time:
. in one or more transactions (which may be block transactions);
. on the NYSE;
. in special offerings;
. in exchange distributions or secondary distributions in accordance with the
rules of the NYSE;
. in the over-the-counter market;
. in negotiated transactions; or
. through the writing of options on shares (whether such options are listed
on an options exchange or otherwise)
or a combination of these methods of sale, at market prices prevailing at the
time of sale,
3
<PAGE>
at prices related to such prevailing market prices or at negotiated prices.
The selling stockholders or their successors in interest may also sell these
shares short or deliver these shares to close out short positions. The selling
stockholders or their successors in interest may effect these transactions
through broker-dealers, and the 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. This
compensation may be in excess of customary commissions. The selling
stockholders or their successors in interest and broker-dealers that
participate with them in the distribution of these 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 these shares
may be deemed to be underwriting compensation.
The selling stockholders may sell any or a portion of these shares, and may
transfer or gift these shares by other means, including, pursuant to Rule 144
under the Securities Act.
MBIA can suspend the use of this prospectus in connection with sales of these
shares if MBIA has pending material undisclosed corporate developments or if
sales would violate securities laws. Expenses of preparing and filing the
registration statement and all post-effective amendments will be paid by MBIA.
LEGAL MATTERS
Certain legal matters with respect to the legality of these securities will
be passed upon for MBIA by Day, Berry & Howard LLP, CityPlace, Hartford,
Connecticut 06103.
EXPERTS
The restated consolidated financial statements, included in our Form 8-K,
dated September 24, 1998, and incorporated by reference in this prospectus, as
of December 31, 1997 and December 31, 1996 and for the years ended December 31,
1997, December 31, 1996 and December 31, 1995 have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report dated September 21, 1998 included in the consolidated financial
statements and incorporated in this prospectus by reference. Such restated
consolidated financial statements are incorporated in this prospectus by
reference in reliance upon such report given the authority of such firm as
experts in accounting and auditing.
4
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38,072 Shares
MBIA INC.
Common Stock
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PROSPECTUS
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, 1999
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<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:
<TABLE>
<S> <C>
Registration Fee.................................................. $ 674.73
Printing.......................................................... 10,000.00
Accounting Fees................................................... 5,000.00
Legal Fees........................................................ 15,000.00
Miscellaneous..................................................... 1,325.27
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TOTAL........................................................... $32,000.00
==========
</TABLE>
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.
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
II-1
<PAGE>
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
<TABLE>
<C> <S>
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).
</TABLE>
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.
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(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.
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<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 March 9, 1999.
MBIA Inc.
(Registrant)
/s/ Joseph W. Brown, Jr.
By: _________________________________
Joseph W. Brown, Jr.
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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joseph W. Brown, Jr. Chief Executive Officer March 9, 1999
______________________________________ and Director (principal
Joseph W. Brown, Jr. executive officer)
/s/ Richard L. Weill Vice Chairman and Director March 9, 1999
______________________________________
Richard L. Weill
/s/ Neil G. Budnick Executive Vice President, March 9, 1999
______________________________________ Chief Financial Officer
Neil G. Budnick and Treasurer (principal
financial officer)
/s/ Elizabeth B. Sullivan Vice President and March 9, 1999
______________________________________ Controller (principal
Elizabeth B. Sullivan accounting officer)
* Director March 9, 1999
______________________________________
David H. Elliott
* Director March 9, 1999
______________________________________
David C. Clapp
* Director March 9, 1999
______________________________________
Claire L. Gaudiani
* Director March 9, 1999
______________________________________
William H. Gray, III
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 9, 1999
______________________________________
Freda S. Johnson
* Director March 9, 1999
______________________________________
Daniel P. Kearney
* Director March 9, 1999
______________________________________
James A. Lebenthal
* Director March 9, 1999
______________________________________
Pierre-Henri Richard
* Director March 9, 1999
______________________________________
John A. Rolls
/s/ Louis G. Lenzi March 9, 1999
*By: _________________________________
Louis G. Lenzi
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
<TABLE>
<C> <S> <C>
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).
</TABLE>
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* Previously filed.
<PAGE>
Exhibit 23.01
PRICEWATERHOUSECOOPERS [LOGO]
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PricewaterhouseCoopers LLP
1301 Avenue of the Americas
New York, NY 10019-6013
Telephone (212) 259 1000
Facsimile (212) 259 1301
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
MBIA Inc. on Form S-3, dated March 9, 1999 of our report dated September
21, 1998, on our audits of the restated consolidated financial statements of
MBIA Inc. and Subsidiaries 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".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
March 9, 1999
