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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MUTUAL RISK MANAGEMENT LTD.
(Exact Name of Registrant as Specified in Charter)
BERMUDA NONE
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
44 CHURCH STREET
HAMILTON, BERMUDA HM 12
(441) 295-5688
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
1991 LONG TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
----------------
JOHN KESSOCK, JR.
C\O COMMONWEALTH RISK SERVICES, L.P.
ONE LOGAN SQUARE
SUITE 1500
PHILADELPHIA, PA 19103
(215) 963-1600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
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<S> <C>
RICHARD E. O'BRIEN PETER O. CLAUSS, ESQUIRE
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY MATTHEW A. WOODWARD, ESQUIRE
MUTUAL RISK MANAGEMENT LTD. PEPPER HAMILTON LLP
44 CHURCH STREET 3000 TWO LOGAN SQUARE
HAMILTON, BERMUDA HM 12 18TH & ARCH STREETS
(441) 295-5688 PHILADELPHIA, PA 19103
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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Common Stock 4,433,334 $39.50 $175,116,693 $48,683
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a) interests to
be offered or sold pursuant to the 1991 Long Term Incentive Plan described
herein, and (b) additional shares which may be necessary to adjust the number of
shares reserved for issuance pursuant to the 1991 Long Term Incentive Plan for
any future stock split, stock dividend or similar adjustment of the outstanding
Common Stock of the registrant.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.
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Explanatory Note
----------------
Pursuant to General Instruction E of Form S-8, this Registration Statement
is being filed in order to register additional shares of Common Stock, par value
$.01 per share, of Mutual Risk Management Ltd. (the "Company"), with respect to
a currently effective Registration Statement on Form S-8 of the Company
(Registration No. 33-55282) relating to the Company's 1991 Long Term Incentive
Plan, the contents of which Registration Statement, as amended, are incorporated
by reference into this Registration Statement.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5 Opinion of Conyers Dill & Pearman.
23.1 Consent of Ernst & Young.
23.2 Consent of Conyers Dill & Pearman is contained in Exhibit
5.
24 Power of Attorney (included in the signature page of this
Registration Statement).
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SIGNATURES
The Registrant. 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Hamilton, Bermuda on this 28th day of April, 1999.
MUTUAL RISK MANAGEMENT LTD.
By: /s/ Robert A. Mulderig
------------------------------------
Robert A. Mulderig
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Mutual Risk Management
Ltd., a Bermuda corporation ("MRM"), and the undersigned directors and officers
of MRM hereby constitute and appoint Richard E. O'Brien, with full power of
substitution and resubstitution, his or her true and lawful attorney and agent
at any time and from time to time to do any and all acts and things and execute
in his or her name (whether on behalf of MRM, or by attesting the seal of MRM or
otherwise), any and all instruments and documents which said attorney and agent
may deem necessary or advisable and may be required to enable MRM and the 1991
Long Term Incentive Plan (the "Plan") to comply with the Securities Act of 1933,
as amended, and any rules, regulations or requirements of the Securities and
Exchange Commission ("Commission") in respect thereof, in connection with the
Plan and shares of Common Stock of MRM offered pursuant to or in connection with
the Plan, including specifically, but without limiting the generality of the
foregoing, power of attorney to sign the name of MRM and affix the corporate
seal and to sign the names of the undersigned directors and officers to all
registration statements, and all amendments and supplements thereto, on Form S-8
or S-8/S-3 or on any other appropriate Form, hereafter filed with the Commission
and all instruments or documents filed as a part thereof or in connection
therewith, and each of the undersigned hereby ratifies and confirms all that
said attorney and agent, or his substitute or substitutes, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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Signature Title Date
- --------- ----- ----
/s/ Robert A. Mulderig Chairman and Chief Executive Officer April 28, 1999
- -------------------------- (Principal Executive Officer)
Robert A. Mulderig
/s/ John Kessock, Jr. President, Director and Authorized April 28, 1999
- -------------------------- U.S. Representative
John Kessock, Jr.
/s/ Richard G. Turner Executive Vice President and Director April 28, 1999
- --------------------------
Richard G. Turner
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Signature Title Date
- --------- ----- ----
/s/ Glenn R. Partridge Executive Vice President and Director April 28, 1999
- --------------------------
Glenn R. Partridge
/s/ James C. Kelly Chief Financial Officer April 28, 1999
- -------------------------- (Principal Financial and Accounting Officer)
James C. Kelly
/s/ Roger E. Dailey Director April 28, 1999
- --------------------------
Roger E. Dailey
/s/ David J. Doyle Director April 28, 1999
- --------------------------
David J. Doyle
Director April 28, 1999
- --------------------------
Arthur E. Engel
Director April 28, 1999
- --------------------------
Allan W. Fulkerson
/s/ William Galtney, Jr. Director April 28, 1999
- --------------------------
William F. Galtney, Jr.
/s/ Beverly H. Patrick Director April 28, 1999
- --------------------------
Beverly H. Patrick
Director April 28, 1999
- --------------------------
Jerry S. Rosenbloom
/s/ Joseph D. Sargent Director April 28, 1999
- --------------------------
Joseph D. Sargent
Director April 28, 1999
- --------------------------
Norman L. Rosenthal
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hamilton, Bermuda, on the 28th day of
April, 1999.
1991 LONG TERM INCENTIVE PLAN
By: COMPENSATION COMMITTEE,
Plan Administrator
By: /s/ Beverly H. Patrick
---------------------------------------
Beverly H. Patrick
Committee Member
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Index of Exhibits
Exhibit No. Description
- ----------- -----------
5 Opinion of Conyers Dill & Pearman.
23.1 Consents of Ernst & Young.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5).
24 Power of Attorney (included in the signature page of this
Registration Statement).
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EXHIBIT 5
April 29, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington Plaza
Washington, DC 20549
Dear Sirs
We have acted as Bermuda counsel for Mutual Risk Management Ltd. (the "Company")
in connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission ("Commission")
by the Company under the Securities Act of 1933 of the United States relating
to the registration of 4,433,334 common shares, $.01 par value each ("Common
Shares"), for issuance pursuant to the Company's 1991 Long-Term Incentive
Plan (as that term is defined in the Registration Statement).
For the purposes of giving this opinion, we have examined and relied upon the
Registration Statement. We have also reviewed a copy of the memorandum of
association and bye-laws of the Company certified as true copies thereof by
the secretary of the Company, minutes of meetings of the Company's board of
directors, minutes of shareholders' meetings and such other documents, and
have made such enquiries as to questions of law as we have deemed necessary
in order to render the opinions set forth below.
We have assumed:
(i) the genuineness and authenticity of all signatures and the conformity to
the originals of all copies (whether or not certified) of all documents
examined by us and the authenticity and completeness of the originals from
which such copies were taken;
(ii) the correctness, accuracy and completeness of all factual representations
made in the Registration Statement and in the other documents which we
have reviewed; and
(iii) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the opinions
expressed herein.
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We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see paragraph 2 below) we mean
with respect to the shareholders of a company, in relation to fully paid
shares of a company and subject to any contrary provision in any agreement in
writing between that company and any one of its shareholders holding such
shares but only with respect to such shareholder, that such shareholder shall
not be liable to contribute any further share capital or otherwise pay
additional money to such company by virtue only of being a shareholder in
such company.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is an existing limited liability
exempted company under the laws of Bermuda, with corporate power and
corporate authority to own, lease and operate its properties and conduct its
business as described in the Registration Statement.
2. The Common Shares to be issued pursuant to the Company's 1991 Long Term
Incentive Plan ("Plan"), when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-
assessable, with no personal liability attaching solely by reason of the
ownership thereof.
3. The statements in the Registration Statement under the caption "ENFORCEMENT
OF CIVIL LIABILITIES" is based on current Bermuda law and constitutes the
opinion of this Firm.
We hereby consent to the filing of this opinion with the Commission and as an
exhibit to the Registration Statement and to the reference to this Firm under
the captions "ENFORCEMENT OF CIVIL LIABILITIES"and "LEGAL MATTERS".
Yours faithfully
/s/ Conyers Dill & Pearman
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
MUTUAL RISK MANAGEMENT LTD.
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-55282) dated April 29, 1999 pertaining to the 1991 Long Term
Incentive Plan of Mutual Risk Management Ltd. of our report dated February 15,
1999, with respect to the consolidated financial statements and schedules of
Mutual Risk Management Ltd. included in its Annual Report on Form 10-K for the
year ended December 31, 1998, filed with the Securities and Exchange Commission.
[GRAPHIC OMITTED]
/s/ Ernst & Young
_________________________________
Hamilton, Bermuda
April 27, 1999
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