<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1999
Registration No.333-75505
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Mutual Risk Management Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda N/A
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification
Number)
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)
--------
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:
<TABLE>
<CAPTION>
<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
(215) 981-4000
</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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 of 1933, 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 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 that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
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<PAGE>
The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
DATED APRIL 28, 1999
PROSPECTUS
Mutual Risk Management Ltd.
1,895,947 Common Shares
-----------------------
The securityholders of Mutual Risk Management Ltd., as described under
the caption "Selling Securityholders" on page 6 of this prospectus, are offering
and selling up to 1,895,947 common shares of Mutual Risk Management Ltd. under
this prospectus.
The selling securityholders may sell these common shares from time to
time on terms to be determined at the time of sale by the selling
securityholders.
Consider carefully the risk factors beginning on page 3 of this
prospectus.
Our common shares are listed on the New York Stock Exchange under the
ticker symbol "MM." The closing price of our common shares, as reported on the
New York Composite Tape on April 23, 1999, was $39 per share.
We urge you to carefully read this prospectus, which will describe the
specific terms of the offering, before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed on the
adequacy or accuracy of the disclosures in the prospectus. Any representation to
the contrary is a criminal offense.
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The date of this Prospectus is April , 1999.
<PAGE>
TABLE OF CONTENTS
Page
----
The Company.................................................... 3
Risk Factors................................................... 3
Use of Proceeds ............................................... 6
Selling Securityholders........................................ 6
Plan of Distribution........................................... 6
Where You Can Find More Information............................ 8
Information Incorporated by Reference.......................... 8
Enforcement of Civil Liabilities............................... 9
Legal Matters.................................................. 9
Experts........................................................ 9
<PAGE>
THE COMPANY
We provide risk management services to clients seeking alternatives to
traditional commercial insurance, especially for workers' compensation. In 1998,
this business represented approximately 57% of our 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
these loss financing methods in place of traditional insurance has become known
as "the alternative market." The alternative market 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:
o lower and more stable costs;
o greater control over the client's risk management program; and
o an increased emphasis within the client's organization on loss
prevention and loss control.
Our principal source of profits is fees received for the various
services provided to our clients in connection with our risk management
programs. In a typical program, these fees total between 11% and 13% of the
client's premium. The structure of our programs places most of the underwriting
risk with our client. For regulatory and other reasons, however, we are required
to assume a limited amount of risk. We seek to limit this risk to the minimum
level feasible. This approach to risk distinguishes us from typical
property/casualty companies which assume significant levels of underwriting risk
as part of their business. We do not seek to earn income from underwriting risk,
but rather from fees for services provided. We market our services exclusively
to retail insurance brokers and consultants representing clients.
We were incorporated in 1977. We have participated in the growth of the
alternative market since 1980 when we established our rent-a-captive program
known as the Insurance Profit Center Program (the "IPC Program"). We are
incorporated and based in Bermuda, the leading worldwide domicile for captive
insurance companies. We operate through subsidiaries in the United States,
Bermuda, Barbados, the Cayman Islands and Europe. Our principal executive
offices are located at 44 Church Street, Hamilton HM 12, Bermuda and our
telephone number is (441) 295-5688.
RISK FACTORS
You should carefully consider the risks described below regarding MRM
and the common shares. The risks and uncertainties described below are not the
only ones we face. There may be additional risks and uncertainties. If any of
the following risks actually occur, our business, financial condition or results
of operations could materially be affected. In such case, the trading price of
the common shares could decline significantly.
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New insurance legislation in some states has resulted in lower premium
rates.
Beginning in 1993, competition increased significantly in certain
important workers' compensation markets, particularly California, due to certain
legislative reforms. This heightened level of competition has persisted through
the current period. Increased competition has lowered the premium rates we may
charge, and this in turn has reduced our fee revenue generated by each
individual program. Increased competition makes sales and renewals of our
programs more difficult.
Our loss reserves may be inadequate to meet our actual losses.
We maintain loss reserves under applicable insurance regulations. These
reserves provide capital to cover our estimated ultimate liability losses and
loss adjustment expenses for both reported and unreported claims incurred. We
believe that our reserves are adequate to meet these objectives. Nevertheless,
establishment of appropriate reserves is an inherently uncertain process and we
cannot be certain that ultimate losses will not exceed these loss reserves.
We remain ultimately liable for risk in excess of each of our clients' chosen
risk that we are unable to reinsure.
A significant feature of our risk management programs is the
utilization of reinsurance, including aggregate excess reinsurance, to transfer
all or a portion of risk not retained by the insured. A lack of available
reinsurance would adversely affect the marketing of our programs and/or force us
to retain all or a part of the risk which cannot be reinsured. In the event we
could not obtain reinsurance for any or all of our client's risk and we were
required to pay claims with respect to such risk and we were unable to recover
the amount of such claims from the client, our financial condition and results
of operations would be adversely impacted.
We have, in the normal course of operating our risk management
programs, placed significant amounts of reinsurance for risk in excess each of
our clients' chosen risk retention with a variety of reinsurance companies.
Failure of a reinsurer could result in significant losses as we would remain
ultimately liable for the losses not covered by such a reinsurer.
Each of our clients' chosen risk retention, which is reinsured either
by one of our foreign insurance subsidiaries (the "IPC Companies") or by the
client's captive insurance company, is generally also supported by letters of
credit. In addition, we rely 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 us 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 us.
It is our policy that our insurance company subsidiaries avoid taking
significant insurance underwriting risk. However, some risk is assumed by these
companies in connection with their limited participation in our excess
reinsurance programs. These subsidiaries could also incur losses if claims on a
policy exceeded the amount of reinsurance coverage. We believe that adequate
reserves and reinsurance have been provided on risks assumed to
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date. However, the actual liability may be greater or less than the amount for
which we have provided. Any such liability will be recorded in the period in
which it becomes known.
If tax laws prevent our IPC Program participants from deducting premiums paid to
us on their income tax returns, we would be unable to competitively market our
IPC Program.
The competitive position of our 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 would adversely affect the marketability of the IPC Program.
Some of our investors could experience negative tax consequences due to the fact
that we are a foreign corporation.
In the event that we are deemed to be a "Passive Foreign Investment
Company," any gain realized by a U.S. person on the sale of common shares will
be taxed, for U.S. federal income tax purposes, at ordinary income rates, not
the capital gain rates. Also, if we are a Passive Foreign Investment Company,
when a U.S. person sells common shares, or receives an extraordinary dividend on
the common shares, the U.S. person will be required to pay an interest charge on
the income realized. If we are a Passive Foreign Investment Company, a U.S.
person may make certain elections on his or her tax return to reduce the
increased tax costs described in the prior two sentences. We do not believe we
are a Passive Foreign Investment Company now, but we cannot guarantee that we
will not become one. Whether or not we are a Passive Foreign Investment Company,
if we are classified or become classified as a "Controlled Foreign Corporation,"
a U. S. person that owns directly or indirectly 10% or more of our voting shares
will be required to include in his or her gross income his or her pro rata share
of certain income of MRM, whether or not such income is actually distributed to
such U.S. shareholder.
State insurance laws and regulations may prevent our subsidiaries from paying
dividends to us or engaging in transactions involving a change of control.
Our licensed U.S. insurance subsidiaries, including Legion Insurance
Company, Legion Indemnity Ltd. and Villanova Insurance Company (collectively,
"Legion" or the "Legion Companies"), 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 "extraordinary" transactions include declaring dividends from
the insurance subsidiary to MRM 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.
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<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common shares
offered in this prospectus.
SELLING SECURITYHOLDERS
The following table sets forth information with respect to the
beneficial ownership of the common shares 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 Registration Registered Shares Greater than 1%)
- ---- -------------- ---------- ---------- ---------------------
<S> <C> <C> <C> <C>
Shalfleet Ltd. 488,508 488,508 -- --
Monterery Limited 115,838 115,838 -- --
David Pickering 91,537 91,537 -- --
Terence Power 141,298 141,298 -- --
George Rusu 518,795 518,795 -- --
KVH Family Trust 539,971 539,971 -- --
</TABLE>
Shalfleet Ltd., Monterey Limited, David Pickering and Terence Power received
their common shares in connection with the acquisition of IAS Holdings Ltd., H &
H Reinsurance Brokers Ltd., and Hurst Holme Insurance Company that was
consummated on November 4, 1998. George Rusu and the KVH Family Trust received
their common shares in connection with the merger and acquisition of Captive
Resources, Inc. that was consummated on March 1, 1999.
PLAN OF DISTRIBUTION
MRM is registering the common shares on behalf of the selling
securityholders. References in this section to the selling securityholders also
include any pledgees, donees or transferees who received common shares from a
named selling securityholder after the date of this prospectus. To the extent
required, we will identify any additional selling securityholder in a supplement
to this prospectus.
Any and all of the common shares offered in this Prospectus may be sold
from time to time to purchasers directly by the selling securityholders in one
or more types of transactions (which may include crosses or block transactions)
on the New York Stock Exchange ("NYSE"), in the over-the-counter market, in
negotiated transactions, by pledge to secure debts and other obligations,
through put or call options transactions relating to
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<PAGE>
the common shares (whether non-traded or exchange-traded), through short sales
of common shares, or a combination of such methods of sale, at market prices
prevailing at the time of sale, or at negotiated prices. Alternatively, the
selling securityholders may from time to time offer the common shares 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 common shares for whom they may act as
agent.
The selling securityholders may also enter into hedging transactions
with broker-dealers or other financial institutions. In connection with these
transactions, broker-dealers or other financial institutions may engage in short
sales of the common shares in the course of hedging the positions they assume
with the selling securityholders. The selling securityholders may also enter
into options or other transactions with broker-dealers or other financial
institutions which require the delivery to that broker-dealer or other financial
institution of the common shares offered under this prospectus. The common
shares that broker-dealers or other financial institutions receives in those
types of transactions may be resold under this prospectus.
The selling securityholders and any broker-dealers that participate in
the distribution of the common shares may be deemed to be "underwriters," within
the meaning of the Securities Act of 1933 (the "Securities Act") and any profit
on the sale of common shares by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents might be deemed
to be underwriting compensation under the Securities Act. We have agreed to
indemnify each selling securityholder against certain liabilities under the
Securities Act.
Because selling securityholders may be deemed to be underwriters, the
selling securityholders will be subject to the prospectus delivery requirements
of the Securities Act, which may include delivery through the facilities of the
NYSE pursuant to Rule 153 under the Securities Act.
To comply with rules and regulations under the Securities and Exchange
Act of 1934 ("Exchange Act"), persons engaged in a distribution of the common
shares may be limited in their ability to engage in market activities with
respect to such common shares. In addition and without limiting the foregoing,
each selling securityholder will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the common shares by the
selling securityholders. All of these things may affect the marketability of the
common shares.
Selling securityholders also may resell all or a portion of the common
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of such Rule.
Upon a selling securityholder notifying us that he, she or it has
entered into any material arrangement with a broker-dealer for the sale of
common shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, we will file a
supplement to this prospectus, if required pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling securityholder and
of the participating broker-dealer(s), (ii) the number of common shares
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involved, (iii) the price at which such common shares were sold, (iv) the
commissions paid or discounts or concession allowed to such broker-dealer(s),
where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this prospectus and (vi) other facts material to the transaction. In addition,
upon a selling securityholder notifying us that a pledgee, donee or transferee
intends to sell more than 500 common shares, a supplement to this prospectus
will be filed.
In order to comply with certain states' securities laws, if applicable,
the common shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the common shares
may not be sold unless the common shares has 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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). You may read and copy any document we file 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 our reports, proxy statements and other information 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, our reports, proxy
statements and other information filed with the Commission through its
Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system are publicly
available through the Commission's website on the Internet's World Wide Web,
located at http://www.sec.gov. This registration statement, including its
exhibits, has been filed with the Commission through EDGAR. We will 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 those documents (unless those 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.
Our common shares trade on the New York Stock Exchange under the symbol
"MM." Our reports, proxy statements and other information may also be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10004.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference
is considered to be a part of this prospectus, and information that we file
later with the Commission will automatically update and supersede this
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information. We incorporate by reference the documents listed below and any
future filings we make with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act:
(a) Our Annual Report on Form 10-K for the year ended December 31,
1998;
(b) The description of the common shares contained in our 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
(c) All documents filed by us 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.
ENFORCEMENT OF CIVIL LIABILITIES
We are organized under the laws of Bermuda and certain of our directors
and officers, and certain of the experts named in this prospectus reside outside
of the United States. Moreover, a substantial portion of our assets are located
outside of the United States. Consequently, it may not be possible to effect
service of process on those persons or entities within the United States or to
enforce against any of them judgments of courts in the United States based on
the civil liability provisions of the federal securities laws of the United
States. We have been informed by Conyers Dill & Pearman, our 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. 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 us, or our directors or officers who reside in Bermuda, in a suit brought in
The Supreme Court of Bermuda against us 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.
LEGAL MATTERS
The validity of the common shares being offered hereby will be passed
upon for MRM by Messrs. Conyers Dill & Pearman of Hamilton, Bermuda. David J.
Doyle, who is an attorney with this firm, is a director of MRM.
EXPERTS
Ernst & Young, independent auditors, have audited our consolidated
financial statements and schedules included in our Annual Report on Form 10-K
for the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and registration statement. Our
financial statements and schedules are incorporated by reference in reliance on
Ernst & Young's report, given on their authority as experts in accounting and
auditing.
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================================================================================
You should rely only on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as any date other than the date on
the front of this prospectus.
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MUTUAL RISK MANAGEMENT LTD.
1,895,947 Common Shares
---------------
PROSPECTUS
---------------
April ___, 1999
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the issuance and distribution, all of which
are payable by MRM are as follows:
SEC Registration Fee $20,639.00*
Legal Fees and Expenses 5,000.00
Accounting Fees and Expenses 2,000.00
Printing Expenses 0
Miscellaneous Expenses 1,000.00
Total $28,639.00**
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*Actual
**Estimated
Item 15. Indemnification of Directors and Officers.
Our Bye-Laws provide that we shall indemnify, subject to the proviso
below, every director, officer of MRM and member of a committee thereof out of
the funds of MRM against all civil liabilities, loss, damage or expense
(including but not limited to liabilities under contract, tort and statute or
any applicable foreign law or regulation and all reasonable legal and other
costs and expenses properly payable) incurred or suffered by him as such
director, officer or committee member and any person acting as a director,
officer or committee member in the reasonable belief that he has been so
appointed or elected notwithstanding any defect in such appointment or election
provided always that the indemnity contained by the Bye-Laws shall not extend to
any matter which would render it void pursuant to the Bermuda Companies Acts. To
the extent that any director, officer or member of a committee duly constituted
under the Bye-Laws is entitled to claim an indemnity pursuant to the Bye-Laws in
respect of amounts paid or discharged by him, the relative indemnity shall take
effect as an obligation of MRM to reimburse the person making such payment or
effecting such discharge. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by MRM in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of a director or officer to repay such amount, unless it shall be
ultimately determined that he is entitled to be indemnified by MRM as authorized
in the Bye-Laws or otherwise pursuant to applicable laws.
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Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C> <C>
5 Opinion of Conyers Dill & Pearman. Previously filed.
23.1 Consents and Report of Ernst & Young. Filed herewith.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5). Previously filed.
24 Power of Attorney (included on the signature pages of this Previously filed.
registration statement).
</TABLE>
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Item 17. Undertakings
(a) The 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 and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 registration statement is on Form S-3, Form S-8 or Form F-3, and
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 the registrant pursuant to Section 13 or 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.
(b) 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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(c) 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
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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.
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under
the Securities Act, each post-effective amendment that contains a form of
prospectus 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.
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<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 this registraiton statement on Form S-3 and has duly
caused this Amendment No. 1 to this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda
on April 28, 1999.
MUTUAL RISK MANAGEMENT LTD.
By: *
--------------------------------
Robert A. Mulderig
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Chairman and Chief Executive Officer April 28, 1999
- ------------------------------- (Principal Executive Officer)
Robert A. Mulderig
*
- ------------------------------- President, Director and Authorized April 28, 1999
John Kessock, Jr. U.S. Representative
*
- -------------------------------
Richard G. Turner Executive Vice President and Director April 28, 1999
*
- -------------------------------
Glenn R. Partridge Executive Vice President and Director April 28, 1999
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
*
- ------------------------------- Chief Financial Officer
James C. Kelly (Principal Financial and Accounting Officer) April 28, 1999
*
- -------------------------------
Roger E. Dailey Director April 28, 1999
*
- -------------------------------
David J. Doyle Director April 28, 1999
*
- -------------------------------
Arthur E. Engel Director April 28, 1999
*
- -------------------------------
Allan W. Fulkerson Director April 28, 1999
*
- -------------------------------
William F. Galtney, Jr. Director April 28, 1999
*
- -------------------------------
Beverly H. Patrick Director April 28, 1999
*
- -------------------------------
Jerry S. Rosenbloom Director April 28, 1999
*
- -------------------------------
Joseph D. Sargent Director April 28, 1999
*
- -------------------------------
Norman L. Rosenthal Director April 28, 1999
/s/ Richard E. O'Brien
* Richard E. O'Brien
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
Index of Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C> <C>
5 Opinion of Conyers Dill & Pearman. Previously filed.
23.1 Consent of Ernst & Young. Filed herewith.
23.2 Consent of Conyers Dill & Pearman (contained in Exhibit 5). Previously filed.
</TABLE>
II-6
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
MUTUAL RISK MANAGEMENT LTD.
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333-75505) and related Prospectus of
Mutual Risk Management Ltd. for registration of 1,895,947 shares of its common
stock and to the incorporation by reference therein 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
