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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Tremont Advisors, Inc.
________________________________________________________________________________
(Name of Issuer)
CLass B Common Stock
________________________________________________________________________________
(Title of Class of Securities)
89472901
_______________________________________________________________
(CUSIP Number)
Mutual Risk Management Ltd.
44 Church Street
Hamilton HM 12 Bermuda
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
-with copies to-
Stephen Rosenberg, Esq.
Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 1002
(212) 508-6700
August 18, 1999
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 89472901 PAGE 2 OF 2 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mutual Risk Management Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
Inapplicable (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bermuda
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,081,230
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,081,230
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,081,230
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
Inapplicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.30%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
-2-
<PAGE>
- --------------------- --------------------
CUSIP No. 89472901 Page 3 of 5 Pages
- --------------------- --------------------
ITEM 1 SECURITY AND ISSUER
- ------ -------------------
Title of Class of Securities
----------------------------
Class B common stock $.01 par value per share (the "Shares")
Name and Address of Issuer
--------------------------
Tremont Advisers, Inc. ("Tremont" or the "Issuer")
555 Theodore Fremd Avenue
Rye, New York 10580
ITEM 2 IDENTITY AND BACKGROUND
- ------ -----------------------
(a) Mutual Risk Management Ltd. ("Mutual Risk"), is a corporation organized
under the laws of Bermuda. It is an international risk management company
whose principal business address and the address of its principal office
are set forth in Item(b) below.
(b) 44 Church Street
Hamilton HM 12 Bermuda
(c) Inapplicable.
(d) During the past five years neither Mutual Risk, nor any of its executive
officers or directors, has been convicted in a criminal proceeding.
(e) During the past five years neither Mutual Risk, nor any of its executive
officers or directors, has been a party to a civil proceeding as a result
of which it is subject to a judgment, decree or final order enjoining it
from or mandating activities subject to federal or state securities laws,
or finding in violation of such laws.
(f) Inapplicable.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ------ -------------------------------------------------
Mutual Risk's wholly-owned subsidiary, MGL Investments Ltd., purchased
the Shares using working capital.
-3-
<PAGE>
- --------------------- --------------------
CUSIP No. 89472901 Page 4 of 4 Pages
- --------------------- --------------------
ITEM 4 PURPOSE OF TRANSACTION
- ------ ----------------------
The purpose of the transactions reported by this Schedule D is investment
in the securities of the Issuer and not for the purpose of acquiring
control of the Issuer. Mutual Risk, its affiliated entities, executive
officers and directors may from time to time purchase additional Shares
or sell these Shares in the ordinary course of business, as permitted by
the Federal Securities laws. An execuitve officer of Mutual Risk
management, Richard O'Brien, is a member of the Board of Directors of the
Issuer and as such is part of the Issuer's management. In Mr. O'Brien's
capacity as a director of the Issuer, he may suggest or consider changes
in the operations, management or capital structure of Tremont as a means
of enhancing shareholder values. Such suggestions or considerations may
relate to:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an interdealer quotation system of a registered national
securities association;
(i) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) any action similar to any of those enumerated above.
-4-
<PAGE>
- --------------------- --------------------
CUSIP No. 89472901 Page 5 of 5 Pages
- --------------------- --------------------
Other than as described above, Mutual Risk does not have any present
plans or proposals that relate to or which would result in any of the
foregoing.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
- ------ ------------------------------------
(a)-(b) As of the date of this Schedule 13-D, Mutual Risk, through MGL
owns 1,081,230 shares of the Issuer's Class B Common Stock, representing
approximately 19.30% of the Issuer's Class B Common Stock outstanding as
of July 30, 1999 (based upon information obtained from the Issuer's
latest Form 10-QSB). To the best knowledge of Mutuaual Risk, none of its
executive officers or directors own any Shares.
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
- ------ ------------------------------------------------------------------------
SECURITIES OF THE ISSUER
------------------------
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
- ------ --------------------------------
None.
SIGNATURE
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 23, 1999
______________________________
(Dated)
/s/ Richard O'Brien
______________________________
(Signature)
Senior Vice President
------------------------------
(Title)
-5-
