SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 7, 1999
Date of Earliest
Event Reported: January 7, 1999
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 No.)
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)
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ITEMS 1-4. Not applicable.
ITEM 5. OTHER EVENTS
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On January 7, 1999, David H. Elliott, Chairman of MBIA Inc. announced
senior management succession plan; Jay Brown Named Chief Executive
Officer.
ITEM 6. Not applicable.
ITEM 7. FINANCIAL STATMENTS AND EXHIBITS
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(c) Exhibits
20.1 MBIA Inc. Press Release dated January 7, 1999.
ITEM 8. Not applicable.
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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.
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(Registrant)
Date: January 7, 1999 By /s/ Neil G. Budnick
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Name: Neil G. Budnick
Title: Chief Financial Officer
and Treasurer
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EXHIBIT INDEX
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Exhibit No. Description
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20.1 MBIA Inc. Press Release
dated January 7, 1999
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EXHIBIT 20-1
MBIA MBIA INC.
113 King Street
Armonk, NY 10504
914 273- 4545
Contact: Michael Ballinger
(914) 765-3893 FOR IMMEDIATE RELEASE
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MBIA CHAIRMAN ANNOUNCES SENIOR MANAGEMENT SUCCESSION PLAN;
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JAY BROWN NAMED CHIEF EXECUTIVE OFFICER
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ARMONK, N.Y. -- January 7, 1999 -- David H. Elliott, Chairman of MBIA Inc.
(NYSE: MBI), announced today that, effective immediately, he is retiring as the
company's Chief Executive Officer after serving in that capacity since 1992 and
leading the company through a sustained period of growth and development. He is
succeeded as CEO by Joseph W. (Jay) Brown, Jr., a long-time MBIA Director, close
colleague and one of the country's most experienced insurance executives. Mr.
Elliott said he plans to remain as Chairman of the Board until May, at which
time he expects that the Board of MBIA will appoint Mr. Brown Chairman and Mr.
Elliott will become Chairman of the Executive Committee.
Mr. Elliott said, "I am proud to have had the opportunity to guide MBIA from its
inception 25 years ago. However, I believe that MBIA has evolved into an
organization with a different set of needs and opportunities. Therefore, upon
careful and objective analysis and review, I have concluded that the company
would benefit from a fresh perspective to oversee its next stage of growth.
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MBIA
"I am pleased that when I shared my thinking with our Board members, and they
had the opportunity to reflect and deliberate, they unanimously accepted my
recommendation that Jay Brown succeed me. In my view, this choice is the right
one for MBIA and its stakeholders. Jay is a highly respected, seasoned insurance
industry executive who has been a director of MBIA Inc. since its formation. Mr.
Brown is also the former Chairman of Talegen Holdings, Inc., the former
insurance operations of Xerox Corporation, and was Chief Executive Officer of
Fireman's Fund Insurance Companies. He understands as well as anyone the vision
and strategic outlook that brought this company to its current level of
achievement. At the same time, he also has a deep understanding of the markets
and opportunities that lie ahead. He will be an enormous asset to MBIA in his
new role, just as he has been a tremendous asset to our company over the years,"
said Mr. Elliott.
Mr. Brown said, "MBIA, through David Elliott's leadership, has established a
powerful platform to grow in a manner appropriate to its prudent and
conservative business philosophy. I am very pleased to have been entrusted with
the duty of fulfilling its potential and helping it to meet its future
challenges. I eagerly look forward to my new role at the company."
Mr. Elliott added, "I will remain deeply involved in helping to develop the
strategic direction of the company and will be available to assist Jay and the
Board. My decision to relinquish the reins of day-to-day management comes at a
time when MBIA is in excellent financial and operating condition, exceedingly
well positioned in its industry and possessing outstanding growth potential
across all its major lines of business. I know Jay will build on this strong
foundation."
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MBIA
James A. Lebenthal, an MBIA Director and Chairman of Lebenthal & Co., Inc.,
said, "Speaking on behalf of the Board and almost 1000 employees of this
organization, I express my gratitude to David for the enormous contribution he
has made over the course of 25 years and for the exceptional record of
excellence MBIA has achieved under his guidance. David has made an unusual and
courageous decision -- to give up executive responsibilities while still at the
top of his form, simply because he has concluded that the company will benefit
from fresh leadership. We must respect his decision and the succession plan he
has developed to assure the continued success of MBIA well into the 21st
century."
David C. Clapp, an MBIA Director and Limited Partner of The Goldman Sachs Group,
L.P., said, "The appointment of Jay Brown assures a smooth and seamless
transition in terms of MBIA's strategic direction in the marketplace. His
long-term association with the company and exceptional experience have earned
the Board's full and unanimous support of his appointment."
Under Mr. Elliott's leadership, MBIA achieved growth in net income and assets
from $74 million and $1.2 billion, respectively, in 1987 to $329 million and
$11.7 billion for the first nine months of 1998. In 1998, MBIA experienced
significant growth, through the acquisition of CapMAC, which strengthened MBIA's
position as the world's leading financial guarantor and broadened its
capabilities in the global structured finance market, and the acquisition of
1838 Investment Advisors, an asset management firm with over $6 billion of
assets under management.
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MBIA
David H. Elliott, 57, began his career in 1969 at The Aetna Casualty and Surety
Company, where he rose through a series of promotions to the position of Vice
President of the Financial Guarantee Department in 1983. He was also Chairman of
the Municipal Bond Insurance Association, predecessor of MBIA Insurance
Corporation, from 1976 to 1980 and 1984 to 1986. With the formation of MBIA Inc.
late in 1986, he was appointed President, Chief Operating Officer and later a
Director. He became Chief Executive Officer of the company on January 1, 1992
and added the title of Chairman two years later.
Joseph W. Brown, Jr., 49, had been Chairman of the Board of Talegen Holdings,
Inc., formerly the insurance operations of Xerox Corporation, since 1992 until
it was successfully restructured and fully divested in 1998. Prior to joining
Talegen, he had been with Fireman's Fund Insurance Companies for 17 years during
which he held positions from actuarial trainee to Chief Executive Officer. Mr.
Brown has served as a Director of MBIA since 1990 and previously served as a
Director from December 1986 through May 1989.
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
sector 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, Fitch IBCA and Japan Rating and Investment Information,
Inc. Please visit MBIA's web site at http://www.mbia.com.
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