<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1999
REGISTRATION NO. 333-68817
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
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
----------------
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
38,072 SHARES
MBIA INC.
COMMON STOCK
----------------
These shares may be offered and sold from time to time by the stockholders
of MBIA Inc. named in this Prospectus, or for the account of their successors
in interest. See "Selling Stockholders".
Our Common Stock is listed on the New York Stock Exchange under the symbol
"MBI". On January 4, 1999, the closing price of the Common Stock on the NYSE
was $65 5/8.
The Selling Stockholders or their successors in interest may sell these
shares from time to time in one or more transactions (which may be block
transactions) on the New York Stock Exchange or otherwise, in special
offerings, exchange distributions or secondary distributions, in accordance
with the rules of the New York Stock Exchange, 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 these 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 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".
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.
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 , 1999
<PAGE>
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 HOLDER IS 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.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where you can find more Information........................................ 2
Documents Incorporated by Reference........................................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 4
Selling Stockholders....................................................... 4
Description of Capital Stock............................................... 5
Plan of Distribution....................................................... 6
Legal Matters.............................................................. 7
Experts.................................................................... 7
</TABLE>
In this prospectus, the "company," the "Registrant," "MBIA Inc.," "we,"
"us," and "our" refer to MBIA Inc.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and other
documents with the Securities and Exchange Commission (the "SEC"). 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 (including MBIA Inc.) 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 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) 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
three 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, February 20, 1998, September 24,
1998 and November 4, 1998.
You may request a copy of these documents, at no cost, by writing to:
MBIA Inc.
113 King Street
Armonk, New York 10504
Attention: Louis G. Lenzi, Esq.
Telephone: (914) 273-4545
---------------
2
<PAGE>
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 nine months ended September 30, 1998,
the Company insured $45.0 billion and $0.5 billion of gross par value,
respectively, of domestic and international new issue and secondary market
municipal bonds, $34.6 billion and $7.0 billion of gross par value,
respectively, of domestic and international structured finance business, and
$3.2 billion and $0.8 billion of gross par value, respectively, of domestic
and international new issue and secondary market direct corporate and
financial institution obligations. As of September 30, 1998, the total net par
amount of outstanding bonds insured by the Company was $360.5 billion and the
aggregate net insurance in force was $597.4 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 September 30, 1998, the Company's deferred premiums
revenues were $2,205.7 million, its shareholders' equity was $3,773.8 million,
and its total investments were $9,241.0 million and $9,801.6 million at book
value and market value, respectively. As of September 30, 1998, MBIA Corp.'s
investment portfolio was $5,783.2 million and $6,171.6 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, 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 nine months ended September 30, 1998, CapMAC insured $2.2 billion and $1.2
billion of gross par value, respectively, of domestic and international
structured finance business.
- --------
(1) The Company's results have been restated to reflect its merger with CapMAC
Holdings Inc.
3
<PAGE>
Our executive offices are located at 113 King Street, Armonk, New York
10504. The telephone number is (914) 273-4545.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Offered Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table identifies the Selling Stockholders, the number of
outstanding shares of Common Stock of the Company to be beneficially owned by
each such Selling Stockholder, calculated as of December 9, 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.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE OWNED
OWNED PRIOR SHARES OFFERED AFTER COMPLETION
SELLING STOCKHOLDER TO THE OFFERING HEREBY OF THE 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 offered
by it hereby directly or indirectly in connection with the acquisition of
Municipal Resource Consultants ("MRC") 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.
4
<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 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
5
<PAGE>
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 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-
6
<PAGE>
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, Hartford, Connecticut 06103.
EXPERTS
The restated consolidated financial statements, included in Form 8-K of the
Company, dated September 24, 1998, and incorporated by reference herein, as of
December 31, 1997 and December 31, 1996 and for each of the three years in the
period ended December 31, 1997, have been audited by PricewaterhouseCoopers
LLP, independent accountants, as set forth in their report thereon dated
September 21, 1998 included therein and incorporated herein by reference. Such
restated consolidated financial statements are incorporated herein by
reference in reliance upon such report given the authority of such firm as
experts in accounting and auditing.
7
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
38,072 SHARES
MBIA INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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
----------
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.
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 January 5, 1999.
MBIA Inc.
(Registrant)
/s/ David H. Elliott
By: _________________________________
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David H. Elliott Chairman, Chief Executive January 5, 1999
______________________________________ Officer and Director
DAVID H. ELLIOTT (principal executive
officer)
/s/ Richard L. Weill Vice Chairman and Director January 5, 1999
______________________________________
RICHARD L. WEILL
/s/ Neil G. Budnick Executive Vice President, January 5, 1999
______________________________________ Chief Financial Officer
NEIL G. BUDNICK and Treasurer (principal
financial officer)
/s/ Elizabeth B. Sullivan Vice President and January 5, 1999
______________________________________ Controller (principal
ELIZABETH B. SULLIVAN accounting officer)
* Director January 5, 1999
______________________________________
JOSEPH W. BROWN, JR.
* Director January 5, 1999
______________________________________
DAVID C. CLAPP
* Director January 5, 1999
______________________________________
CLAIRE L. GAUDIANI
* Director January 5, 1999
______________________________________
WILLIAM H. GRAY, III
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Director January 5, 1999
______________________________________
FREDA S. JOHNSON
* Director January 5, 1999
______________________________________
DANIEL P. KEARNEY
* Director January 5, 1999
______________________________________
JAMES A. LEBENTHAL
* Director January 5, 1999
______________________________________
PIERRE-HENRI RICHARD
* Director January 5, 1999
______________________________________
JOHN A. ROLLS
/s/ Louis G. Lenzi January 5, 1999
*By: _________________________________
LOUIS G. LENZI
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
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>
- --------
* Previously filed.
<PAGE>
Exhibit 23.01
PRICEWATERHOUSECOOPERS [LOGO]
- --------------------------------------------------------------------------------
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 January 5, 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
January 5, 1999
