<PAGE>
PROSPECTUS
424(B)(3)
Registration No. 333-64419
MUTUAL RISK MANAGEMENT LTD.
254,765 SHARES OF COMMON STOCK
______________________
All of the shares of common stock, par value $.01 per share (the "Common
Stock"), of Mutual Risk Management Ltd. (the "Company") offered hereby (the
"Securities") are being sold by certain selling securityholders. See "Selling
Securityholders." The Securities will be offered for sale from time to time on
terms to be determined at the time of sale by the Selling Securityholders. The
Company's Common Stock is listed on the New York Stock Exchange under the symbol
"MM" and the closing price of the Common Stock as reported on the New York
Composite Tape on November 13, 1998 was $36.125 per share. The Company will pay
the expenses of this offering and will not receive any proceeds from the sale of
the Securities offered hereby. See "Use of Proceeds."
No underwriter is initially being utilized in connection with this
offering. See "Plan of Distribution."
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR THE PENNSYLVANIA
INSURANCE COMMISSIONER, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION,
ANY STATE SECURITIES COMMISSION OR THE PENNSYLVANIA INSURANCE
COMMISSIONER, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
The Selling Securityholders directly, through agents designated from time
to time, or through dealers or underwriters also to be designated, may sell the
Securities from time to time on terms to be determined at the time of sale. To
the extent required, the specific Securities to be sold, the purchase price, the
public offering price, the name of any such agent, dealer or underwriter, and
any applicable commission or discount with respect to a particular offer will be
set forth in a Prospectus Supplement. The aggregate proceeds to the Selling
Securityholders from the Securities will be the purchase price of such
Securities sold less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
the Company. Any such Prospectus Supplement will also set forth any additional
information regarding indemnification by the Company of the Selling
Securityholders or any underwriter, if any, dealer or agent against certain
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). The Selling Securityholders and any broker-dealers,
agents or underwriters, if any, that participate with the Selling
Securityholders in the distribution of any of the Securities may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit on the resale of the Securities purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution."
The date of this Prospectus is November 16, 1998.
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
SECURITYHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF.
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AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 with the
Securities and Exchange Commission (the "Commission") relating to the Securities
offered hereby (the "Registration Statement"). This Prospectus does not contain
all the information set forth in the Registration Statement, certain portions of
which have been omitted pursuant to the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Securities offered hereby. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete, and in each
instance reference is made to the copy of such document so filed. Each such
statement shall be qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information concerning the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at Regional Offices of the Commission located
at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, registration statements and certain other filings made with the
Commission through its Electronic Data Gathering, Analysis and Retrieval
("EDGAR") system are publicly available through the Commission's site on the
Internet's World Wide Web, located at http://www.sec.gov. This Registration
Statement, including all exhibits thereto, has been filed with the Commission
through EDGAR. The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been incorporated in this Prospectus by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written or telephone requests for such copies
should be directed to the Secretary, Mutual Risk Management Ltd., 44 Church
Street, Hamilton HM 12, Bermuda (441) 295-5688.
The Common Stock trades on the New York Stock Exchange under the symbol
"MM." Such reports, proxy statements and other information may also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10004.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998;
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated May 14, 1991 as
declared effective by the Commission on June 25, 1991, including any
amendments or reports filed for the purposes of updating such
description; and
(f) All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus
shall be deemed to be incorporated by reference and to be a part of
this Prospectus from the respective dates of filing of those
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
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herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
ENFORCEMENT OF CIVIL LIABILITIES
The Company is organized pursuant to the laws of Bermuda and certain of the
Company's directors and officers, and certain of the experts named herein reside
outside of the United States. Moreover, a substantial portion of the assets of
the Company is located outside the United States. Consequently, it may not be
possible to effect service of process on such persons or entities within the
United States or to enforce against any of them judgments of courts in the
United States predicated upon the civil liability provisions of the federal
securities laws of the United States. The Company has been informed by Conyers
Dill & Pearman, its legal advisor in Bermuda, that the United States and Bermuda
do not have a treaty providing for reciprocal recognition and enforcement of
judgments in civil and commercial matters and a final judgment for the payment
of money rendered by any federal or state court in the United States based on
civil liability, whether or not predicated solely upon the federal securities
laws, would, therefore, not be automatically enforceable in Bermuda. A Bermuda
court may impose civil liability on the Company, its directors or officers who
reside in Bermuda in a suit brought in The Supreme Court of Bermuda against the
Company or such persons with respect to a violation of federal securities law,
provided that the facts surrounding such violation would constitute or give rise
to a cause of action under Bermuda law.
THE COMPANY
Mutual Risk Management Ltd. (the "Company") provides risk management
services to clients seeking alternatives to traditional commercial insurance for
certain of their risk exposures, especially workers' compensation, which in 1997
represented approximately 57% of the Company's fee income. Risk management
involves a process of analyzing loss exposures and developing risk financing
methods to reduce exposure to loss and to control associated costs. The use of
such loss financing methods in place of traditional insurance has become known
as the alternative market and involves clients participating in a significant
amount of their loss exposure and transferring only the unpredictable excess
risk to insurers. The benefits of such alternative market techniques typically
include lower and more stable costs, greater control over the client's risk
management program and an increased emphasis within the client's organization on
loss prevention and loss control.
The Company's principal source of profits is fees received for the various
services provided to clients in connection with the Company's programs. In a
typical program, these fees total between 11% and 13% of the client's premium.
The structure of the Company's programs places most of the underwriting risk
with the Company's client. For regulatory and other reasons, however, the
Company is required to assume a limited amount of risk. The Company seeks to
limit this risk to the minimum level feasible. This approach to risk
distinguishes the Company from typical property/casualty companies which assume
significant levels of underwriting risk as part of their business. The Company
does not seek to earn income from underwriting risk, but rather from fees for
services provided. The Company markets its services exclusively to retail
insurance brokers and consultants representing clients.
The Company was incorporated in 1977 and has participated in the growth of
the alternative market since 1980 when it established its rent-a-captive program
known as the Insurance Profit Center Program (the "IPC Program"). The Company is
incorporated and based in Bermuda, the leading worldwide domicile for captive
insurance companies. The Company operates through subsidiaries in the United
States, Bermuda, Barbados, the Cayman Islands and Europe. The Company's
principal executive offices are located at 44 Church Street, Hamilton HM 12,
Bermuda, telephone (441) 295-5688.
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RISK FACTORS
A prospective investor should carefully consider all of the information
contained in this Prospectus in deciding whether to purchase the Securities and,
in particular, the following:
Dependence on Key Personnel. The Company is dependent upon the ability and
experience of its executive officers and other key employees. The loss of the
services of one or more of the Company's executive officers could have a
material adverse impact on the business of the Company and its future
operations.
Competition. The Company's products and services compete with the products
and services offered by other providers both in the alternative and the
traditional insurance markets, including self-insurance plans, captive insurance
companies managed by others and a variety of risk financing insurance policies.
The Company faces significant competition in marketing the IPC Program from
other risk management programs offered by U.S. insurance companies, both from
captive insurance companies for large insureds and from rent-a-captives
organized by large insurance companies and brokers. Many of these competitive
products are offered by companies with significantly greater resources than the
Company. The Company's competitive position is based, among other factors, on
the quality of its services, its capital position, its independence from any
major insurance company or broker and effective pricing. There can be no
assurance that the Company will be able to maintain its competitive position.
The inability of the Company to maintain its competitive position could
adversely impact the Company, financial condition and results of operations.
In the present soft insurance market, characterized by excess capital and
competitive pricing, it is generally easier for the Company to structure
programs because of the availability and pricing of reinsurance, but more
difficult to attract potential participants and sell programs because of
competition. In a hard market, such as that experienced during 1985-1987, it is
more difficult to structure programs due to the high price and unavailability of
reinsurance, but the Company experiences less competition in attracting clients
and selling programs.
Beginning in 1993, competition increased significantly in certain important
workers' compensation markets, particularly California, due to open ratings and
other legislative reforms, and this heightened level of competition has
persisted through the current period. This increased competition has lowered
premium rates and this in turn reduces the fee revenue generated by each
individual program. Increased competition also makes sales and renewals of
programs more difficult. A continuation of the current level of competition or
its extension into additional markets or states will adversely affect the
Company's financial position and results of operations.
Business Risks. A significant feature of the Company's programs is the
utilization of reinsurance, including aggregate excess reinsurance, to transfer
all or a portion of risk not retained by the insured. The Company currently
obtains such reinsurance from a small number of reinsurance companies. Changing
market conditions or other factors beyond the Company's control may, in the
future, reduce or eliminate the availability of this reinsurance. A lack of
available reinsurance could adversely affect the marketing of the Company's
programs or force the Company to retain all or a part of the risk which cannot
be reinsured. In the event any or all of a client's risk were not able to be
reinsured and the Company were required to pay claims with respect to such risk
and were unable to recover the amount of such claims from the client, the
Company's financial condition and results of operations could be adversely
impacted.
The Company has in the normal course of operating its programs placed
significant amounts of reinsurance for risks in excess of the client's chosen
retention with a variety of reinsurance companies. Failure of a reinsurer could
result in significant losses as the Company would remain ultimately liable for
the losses not covered by such a reinsurer. The client's chosen retention, which
is reinsured either by one of the Company's foreign insurance subsidiaries (the
"IPC Companies") or by the client's captive insurance company, is generally also
supported by letters of credit. In addition, the Company relies extensively on
letters of credit issued or confirmed by a bank which is a member of the U.S.
Federal Reserve System to secure a portion of the client's obligation to
reimburse the Company for losses on a program. The failure of a bank to honor
its letter of credit or the inability of a client to honor its uncollateralized
reimbursement obligation could adversely affect the Company.
It is the Company's policy that its insurance company subsidiaries avoid
taking significant insurance underwriting risk. However, some risk is assumed by
these companies in connection with their limited participation in the Company's
excess reinsurance programs. Such subsidiaries could also incur losses if claims
on a policy
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exceeded the amount of reinsurance coverage. The Company believes that adequate
reserves and reinsurance have been provided on risks assumed to date. However,
the actual liability may be greater or less than the amount provided for. Any
such liability will be recorded in the period in which it arises.
Tax Matters Affecting Participants in the IPC Program. The competitive
position of the Company's IPC Program could be materially affected by the tax
treatment of the program and competing programs. Such tax treatment has not been
clear in recent years and varies significantly with the circumstances of each
IPC Program participant as is true for competing products. A determination that
a significant portion of the IPC Program participants are not entitled to deduct
the premiums paid without a similar determination as to competing products could
adversely affect the marketability of the IPC Program.
In the event that the Company were deemed to be a "Passive Foreign
Investment Company" (a "PFIC"), the U.S. income tax due in the year a United
States person that owns any Common Stock receives certain distributions with
respect to, or disposes of, Common Stock will be increased by an interest
charge. Additionally, if the Company is classified or becomes classified as a
"Controlled Foreign Corporation" (a "CFC"), a United States person that owns
directly or indirectly 10% or more of the Company's voting shares will be
required to include in his gross income his pro rata share of certain income of
the Company, whether or not such income is actually distributed to such U.S.
shareholder.
Government Regulation. The Company's licensed U.S. insurance subsidiaries
(collectively, "Legion" or the "Legion Companies"), including Legion Insurance
Company, Legion Indemnity Ltd. and Villanova Insurance Company, are subject to
state laws regulating insurance holding companies. Under these laws, state
insurance departments may examine Legion at any time, require disclosure of
material transactions by the holding company and require prior approval of
certain "extraordinary" transactions, such as dividends from the insurance
subsidiary to the holding company, or purchases of certain amounts of the
insurance subsidiary's capital stock. These laws also generally require
approval of changes of control which are usually triggered by the direct or
indirect acquisition of 10% or more of the insurer.
State insurance departments have broad regulatory, supervisory and
administrative powers. These powers relate primarily to the standards of
solvency which must be met and maintained; the licensing of insurers and their
agents; the approval of rates and forms and policies used; the nature of, and
limitations on, insurers' investments; the form and content of periodic and
other reports required to be filed; and the establishment of reserves required
to be maintained for unearned premiums, losses and loss expenses or other
purposes.
Most states require all admitted insurance companies to participate in
their respective guaranty funds, which cover certain claims against insolvent
insurers. Solvent insurers licensed in such states are required to cover the
losses paid on behalf of insolvent insurers by the guaranty funds and are
generally subject to annual assessments in that state by the guaranty fund to
cover such losses. Certain states also require licensed insurance companies to
participate in assigned risk plans which provide coverage for workers'
compensation, automobile insurance and other lines for insureds which, for
various reasons, cannot otherwise obtain insurance in the open market. This
participation may take the form of reinsuring a portion of a pool of such
policies, or the direct issuance of policies to insureds. Generally, Legion
participates as a pool reinsurer, or assigns to other companies the direct
policy issuance obligations. The calculation of an insurer's participation in
such plans is usually based on the amount of premium for that type of coverage
that was written by the insurer on a voluntary basis in a prior year. Assigned
risk pools tend to produce losses, which result in assessments to insurers
writing the same lines on a voluntary basis. Legion also pays a fee to carriers
assuming Legion's direct policy issuance obligations. For each program Legion
writes, Legion estimates the amount of assigned risk and guaranty fund
assessments that Legion will incur as a result of having written that program.
If that estimate proves to be inadequate, Legion is entitled under its
reinsurance agreements with the IPC Companies to recover from the reinsurer the
amount of such assessments in excess of the estimate. The IPC Companies then are
entitled under the terms of agreements with clients to recover this excess from
the client. However, the IPC Companies are generally only able to collateralize
this obligation up to the amount of the estimated assessments. If Legion were
required to pay assessments and could not recover the amount of such assessments
from clients or pursuant to existing collateral arrangements, the Company's
financial condition and results of operations could be adversely impacted.
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The National Association of Insurance Commissioners ("NAIC") has
established the Insurance Regulatory Information System ("IRIS") to assist state
insurance departments in their regulation and oversight of insurance companies
domiciled or operating in their respective states. IRIS established a set of
twelve financial ratios and specifies "unusual values" for each ratio. Companies
reporting four or more unusual values on the IRIS ratios may expect inquiries
from individual state insurance commissioners concerning specific aspects of the
insurer's financial position. As of December 31, 1997, Legion Insurance Company
had four unusual values. Three of the unusual values, "change in net writings,"
"estimated current reserve deficiency" and "surplus aid to surplus" are related
to the substantial growth in premium related to its Program Business and the
related loss retentions. The fourth unusual value "agent's balances to surplus"
is also related to premium growth on program business and also reflects lags in
premium collection that are consistent with the nature of Program Business.
Legion Indemnity Ltd. had no unusual values. Villanova Insurance Company had one
unusual value, "change in surplus," due entirely to the change in ownership
during 1997 and the resultant change in surplus. In the event the ability of any
of the Legion Companies to conduct business in any state were revoked or
restricted as a result of any inquiries prompted by the assessment of such
"unusual values," the Company's financial condition and results of operations
could be adversely impacted.
Legal Proceedings. The Company is a party to various lawsuits generally
arising in the normal course of its business. The Company does not believe that
the eventual outcome of any such suits will have a material effect on the
Company's financial condition.
The United States Internal Revenue Service (the "IRS") has commenced an
examination of the Company's calculation of "Related Party Insurance Income"
("RPII") for 1993 and 1994. The Company calculates RPII on behalf of certain of
its clients participating in its Insurance Profit Center Program in order to
provide those clients with information used in preparing their United States
income tax returns. The Company believes that its calculation of RPII was
materially correct in both years. In addition, any adjustment made by the IRS
would affect the Company's clients and not the Company directly.
As a part of this examination the IRS has questioned whether certain
clients of the Insurance Profit Center Program properly deducted all or a
portion of the premium paid in connection with their program. In general, the
IRS has challenged the deductibility of premiums paid to captive insurance
companies in a series of rulings and cases since 1977. The Company believes that
the particular fact situations of each of its Insurance Profit Center Program
clients are sufficiently diverse such that no general determination can be made
with respect to the appropriate tax treatment of the premium paid by
participants in the Company's programs. To the Company's knowledge, none of the
small number of clients reviewed by the IRS has received notices of any
significant adjustment to their tax liability.
In the event the Company's clients were required to pay additional taxes,
penalties or interest as a result of such IRS examination and if the Company
were required to indemnify the clients for the amounts paid, the Company's
financial condition and results of operations could be adversely impacted.
Impact of Year 2000. The Company is modifying all software that is not
Year 2000 compliant. The Company is utilizing both internal and external
resources to program or replace and test the software for Year 2000
modifications. The Company anticipates that this exercise will be completed
during 1998 and will not be a material cost, due to the fact that most systems
are relatively new and were Year 2000 compliant when purchased.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Securities
offered hereby.
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SELLING SECURITYHOLDERS
The following table sets forth information with respect to the beneficial
ownership of the Common Stock by the Selling Securityholders as of the date of
this Prospectus.
<TABLE>
<CAPTION>
Beneficial Ownership
Number of Shares After Offering
Beneficially Owned -------------------------------
Prior to Number of Shares Number of Percent of Class (if
Name and Address Registration Registered Shares Greater than 1%)
- ---------------- ------------------ ---------- -------------------------------
<S> <C> <C> <C> <C>
Stephen M. Friedberg
c/o Research Underwriting Financial
Associates, Inc.
Franklin Centre
4240 Greenburg Pike
Pittsburgh, PA 15221-4235 24,293 24,293 24,293 --
Mark Ouimette
c/o Research Underwriting Financial
Associates, Inc.
Franklin Centre
4240 Greenburg Pike
Pittsburgh, PA 15221-4235 24,293 24,293 24,293 --
B & G Benefits, a general
partnership
Ben Blanton
908 N. Patterson Street
Valdosta, GA 31603 2,132 2,132 2,132 --
H. Barron Brooks
c/o Pruden Risk Management, Inc.
301 S. Third Avenue
Chatsworth, GA 30705 26,092 26,092 26,092 --
Clay H. Chambliss
c/o Pruden Risk Management, Inc.
206 W. Crawford Street
Dalton, GA 30720 533 533 533 --
Spottswood P. Dudley
6106 Stillwater Way
McLean, VA 22101 28,225 28,225 28,225 --
Christopher A. Hayes
c/o Pruden Risk Management, Inc.
6855 Heathfield Drive
Atlanta, GA 30328 533 533 533 --
HUFRUS, a general partnership
Scott E. Russell
3100 E. Royal Blvd.
Alpharetta, GA 30202 3,199 3,199 3,199 --
</TABLE>
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<TABLE>
<CAPTION>
Beneficial Ownership
Number of Shares After Offering
Beneficially Owned -------------------------------
Prior to Number of Shares Number of Percent of Class (if
Name and Address Registration Registered Shares Greater than 1%)
- ---------------- ------------------ ---------- -------------------------------
<S> <C> <C> <C> <C>
Langsfeld-McKenzie & Assoc., LLC
Phil McKenzie
3715 Northside Pkwy.
400 Northcreek #400
Atlanta, GA 30327-2813 2,132 2,132 2,132 --
Love, Douglas & Pope, Inc.
Jim Bryan
2877 Brandywine Road,
Suite 250
Atlanta, GA 30341 3,199 3,199 3,199 --
Clinton B. & Cathy R. Matthews
jointly with rights of survivorship
c/o Renaissance Mutual Insurance
2961 Flowers Road, S.
Suite 240
Atlanta, GA 30341 533 533 533 --
McCart Insurance Services
2024 Beaver Ruin Rd.
P.O. Box 1973
Norcross, GA 30091 2,132 2,132 2,132 --
Jeffrey W. McCart
c/o McCart Insurance Services
2024 Beaver Ruin Rd.
Norcross, GA 30091 4,266 4,266 4,266 --
Steven T. McMullen
c/o Pruden Risk Management, Inc.
206 W. Crawford Street
Dalton, GA 30720 533 533 533 --
Bob Miller Insurance Inc.
Bob Miller, Jr.
120 S. Cherokee Road
Social Circle, GA 30024 2,132 2,132 2,132 --
David E. Pennington, III
c/o Pruden Risk Management, Inc.
206 W. Crawford Street
Dalton, GA 30720 24,491 24,491 24,491 --
Tom Pool
c/o Pruden Risk Management, Inc.
206 W. Crawford Street
Dalton, GA 30720 533 533 533 --
Renaissance Holding Co., Inc.
c/o David E. Pennington, III
206 W. Crawford Street
Dalton, GA 30720 4,909 4,909 4,909 --
</TABLE>
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<TABLE>
<CAPTION>
Beneficial Ownership
Number of Shares After Offering
Beneficially Owned -------------------------------
Prior to Number of Shares Number of Percent of Class (if
Name and Address Registration Registered Shares Greater than 1%)
- ---------------- ------------------ ---------- -------------------------------
<S> <C> <C> <C> <C>
Bill Smith, Jr.
c/o Little & Smith
202 Church Street, N.E.
Marietta, GA 30062 1,066 1,066 1,066 --
Diversified Insurance Industries, Inc.
c/o Jack Wurfl
2 Hamill Road
Suite 155 W.
Baltimore, MD 21210 1,272 1,272 1,272 --
William A. Graham Company
The Graham Building
1 Penn Square West
Philadelphia, PA 19102 2,313 2,313 2,313 --
Robert B. Hill
c/o Professional Underwriters
Corporation
151 South Warner Road
Wayne, PA 19087 10,780 10,780 10,780 --
Matterhorn Insurance Agency, Inc.
c/o John R. Holthause
c/o Professional Underwriters
Corporation
151 South Warner Road
Wayne, PA 19087 736 736 736 --
Michael P. Miles
c/o Professional Underwriters
Corporation
151 South Warner Road
Wayne, PA 19087 62,337 62,337 62,337 --
Edward J. O'Hara, Jr.
c/o Professional Underwriters
Corporation
151 South Warner Road
Wayne, PA 19087 1,157 1,157 1,157 --
James M. O'Hara, Jr.
c/o Professional Underwriters
Corporation
151 South Warner Road
Wayne, PA 19087 1,157 1,157 1,157 --
S. Alan Pcsolyar
Commonwealth Risk Insurance
1 Logan Square
Suite 1500
Philadelphia, PA 19103 19,787 19,787 19,787 --
</TABLE>
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The Selling Securityholders Stephen Friedberg and Mark Ouimette received
their Securities pursuant to that certain Agreement and Plan of Merger by and
among the Company, Livery Management, Inc., Livery Management Associates, Inc.
and Messrs. Friedberg and Ouimette dated as of May 12, 1998.
The Selling Securityholders B & G Benefits, H. Barron Brooks, Clay H.
Chambliss, Spottswood P. Dudley, Christopher A. Hayes, HUFRUS, Langsfeld-
Mackenzie & Assoc., Love, Douglas and Pope, Inc., Clinton B. and Cathy R.
Matthews, McCart Insurance Services, Jeffrey W. McCart, Stephen T. McMullen, Bob
Miller Insurance Inc., David E. Pennington, III, Tom Pool, Renaissance Holding
Co., Inc., and Bill Smith Jr., received their Securities pursuant to that
certain Agreement and Plan of Merger by and among the Company, CompFirst
Aquisition Corp., HealthShare, Inc., and Messrs. Dudley, Pennington and Brooks
dated as of July 8, 1998.
The Selling Securityholders Diversified Insurance Industries, Inc., William
A. Graham Co., Robert B. Hill, Matterhorn Insurance Agency, Inc., Michael P.
Miles, Edward J. O'Hara, Jr., James M. O'Hara, Jr.,and S. Alan Pcsolyar received
the Securities pursuant to that certain Agreement and Plan of Reorganization of
Professional Underwriters, Inc. dated as of November 29, 1995.
PLAN OF DISTRIBUTION
Any and all of the Securities offered hereby may be sold from time to time
to purchasers directly by the Selling Securityholders. Alternatively, the
Selling Securityholders may from time to time offer the Securities through
brokers, underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Securityholders and/or the purchasers of Securities for whom they may act as
agent. The Selling Securityholders and any such underwriters, dealers or agents
that participate in the distribution of the Securities may be deemed to be
underwriters, and any profit on the sale of Securities by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. The Securities may be sold at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
Selling Securityholders, or by agreement between the Selling Securityholders and
underwriters or dealers.
At the time a particular offer of Securities is made, to the extent
required, a Prospectus Supplement will be prepared by the Company based on
information provided by the Selling Securityholders which will set forth the
number of Securities being offered and the terms of the offering, including the
name or names of any underwriters, dealers or agents, any discounts, commissions
or concessions allowed or reallowed or paid to dealers, including the proposed
selling price to the public.
In order to comply with certain states' securities laws, if applicable, the
Securities will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Securities may
not be sold unless the Securities have been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
such sale is made in compliance with the exemption.
LEGAL MATTERS
The validity of the Securities being offered hereby will be passed upon for
the Company by Messrs Conyers Dill & Pearman of Hamilton, Bermuda. David J.
Doyle, who is an attorney with this firm, is a director of the Company.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
at December 31, 1997, December 31, 1996 and December 31, 1995 and for the years
then ended, which are incorporated by reference herein, have been audited by
Ernst & Young, independent auditors, as set forth in their reports thereon and
incorporated by reference herein, and are included in reliance upon such reports
given upon the authority of the firm as experts in accounting and auditing.
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<PAGE>
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No dealer, salesman or other person has been authorized to give any information
or to make any representations other than those contained in this Prospectus in
connection with the offer made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities offered hereby to any person in any state or
other jurisdiction in which such offer or solicitation is unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, imply that information contained herein is correct as of any time
subsequent to its date or that there has not been any change in the facts set
forth in this Prospectus or in the affairs of the Company since the date hereof.
___________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information........................................................ 2
Incorporation of Certain Information by
Reference............................................................... 2
Enforcement of Civil Liabilities............................................. 3
The Company.................................................................. 3
Risk Factors................................................................. 4
Use of Proceeds.............................................................. 6
Selling Securityholders...................................................... 7
Plan of Distribution......................................................... 10
Legal Matters................................................................ 10
Experts...................................................................... 10
</TABLE>
MUTUAL RISK MANAGEMENT LTD.
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PROSPECTUS
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November 16, 1998
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