<PAGE>
As filed with the Securities and Exchange Commission on February 8, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
----------------
Bermuda N/A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
44 Church Street John Kessock, Jr.
Hamilton HM 12 Bermuda c/o Commonwealth Risk Services, L.P.
(441) 295-5688 One Logan Square, Suite 1500
(Address, including zip code, and Philadelphia, PA 19103
telephone number, including area code, (215) 963-1600
of Registrant's principal executive (Name, address, including zip code, and
offices) telephone number, including area code,
of agent for service)
----------------
MUTUAL GROUP LTD.
(Exact name of registrant as specified in its charter)
Delaware 51-0239964
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
One Logan Square, Suite 1500 John Kessock, Jr.
Philadelphia, PA 19103 c/o Commonwealth Risk Services, L.P.
(215) 963-1600 One Logan Square, Suite 1500
(Address, including zip code, and Philadelphia, PA 19103
telephone number, including area code, (215) 963-1600
of Registrant's principal executive (Name, address, including zip code, and
offices) telephone number, including area code,
of agent for service)
----------------
MRM CAPITAL TRUST I
MRM CAPITAL TRUST II
MRM CAPITAL TRUST III
(Exact name of registrant as specified in its certificate of trust)
Delaware Each Applied for
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
One Logan Square, Suite 1500 John Kessock, Jr.
Philadelphia, PA 19103 c/o Commonwealth Risk Services, L.P.
(215) 963-1600 One Logan Square, Suite 1500
(Address, including zip code, and Philadelphia, PA 19103
telephone number, (215) 963-1600
including area code, of registrant's (Name, address, including zip code, and
principal executive offices) telephone number,
including area code, of agent for
service)
Copies to:
Richard E. O'Brien, Esq. Richard Warren Shepro, John M. Vasily, Esq.
Senior Vice President & Esq. Peter J. Loughran, Esq.
General Counsel Carol S. Rivers, Esq. Debevoise & Plimpton
Mutual Risk Management Mayer, Brown & Platt 875 3rd Avenue
Ltd. 190 South LaSalle Street New York, NY 10022
44 Church Street Chicago, Illinois 60603- (212) 909-6000
Hamilton, Bermuda HM 12 3441
(441) 295-5688 (312) 782-0600
----------------
<PAGE>
Approximate date of commencement of the proposed sale to the public: From
time to time 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, please 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, 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 following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
maximum
Amount aggregate Amount of
Title of each class of securities to be offering registration
to be registered (1) registered (1) price (2) fee
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<S> <C> <C> <C>
Mutual Risk Management Ltd. Senior Notes............
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Mutual Risk Management Ltd. Junior Subordinated
Notes..............................................
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Mutual Group Ltd. Junior Subordinated Notes.........
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MRM Capital Trust I Preferred Securities............
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MRM Capital Trust II Preferred Securities...........
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MRM Capital Trust III Preferred Securities..........
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Mutual Risk Management Ltd. Guarantee of Mutual
Group Ltd. Junior Subordinated Notes (3)...........
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Mutual Risk Management Ltd. Guarantees of MRM
Capital Trust I, MRM Capital Trust II and MRM
Capital Trust III Preferred Securities (4).........
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Mutual Group Ltd. Guarantees of MRM Capital Trust I,
MRM Capital Trust II and MRM Capital Trust III
Preferred Securities (4)...........................
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Mutual Risk Management Ltd. Guarantees of Mutual
Group Ltd. Guarantees of MRM Capital Trust I, MRM
Capital Trust II and MRM Capital Trust III
Preferred Securities (3)...........................
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Total............................................... $500,000,000 $500,000,000 $132,000
</TABLE>
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(1) An indeterminate principal amount of senior or junior subordinated notes of
Mutual Risk Management Ltd. and junior subordinated notes of Mutual Group
Ltd. and an indeterminate number of preferred securities of MRM Capital
Trust I, MRM Capital Trust II and MRM Capital Trust III as may from time to
time be issued at indeterminate prices, with an aggregate offering price
not to exceed $500,000,000. Junior subordinated notes may be issued and
sold to MRM Capital Trust I, MRM Capital Trust II and MRM Capital Trust III
in which event the junior subordinated notes may later be distributed to
the holders of preferred securities.
(2) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance with Rule 457(o) of the rules and regulations
under the Securities Act of 1933. Rule 457(o) permits the registration fee
to be calculated on the basis of the maximum offering price of all of the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the proposed maximum
offering price per unit or the proposed maximum aggregate offering price.
(3) Pursuant to Rule 457(n) of the rules and regulations under the Securities
Act of 1933, no separate consideration will be received for the guarantees.
(4) Includes the rights of holders of the preferred securities under the
applicable guarantees of preferred securities, the obligations of Mutual
Group Ltd. under the applicable trust agreement of each of MRM Capital
Trust I, MRM Capital Trust II and MRM Capital Trust III, and the
obligations of Mutual Risk Management Ltd. or Mutual Group Ltd. under the
indenture for the junior subordinated notes and any related supplemental
indenture, all of which are described in this Registration Statement. No
separate consideration will be received for any of such guarantees or
obligations.
----------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a) may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell nor does it seek an offer to +
+buy these securities in any jurisdiction where the offer or sale is not +
+permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated February 8, 2000.
PROSPECTUS
$500,000,000
MUTUAL RISK MANAGEMENT LTD.
SENIOR NOTES
JUNIOR SUBORDINATED NOTES
MUTUAL GROUP LTD.
JUNIOR SUBORDINATED NOTES
Guaranteed by Mutual Risk Management Ltd.
MRM CAPITAL TRUST I
MRM CAPITAL TRUST II
MRM CAPITAL TRUST III
PREFERRED SECURITIES
Guaranteed by Mutual Risk Management Ltd.
-----------
We may offer and sell any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount of
$500,000,000. This prospectus provides you with a general description of the
securities that we may offer. Each time we offer securities, we will provide a
prospectus supplement that will accompany this prospectus. This prospectus may
not be used to sell these securities unless accompanied by a prospectus
supplement. The prospectus supplement will contain specific information about
the terms of the securities being offered at that time. You should read both
this prospectus and any prospectus supplement, including the documents we have
referred to under the heading "Where You Can Find More Information," to make
your investment decision.
Before investing in our securities, you should review the section of this
prospectus called "Risk Factors" beginning on page 5.
If we decide to list any of these securities on a national securities
exchange upon issuance, the supplements to this prospectus will identify the
exchange and the date when we expect trading to begin.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
We may offer these securities through underwriters or agents or directly to
institutional investors. The supplements to this prospectus will provide the
specific terms of the plan of distribution.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the SEC. By using this shelf registration statement, we may sell up to
$500,000,000 of any combination of the securities described in this prospectus
from time to time and in one or more offerings. This prospectus only provides
you with a general description of the securities that we may offer. Each time
we sell securities, we will provide a supplement to this prospectus that
contains specific information about the terms of the securities. Before
purchasing any securities, you should carefully read both this prospectus and
any supplement, together with the additional information described under the
heading "Where You Can Find More Information."
MRM Capital Trust I, MRM Capital Trust II and MRM Capital Trust III, each of
which is referred to in this prospectus as a trust and all of which are
referred to as the trusts, have no independent function other than to issue
securities and to purchase junior subordinated notes. Mutual Group Ltd.,
referred to in this prospectus as Mutual Group, is a wholly-owned subsidiary of
Mutual Risk Management Ltd., referred to in this prospectus as MRM. This
prospectus does not contain separate financial statements for Mutual Group or
the trusts. MRM files consolidated financial information with the SEC that
includes Mutual Group and will include the trusts.
You should rely only on the information contained or incorporated by
reference in this prospectus and in any supplement. "Incorporate by reference"
means that we can disclose important information to you by referring you to
another document filed separately with the SEC. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We will
not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in
this prospectus and any supplement to this prospectus is current only as of the
dates on their covers. Our business, financial condition, results of operations
and prospects may have changed since that date.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the information incorporated
by reference in them may contain forward-looking statements within the meaning
of the federal securities laws. MRM intends these forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements in
these sections. In some cases, you can identify these statements by our use of
forward-looking words such as "may," "will," "should," "anticipate,"
"estimate," "expect," "plan," "believe," "predict," "potential" or "intend."
You should be aware that these statements and any other forward-looking
statements in these documents only reflect our expectations and are not
guarantees of performance. These statements involve risks, uncertainties and
assumptions. Actual events or results may differ materially from our
expectations. Important factors that could cause our actual results to be
materially different from our expectations include those discussed in any of
these documents under the caption "Risk Factors." The safe harbor provisions
for forward-looking statements only apply to companies that have previously
offered securities to the public. Because Mutual Group's offer of the junior
subordinated notes and each trust's offer of the preferred securities
constitutes Mutual Group's and each trust's initial public offering of
securities, the safe harbor provisions of the federal securities laws do not
apply to Mutual Group or the trusts. We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
2
<PAGE>
MUTUAL RISK MANAGEMENT LTD.
We provide risk management services to clients in the United States, Canada
and Europe that seek alternatives to traditional commercial insurance for risk
exposures. In addition, we provide financial services to offshore mutual funds
and other companies. We are a Bermuda-based insurance holding company that was
incorporated in 1977. We primarily focus on the "alternative market," which
involves clients self-insuring a significant amount of their loss exposure and
transferring only the unpredictable excess risk to insurers. Although revenue
earned from premiums is substantial, our principal source of profits is from
fees received for the various insurance and other services provided to clients
in connection with our programs. Income from fees is derived from four distinct
business segments:
Program Business--The fastest growing of our business segments. In this
segment, we replace traditional insurers as the intermediary between
producers of customized insurance products and reinsurers wishing to
provide those products. We provide a range of services for a fee and the
underwriting profit is shared between the producer and the reinsurers. The
Program Business accounted for 55% of fee income for the nine months ended
September 30, 1999.
Corporate Risk Management--Our original business segment. Corporate Risk
Management involves providing services to businesses and associations
seeking to insure a portion of their risk in a loss sensitive alternative
market structure. We earn our fees by designing and implementing risk
financing and loss control programs for medium-size and large companies
that seek to insure a portion of their insurable risk. Corporate Risk
Management accounted for 28% of fee income for the nine months ended
September 30, 1999.
Specialty Brokerage--Our Specialty Brokerage segment specializes in placing
reinsurance for captive insurance companies, placing coverage with excess
liability and corporate officers' and directors' liability carriers and
placing reinsurance in connection with our Program and Corporate Risk
Management businesses. Specialty Brokerage accounted for 7% of fee income
for the nine months ended September 30, 1999.
Financial Services--Our Financial Services segment started in 1996 with the
acquisition of The Hemisphere Group Limited. The Financial Services segment
provides administrative services to offshore mutual funds and other
companies and offers a proprietary family of mutual funds as well as asset
accumulation life insurance products for the high net worth market.
Financial Services accounted for 10% of fee income for the nine months
ended September 30, 1999.
The structure of our programs places most of the underwriting risk with the
client. For regulatory and other reasons, however, we are required to assume a
limited amount of risk. We seek to limit our risk to the minimum level
feasible. This approach to risk distinguishes us from typical property/casualty
companies that assume significant levels of underwriting risk as part of their
businesses. We do not seek to earn income from underwriting risk, but rather
from fees for services provided.
MRM's principal executive offices are located at 44 Church Street, Hamilton
HM 12 Bermuda and its telephone number is (441) 295-5688.
MUTUAL GROUP LTD.
Mutual Group is a holding company for our U.S. operations. Its principal
operating subsidiaries are Legion Insurance Company, Legion Indemnity Company
and Villanova Insurance Company. Mutual Group was incorporated in 1979. Its
principal executive offices are located at One Logan Square, Suite 1500,
Philadelphia, Pennsylvania 19103 and its telephone number is (215) 963-1600.
3
<PAGE>
THE TRUSTS
Mutual Group created each trust as a statutory Delaware business trust
pursuant to a trust agreement. Mutual Group will enter into an amended and
restated trust agreement for each trust, which will state the terms and
conditions for the trust to issue and sell its preferred securities and common
securities.
Each trust exists solely to:
. issue and sell to the public preferred securities, representing undivided
beneficial interests in the assets of the trust;
. issue and sell to Mutual Group common securities, representing undivided
beneficial interests in the assets of the applicable trust;
. use the gross proceeds from the sale of its preferred and common
securities to purchase a series of junior subordinated notes;
. distribute the cash payments it receives from the junior subordinated
notes it owns to the holders of the preferred and common securities; and
. engage in other activities that are necessary or incidental to these
purposes.
Mutual Group will purchase all of the common securities of each trust. The
common securities will represent an aggregate liquidation amount equal to at
least 3% of each trust's total capitalization. The preferred securities will
represent the remaining approximately 97% of each trust's total capitalization.
The common securities will have terms substantially identical to, and will rank
equal in priority of payment with, the preferred securities. Payments will be
made on both the common securities and the preferred securities when payments
of interest are made on the junior subordinated notes, upon redemption of the
junior subordinated notes or in some circumstances upon liquidation of the
trust. However, if a default on the payments on the related junior subordinated
notes occurs, then cash distributions and redemption, liquidation and other
amounts payable on the common securities will be subordinate in priority of
payment to the amounts payable on the preferred securities.
Each of the trusts is a legally separate entity and the assets of one are
not available to satisfy the obligations of any of the others.
The preferred securities will be guaranteed by MRM as described later in
this prospectus.
We have appointed five trustees to conduct each trust's business and
affairs:
. The Chase Manhattan Trust Company, National Association, which will act
as the property trustee;
. Chase Manhattan Bank Delaware, which will act as the Delaware trustee;
and
. Three Mutual Group officers, who will act as the administrative trustees.
Mutual Group and MRM will pay all fees and expenses related to each trust
and the offering of the preferred securities and will pay all ongoing costs,
expenses and liabilities of each trust, except the trusts' obligations under
the preferred and common securities.
The trusts will not have separate financial statements. The statements would
not be material to holders of the preferred securities because the trusts will
not have any independent operations and exist solely for the reasons summarized
above.
The principal offices of each trust will be located at One Logan Square,
Suite 1500, Philadelphia, Pennsylvania 19103, and the telephone number of each
trust will be (215) 963-1600.
4
<PAGE>
RISK FACTORS
You should carefully consider the following risk factors, in addition to the
other information provided in this prospectus and the accompanying prospectus
supplement, before you purchase any securities.
New insurance legislation in some states has increased competition, which has
reduced our fee revenues and made sales and renewals more difficult.
Beginning in 1993, legislative reforms designed to reduce the cost of
workers' compensation insurance in some important workers' compensation markets
caused competition to increase significantly. This heightened level of
competition has persisted. Increased competition has lowered the premium rates
that we may charge, which has reduced our fee revenue. Increased competition
also has made sales and renewals of our programs more difficult. Workers'
compensation reform, to the extent it reduces premiums and introduces relative
stability in the traditional workers' compensation market, may reduce the
appeal of alternative market products such as those offered by us.
If we are unable to purchase reinsurance and transfer risk to reinsurers, our
net income would be reduced or we could incur a loss.
A significant feature of our risk management programs is the utilization of
reinsurance to transfer all or a portion of risk not retained by the insured.
The availability and cost of reinsurance is subject to market conditions, which
are outside of our control. As a result, we may not be able to successfully
purchase reinsurance and transfer risk through reinsurance arrangements. 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 that cannot be reinsured.
If we were required to retain these risks and ultimately pay claims with
respect to these risks, our net income would be reduced or we could incur a
loss. In addition, we are subject to credit risk with respect to our reinsurers
because the transfer of risk to a reinsurer does not relieve us of our
liability to the insured. The failure of a reinsurer to honor its obligations
would reduce our net income or could cause us to incur a loss.
If the issuers of letters of credit and clients fail to honor their
obligations, our net income would be reduced or we could incur a loss.
Each of our clients chooses a level of risk retention, which is reinsured
either by one of our foreign reinsurance subsidiaries or by the client's
captive insurance company. This retention is generally also supported by
letters of credit. In addition, we rely extensively on letters of credit issued
or confirmed by a bank in order 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 would reduce our net income or could cause us to incur
a loss.
If tax laws prevent our IPC Program participants from deducting premiums paid
to us, we would be unable to competitively market this program.
One of our major products is the Insurance Profit Center Program, referred
to in this prospectus as the IPC Program. The IPC Program, frequently referred
to as a "rent-a-captive," was designed to provide clients some of the benefits
available through captive insurance companies without the administrative cost
and capital commitment necessary to establish and operate a captive insurance
company. The tax treatment of this program is not clear and varies
significantly with the circumstances of each IPC Program participant. However,
some participants deduct the premiums paid to us for federal income tax
purposes. A determination that a significant portion of the IPC Program
participants are not entitled to deduct the premiums paid to us without a
similar determination as to competing products would adversely affect the
marketability of the IPC Program.
5
<PAGE>
If our loss reserves are inadequate to meet our actual losses, our net income
would be reduced or we could incur a loss.
We are required to maintain reserves to cover our estimated ultimate
liability losses and loss adjustment expenses for both reported and unreported
claims incurred. These reserves are only estimates of what we think the
settlement and administration of claims will cost based on facts and
circumstances then known to us. Because of the uncertainties that surround
estimating loss reserves and loss adjustment expenses, we cannot be certain
that ultimate losses will not exceed these estimates of loss and loss
adjustment reserves. If our reserves are insufficient to cover our actual
losses and loss adjustment expenses, we would have to increase our reserves and
our net income would be reduced or we could incur a loss.
Insurance laws and regulations restrict our ability to operate.
We are subject to extensive regulation under state and foreign insurance
laws. These laws limit the amount of dividends that can be paid by our
operating subsidiaries, impose restrictions on the amount and type of
investments that they can hold, prescribe solvency standards that must be met
and maintained by them and require them to maintain reserves. These laws also
require disclosure of material transactions by MRM and require prior approval
of certain "extraordinary" transactions. These "extraordinary" transactions
include declaring dividends that exceed statutory maximums from operating
subsidiaries to MRM or purchases of an operating subsidiary's capital stock.
These laws also generally require approval of changes of control. Our failure
to comply with these laws could subject us to fines and penalties and restrict
us from conducting business. The application of these laws could affect our
liquidity and ability to pay distributions and make payments on our debt
securities and could restrict our ability to expand our business operations
through acquisitions involving our insurance subsidiaries.
Our holding company structure could prevent us from paying distributions and
making payments on our debt securities.
MRM is a holding company with no assets other than the stock of Mutual Group
and other holding companies. Mutual Group is a holding company with no assets
other than the stock of operating subsidiaries. Our ability to meet our
obligations on our securities will be dependent on the earnings and cash flows
of our subsidiaries and the ability of the subsidiaries to pay dividends or to
advance or repay funds to us. Payment of dividends and advances and repayments
from our operating subsidiaries are regulated by state and foreign insurance
laws and regulatory restrictions, including minimum solvency and liquidity
thresholds. Accordingly, our operating subsidiaries may not be able to pay
dividends or advance or repay funds to us in the future, which could prevent us
from paying distributions and making payments on our debt securities.
Our ability to generate the cash needed to pay distributions and make payments
on our debt securities depends on many factors beyond our control.
Our ability to pay distributions and make payments on our debt securities
will depend on our ability to generate cash and to secure financing in the
future. This ability is subject to general economic, financial, competitive,
regulatory and other factors beyond our control. If our business does not
generate sufficient cash flow from operations, and sufficient future borrowings
are not available to us, we may not be able to pay distributions and make
payments on our debt securities.
Our investment objectives may not be realized.
The success of our investment objectives is affected by general economic
conditions that are outside of our control. General economic conditions can
adversely affect the markets for interest-rate-sensitive securities, including
the extent and timing of investor participation in those markets, the level and
volatility of interest rates and, consequently, the value of fixed income
securities. We may not be able to realize our investment objectives, which
could reduce our net income or cause us to incur a loss.
6
<PAGE>
Our industry is highly competitive and we may not be able to compete
successfully in the future.
Our industry is highly competitive and has experienced severe price
competition over the last several years. We compete in the United States and
international markets with domestic and international insurance companies. Some
of these competitors have greater financial resources than we do, have been
operating for longer than we have and have established long-term and continuing
business relationships throughout the industry, which can be a significant
competitive advantage. In addition, we expect to face further competition in
the future. We may not be able to compete successfully in the future.
We are dependent on our key personnel.
Our success has been, and will continue to be, dependent on our ability to
retain the services of our existing key executive officers and to attract and
retain additional qualified personnel in the future. The loss of the services
of any of our key executive officers or the inability to hire and retain other
highly qualified personnel in the future could adversely affect our ability to
conduct our business.
You may not be able to recover damages from MRM and some of its directors,
officers and experts named in this prospectus if you sue them.
MRM is organized under the laws of Bermuda. Some of its directors and
officers, as well as some of the experts named in this prospectus, may reside
outside the United States. A substantial portion of the assets of MRM and its
directors and officers are or may be located in jurisdictions outside the
United States. You may not be able to effect service of process within the
United States on directors and officers of MRM and those experts who reside
outside the United States. You also may not be able to recover against them or
MRM on judgments of U.S. courts or to obtain original judgments against them or
MRM in Bermuda courts, including judgments predicated upon civil liability
provisions of the U.S. federal securities laws.
7
<PAGE>
USE OF PROCEEDS
We may sell all or a portion of the $500,000,000 of securities described in
this prospectus. Unless stated otherwise in the applicable prospectus
supplement, the net proceeds from the sale of the securities offered by each
trust will be used by the trust to purchase a series of junior subordinated
notes. Unless stated otherwise in the applicable prospectus supplement, MRM and
Mutual Group will use the net proceeds for general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
MRM for each of the periods indicated:
<TABLE>
<CAPTION>
Period Ended
September 30, Year Ended December 31,
------------- ------------------------
1999 1998 1997 1996 1995 1994
------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges....... 7.8 9.6 8.4 7.1 13.9 23.1
</TABLE>
ACCOUNTING TREATMENT
Each trust will be treated as a wholly-owned subsidiary of MRM for financial
reporting purposes. Accordingly, each trust's financial statements will be
included in the consolidated financial statements of MRM. The preferred
securities of each trust will be presented as a separate line item in the
consolidated statements of financial condition of MRM under the caption
"Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary
Trust Holding Solely Junior Subordinated Notes of the Company" and appropriate
disclosures about the preferred securities will be included in the notes to the
consolidated financial statements. Specifically, MRM will record distributions
payable on the preferred securities as a component of interest expense in the
consolidated statements of operations of MRM, include in a footnote to its
financial statements disclosure that the sole assets of each trust are the
junior subordinated notes and specify the principal amount, interest rate and
maturity date of the junior subordinated notes held.
The Financial Accounting Standards Board is in the process of drafting a
proposed exposure draft on liabilities and equity. The proposed exposure draft,
if issued, could alter the accounting treatment described above by requiring
the preferred securities of each trust to be classified as debt.
8
<PAGE>
DESCRIPTION OF THE MRM SENIOR NOTES
The senior notes will be issued pursuant to a senior indenture, as
supplemented from time to time, between MRM and Chase Manhattan Trust Company,
N.A., as the senior indenture trustee. We have filed the base senior indenture
as an exhibit to the registration statement of which this prospectus is a part.
You also may request a copy of the senior indenture from the senior indenture
trustee at its corporate trust office in Philadelphia, Pennsylvania. The senior
indenture will be qualified under the Trust Indenture Act of 1939. The terms of
each series of senior notes will include those stated in the senior indenture
for that series and those made part of the senior indenture by reference to the
Trust Indenture Act.
MRM may issue series of senior notes from time to time by entering into
supplemental indentures with the senior indenture trustee or pursuant to
resolutions of its board of directors or a duly authorized committee of its
board. Any supplemental indenture or resolutions of either the board of
directors or a duly authorized committee of the board will be executed at the
time MRM issues any senior notes and will be filed with the SEC on Form 8-K or
by a post-effective amendment to the registration statement of which this
prospectus is a part.
General
The base senior indenture does not limit the aggregate principal amount of
senior notes that MRM may issue. The senior notes of a series need not be
issued at the same time, bear interest at the same rate or mature on the same
date.
The prospectus supplement and the supplemental indenture or resolutions for
a particular series of senior notes will set forth the following terms of that
series:
. the title of the series;
. any limit on the aggregate principal amount of the senior notes of the
series;
. the date or dates on which the principal of any of the senior notes of
the series will be payable or the method for determining the date or
dates;
. whether MRM may shorten or extend the date on which the principal of any
senior notes of the series is payable and, if so, the terms and
conditions of any extension;
. the rate or rates at which any of the senior notes of the series will
bear interest, if any, or the method for determining the rate or rates,
and the date or dates from which any interest will accrue;
. the interest payment dates on which any interest will be payable and the
regular record date, if any, for any interest payable on any interest
payment date;
. whether the senior notes will be secured or unsecured;
. the place or places where payments on any of the senior notes of the
series will be payable, if other than the principal corporate trust
office of the senior indenture trustee;
. MRM's obligation, if any, to redeem or purchase the senior notes of the
series pursuant to any sinking fund, amortization or analogous provision
and the terms and conditions on which any of the senior notes may be
redeemed or purchased pursuant to any obligation;
. the terms and conditions, if any, on which the senior notes of the series
may be redeemed at MRM's option or at the option of the holder;
. any index or formula for determining the amount of principal or any
premium or interest on any of the senior notes of the series and the
manner of determining those amounts;
. the currency, currencies or currency units in which payments on any of
the senior notes of the series will be payable, if other than U.S.
dollars, and the manner of determining the equivalent of those amounts in
U.S. dollars for any purpose;
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. if the payments on the senior notes of the series is payable, at MRM's
option or the option of the holder of the senior notes, in one or more
currencies or currency units other than those in which the senior notes
are stated to be payable, the currency, currencies or currency units in
which the payments on the senior notes may be payable and the terms and
conditions of the option;
. the portion of the principal amount of any of the senior notes of the
series that will be payable upon declaration of acceleration of maturity,
if other than the entire principal amount;
. whether any of the terms of the senior indenture described below under
"--Defeasance and Covenant Defeasance" will not apply to any of the
senior notes of the series;
. whether any of the senior notes of the series will be issuable as global
securities and, if so, the depositary and any provisions for the transfer
or exchange of any such global securities, if different from those
described below under "--Global Securities";
. any addition to, deletion from or change in events of default or
covenants with respect to any of the senior notes of the series and any
change in the right of the senior indenture trustee or the holders of the
senior notes to accelerate the maturity of the senior notes; and
. any other terms of the senior notes of the series.
Unless the applicable prospectus supplement states otherwise, MRM will issue
the senior notes only in fully registered form, without coupons, and there will
be no service charge for any registration of transfer or exchange of the senior
notes. MRM may, however, require payment to cover any tax or other governmental
charge payable in connection with the registration of transfer or exchange.
MRM may offer and sell the senior notes at a substantial discount below
their principal amount and the senior indenture does not provide any limit on
the amount by which MRM may discount the senior notes. The applicable
prospectus supplement will describe the special United States federal income
tax and other considerations, if any, applicable to any discounted senior
notes. In addition, the applicable prospectus supplement may describe certain
special United States federal income tax or other considerations, if any,
applicable to any senior notes that are denominated in a currency or currency
unit other than U.S. dollars.
Ranking
Unless the applicable prospectus supplement provides otherwise, the senior
notes will be unsecured indebtedness of MRM. The senior notes will be equal in
right of payment with any other senior indebtedness of MRM and senior in right
of payment to any subordinated indebtedness of MRM. The senior notes will be
effectively subordinated to any secured indebtedness of MRM to the extent of
the value of the assets securing the secured indebtedness. As a result, in the
event of MRM's bankruptcy, liquidation or reorganization or upon acceleration
of the senior notes due to an event of default, MRM's assets will be available
to pay its obligations on the senior notes only after all secured indebtedness
has been paid in full in cash or other payment satisfactory to the holders of
the secured indebtedness has been made. There may not be sufficient assets
remaining to pay amounts due on any or all of the senior notes then
outstanding. The senior notes will also effectively be subordinated to the
indebtedness and other liabilities of MRM's subsidiaries. The senior indenture
does not prohibit or limit the incurrence of secured or senior indebtedness or
the incurrence of other indebtedness and liabilities by MRM or its subsidiaries
other than as described below. The incurrence of additional senior indebtedness
and other liabilities by MRM or its subsidiaries could adversely affect MRM's
ability to pay the obligations on the senior notes.
Additional Amounts
MRM will make all payments on the senior notes of any series without
withholding or deduction for any taxes, fees, duties, assessments or
governmental charges imposed or levied by Bermuda or any other jurisdiction in
which MRM or any successor is organized or resident for tax purposes or any
political subdivision or taxing authority of Bermuda or any of those other
jurisdictions. If any withholding or deduction
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is required by law, MRM will pay to the holder of the senior notes additional
amounts as may be necessary so that every net payment made to the holder after
the withholding or deduction will not be less than the amount provided for in
the applicable senior note and the senior indenture. MRM will not be required
to pay any additional amounts as a result of:
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the senior note was a resident or national of or had
other specified connections with the relevant taxing authority;
. the imposition of any tax, fee duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the senior note presented the senior note for payment
more than 30 days after it was due and payable;
. any estate, inheritance, gift, sale or other similar tax, assessment or
governmental charge; or
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the senior note failed to comply, within 90 days,
with any reasonable request by MRM addressed to the holder or beneficial
owner relating to the provision of information required by the taxing
jurisdiction as a precondition to exemption from all or part of the tax,
fee, duty, assessment or governmental charge.
Global Securities
Some or all of the senior notes of a series may be represented in whole or
in part by one or more global securities deposited with or on behalf of one or
more depositaries. The applicable prospectus supplement will describe the terms
of any depositary arrangement. Unless the applicable prospectus supplement
states otherwise, the following provisions will apply to all depositary
arrangements for any senior notes represented by global securities.
Senior notes represented by a global security deposited with or on behalf of
a depositary will be registered in the name of that depositary or its nominee.
Upon the issuance of a global security in registered form, the depositary for
the global security will credit, on its book-entry registration and transfer
system, the respective principal amounts of the senior notes represented by the
global security to the accounts of institutions that have accounts with the
depositary or its nominee. These institutions are generally brokers, dealers,
banks and other financial institutions and are often referred to as
participants. The accounts to be credited will be designated by the
underwriters or agents of the senior notes or by MRM if the senior notes are
offered and sold directly by MRM. Ownership of beneficial interests in the
global securities will be limited to participants or persons that may hold
interests through participants. Any person who holds a brokerage account with a
participant may purchase the senior notes through the participant. Ownership of
beneficial interests by participants in the global securities will be shown on,
and the transfer of any ownership interest will be effected only through,
records maintained by the depositary or its nominee for the global security.
Ownership of beneficial interests in global securities by persons that hold
through participants will be effected only through records maintained by the
applicable participant. Some insurance companies and other institutions are
required by law to hold their investment securities in definitive form, so an
investor may not be able to sell its senior notes to those entities.
So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the senior notes
represented by the global security for all purposes under the senior indenture.
Except as set forth below, owners of beneficial interests in the global
security will not be entitled to have the senior notes represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of the senior notes in definitive form and will not
be considered the owners or holders of the senior notes under the senior
indenture.
Payments on senior notes registered in the name of or held by a depositary
or its nominee will be made in immediately available funds to the depositary or
its nominee, as the case may be, as the registered owner or the
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holder of the global security representing the senior notes. None of MRM, the
senior indenture trustee, any paying agent or the registrar and transfer agent
for the senior notes will have any responsibility or liability for any aspect
of the records relating to, or payments made on account of, beneficial
ownership interests in a global security for the senior notes or for
maintaining, supervising or reviewing any records relating to the beneficial
ownership interests.
We expect that a depositary for the senior notes of a series, upon receipt
of any payments in respect of a global security, will immediately credit
participants' accounts with payment in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
as shown on the records of the depositary. We also expect that payments by
participants to owners of beneficial interests in the global security held
through the participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
each participant.
So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or its nominee, as the
case may be, will be entitled to direct the actions of the senior indenture
trustee upon an event of default. However, we expect that a depositary for the
senior notes of a series, upon receiving notice of an event of default, will
immediately solicit the participants regarding any action to be taken. We also
expect that the participants will act in accordance with standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers registered in "street name," and will, in turn, solicit
the owners of the beneficial interests regarding any action to be taken upon
any event of default.
A global security may not be transferred, in whole or in part, except by the
depositary for the global security to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the
depositary or by the depositary or any nominee to a successor depositary or a
nominee of the successor depositary. If a depositary for the senior notes of a
series is at any time unwilling or unable to continue as depositary and a
successor depositary is not appointed by MRM within 90 days or if at any time
the depositary ceases to be a clearing agency registered under the Exchange Act
when the depositary is required to be registered to act as the depositary and
no successor is appointed by MRM within 90 days or if an event of default has
occurred and is continuing, then MRM will issue the senior notes in definitive
registered form in exchange for the global security or global securities
representing the senior notes. In addition, MRM may, at any time, determine not
to have any senior notes represented by one or more global securities and, in
that event, will issue the senior notes in definitive registered form in
exchange for the global securities representing the senior notes. In any of
these instances, an owner of a beneficial interest in a global security will be
entitled to physical delivery in definitive form of the senior notes
represented by the global security equal in principal amount to its beneficial
interest and to have the senior notes registered in its name.
Covenants in the Senior Indenture
MRM will not sell, transfer or otherwise dispose of any shares of capital
stock of a significant subsidiary, and MRM will not permit any significant
subsidiary to sell, transfer or otherwise dispose of any shares of capital
stock of any other significant subsidiary, unless the entire capital stock of
the significant subsidiary at the time owned by MRM and its significant
subsidiaries is disposed of at the same time for consideration consisting of
cash or other property, which, in the opinion of MRM's board of directors
determined in good faith, is at least equal to the fair market value of the
significant subsidiary and the transaction is in compliance with the merger
provisions described below.
MRM will not, and will not permit any significant subsidiary at any time
directly or indirectly to, create, assume, incur or otherwise permit to exist
any indebtedness secured by a pledge, lien or other encumbrance on any shares
of the capital stock of any significant subsidiary, other than existing
indebtedness that is so secured and any renewals, extensions or refundings of
that indebtedness, without making effective provision whereby
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the senior notes then outstanding, and, if MRM elects, any other indebtedness
ranking equally with the senior notes, will be secured equally and ratably with
or prior to that other indebtedness so long as that other indebtedness is
secured.
"Significant subsidiary" means any subsidiary of MRM, the assets of which
constitute at least 10% of MRM's consolidated total assets or the income before
income taxes and minority interest of which accounts for at least 10% of MRM's
consolidated income before income taxes and minority interest.
Events of Default
The following will be events of default under the senior indenture with
respect to the senior notes of any series unless the particular event of
default is not applicable to the particular series or is modified or deleted in
a supplemental indenture as stated in the applicable prospectus supplement:
. MRM fails to pay principal of or any premium on any senior note of that
series, or any additional amounts related to principal or premium, on its
due date;
. MRM fails to pay any interest on any senior note of that series, or any
additional amounts related to interest, within 30 days from its due date;
. MRM fails to make any sinking fund payment on its due date;
. MRM fails to perform any of its covenants in the senior indenture,
excluding a covenant not applicable to the affected series, for 30 days
after the senior indenture trustee or the holders of at least 25% in
principal amount of the outstanding senior notes of that series give MRM
written notice of the default and require that MRM remedy the breach.
However, the 30-day period may be extended by either the senior indenture
trustee or the senior indenture trustee and the holders of at least the
same principal amount of the outstanding senior notes of that series that
had given notice of the default;
. MRM defaults under any (1) indebtedness for any money borrowed, including
any other series of debt securities, (2) mortgage, indenture or other
instrument under which there may be issued or may be secured or evidenced
any indebtedness for money borrowed or (3) guarantee of payment for money
borrowed, and any default consists of a payment default at the stated
maturity of the indebtedness, after giving effect to any applicable grace
period, or results in the indebtedness becoming due or being declared due
prior to its stated maturity; provided, that a default shall exist under
this clause only if the aggregate principal amount outstanding under all
of the indebtedness that is so in default or that has become due or been
declared due prior to its stated maturity, as the case may be, exceeds
$40,000,000 and the default has not been cured, the accelerated
indebtedness has not been discharged or the acceleration of the
indebtedness has not been rescinded or annulled, in each case, within 10
days after the senior indenture trustee or the holders of at least 25% in
principal amount of the senior notes give MRM written notice of the
default and require that MRM remedy the breach;
. MRM fails within 60 days to pay, bond or otherwise discharge any
uninsured judgment or court order for the payment of money in excess of
$40,000,000, which is not stayed on appeal or is not otherwise being
appropriately contested in good faith;
. MRM files for bankruptcy or other events of bankruptcy, insolvency or
reorganization occur; or
. any other event of default specified in the applicable prospectus
supplement occurs.
If MRM files for bankruptcy or other events of bankruptcy, insolvency or
reorganization occur, all unpaid principal and accrued interest, premium and
additional amounts on the senior notes will automatically be immediately due
and payable. If any other event of default with respect to the senior notes of
a series occurs and is continuing, then the senior indenture trustee or the
holders of not less than 25% in principal amount of the outstanding senior
notes of that series may, by notice to MRM and to the senior indenture trustee
if given by the holders, declare to be immediately due and payable all unpaid
principal and accrued interest, premium and additional amounts on all senior
notes of that series. At any time after a declaration of acceleration has been
made with respect to the senior notes of a series and before a judgment or
decree for payment of the
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money due has been obtained, the holders of a majority in principal amount of
the outstanding senior notes may rescind any declaration of acceleration with
respect to the senior notes and its consequences if:
. MRM deposits with the senior indenture trustee funds sufficient to pay
all overdue principal of and any premium, interest and additional amounts
due on the senior notes, any amounts due to the senior note trustee and,
to the extent that payment of the interest is lawful, interest on the
overdue interest and additional amounts; and
. all existing events of default with respect to the senior notes have been
cured or waived except non-payment of principal on the senior notes that
has become due solely because of the acceleration.
The holders of a majority in principal amount of the outstanding senior
notes of any series have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the senior indenture
trustee or to direct the exercise of any trust or power conferred on the senior
indenture trustee with respect to the senior notes of that series.
No holder of a senior note of any series will have any right to institute a
proceeding with respect to the senior indenture for the appointment of a
receiver or for any remedy under the senior indenture unless:
. that holder has previously given the senior indenture trustee written
notice that an event of default with respect to the senior notes of that
series has occurred and is continuing;
. the holders of a majority in principal amount of the outstanding senior
notes of that series have made written request to institute the
proceeding;
. the holder or holders have offered reasonable indemnity to the senior
indenture trustee;
. the senior indenture trustee has failed to institute the proceeding for
60 days after receipt of the notice and offer of indemnity; and
. the senior indenture trustee has not received from the holders of a
majority in principal amount of the outstanding senior notes of that
series a direction inconsistent with the written request.
Notwithstanding the foregoing, the holder of any senior note will have an
absolute and unconditional right to receive payment of the principal of and any
premium, interest and additional amounts on that senior note on its maturity
date, or, in the case of redemption, the date of redemption, and to institute
suit for the enforcement of any payment.
Notice of Default
If an event occurs which is or would become an event of default with respect
to any series of the senior notes, and the senior indenture trustee knows of
the event, the senior indenture trustee shall mail to the holders of the
affected senior notes a notice of the default within 90 days, unless the
default has been cured or waived by the holders of the affected senior notes.
However, except in the case of a default in the payment of any amounts due on
senior notes of any series, the senior indenture trustee may withhold the
notice if and so long as the directors and/or responsible officers of the
senior indenture trustee determine in good faith that withholding the notice is
in the interest of the holders of the affected senior notes.
MRM is required to furnish annually to the senior indenture trustee an
officers' certificate to the effect that, to the best knowledge of the officers
providing the certificate, MRM is not in default under the senior indenture or,
if there has been a default, specifying the default and its status.
Consolidation, Merger, Conveyance or Transfer
The senior indenture provides that MRM may consolidate or merge with or into
another entity, or convey, transfer or lease its properties and assets
substantially as an entirety to any entity or permit an entity to convey,
transfer or lease its properties and assets substantially as an entirety to it;
provided, that:
. the successor, if any, is a corporation existing under the laws of the
United States of America, any State of the United States, the District of
Columbia or Bermuda and expressly assumes by supplemental indenture all
of MRM's obligations under the senior indenture and the senior notes;
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. immediately after giving effect to the transaction, no event of default,
or event which after notice or lapse of time or both would become an
event of default, will have occurred and be continuing; and
. MRM delivers an officers' certificate and an opinion of counsel to the
senior indenture trustee, each stating that the transaction complies with
the senior indenture and all conditions precedent in the senior indenture
relating to the consolidation, merger, conveyance or transfer have been
complied with.
Upon the assumption by the successor of MRM's obligations under the senior
indenture and the senior notes, the successor will succeed to and be
substituted for MRM under the senior indenture, and MRM will be relieved of all
of its obligations under the senior indenture and the senior notes, except as
otherwise specified in the applicable prospectus supplement.
Registration and Transfer
If the senior notes of a series are to be redeemed, MRM will not be required
to:
. issue, register the transfer of or exchange any senior notes of that
series during the 15 days immediately preceding the date notice is mailed
identifying the senior notes that are called for redemption; or
. register the transfer of or exchange any senior note selected for
redemption, in whole or in part, except for the unredeemed portion of a
senior note being redeemed in part.
Denominations
The senior notes will be issuable in denominations of $1,000 and any
integral multiples of $1,000, without coupons, unless the applicable prospectus
supplement states otherwise.
Payment and Paying Agent
Principal of the senior notes will be paid only against surrender of the
senior notes as specified in the senior indenture. Unless the applicable
prospectus supplement states otherwise, interest on the senior notes will be
payable, at MRM's option, (1) by check mailed to the address of the person
entitled to the interest as the address appears in the security register for
the senior notes or (2) by wire transfer to an account at a banking institution
in the United States that the person entitled to the interest designates in
writing to the senior indenture trustee at least 16 days prior to the date of
payment.
Unless the applicable prospectus supplement states otherwise, the senior
indenture trustee will act as paying agent for the senior notes, and the
principal corporate trust office of the senior indenture trustee will serve as
the office through which the paying agent acts. MRM may designate additional
paying agents, rescind the designation of any paying agents and/or approve a
change in the office through which any paying agent acts.
All moneys that MRM has paid to a paying agent for payment of principal of
or interest on the senior notes that remain unclaimed at the end of two years
after the principal or interest has become due and payable will be repaid to
MRM at its request. Holders will thereafter look only to MRM for any payments.
Modification of the Senior Indenture
MRM and the senior indenture trustee may amend or modify the senior
indenture with the consent of the holders of at least a majority in aggregate
principal amount of the outstanding senior notes of each series of the senior
notes affected by the amendment or modification voting as a class. No amendment
or modification may, however, without the consent of the holder of each
outstanding senior note affected by the amendment or modification:
. change the stated maturity of the principal of, or any installment of
principal of or premium, interest or additional amounts on, any senior
note;
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. reduce the amount due and payable upon acceleration of the maturity of
the senior note;
. reduce the principal amount of, the rate of interest on or any premium
payable upon the redemption of any senior note, modify the calculation of
the rate of interest or change the date on which any senior note may be
redeemed;
. change MRM's obligations to pay any additional amounts;
. change the place of payment or currency of any payment on any senior
note;
. impair the right to institute suit for the enforcement of any payment on
any senior note on or after the stated maturity of the payment or date of
redemption;
. reduce the percentage in principal amount of the senior notes of any
series, the consent of whose holders is required to amend or modify the
senior indenture, to waive compliance with specific provisions of the
senior indenture or to waive specific defaults; or
. modify any of the above provisions.
In addition, MRM and the senior indenture trustee may, without the consent
of any of the holders of the senior notes, execute supplemental indentures to:
. create new series of senior notes;
. cure any ambiguity, correct or supplement any provision which may be
inconsistent with any other provision or make provisions not inconsistent
with any other provisions with respect to matters or questions arising
under the applicable senior indenture, in each case to the extent that
the amendment does not adversely affect the interests of any holder of
the senior notes in any material respect; and
. make other changes that do not adversely affect the interests of the
holders of the senior notes in any material respect;
as well as for various other purposes.
Waiver of Covenants and Defaults
The holders of a majority in aggregate principal amount of the outstanding
senior notes of any series may waive, for that series, MRM's compliance with
any restrictive covenants described in this prospectus or in any prospectus
supplement or included in any supplemental indenture. The holders of a majority
in aggregate principal amount of the outstanding senior notes of any series
with respect to which a default has occurred and is continuing may waive that
default for that series, other than a default in any payment on any senior note
of that series or a default with respect to a covenant or provision that cannot
be amended or modified without the consent of the holder of each outstanding
senior note affected.
Defeasance and Covenant Defeasance
The senior indenture provides, unless the terms of the particular series of
senior notes provides otherwise, that MRM may be:
. discharged from its obligations with respect to any senior notes or
series of senior notes, which we refer to as "defeasance;" and/or
. released from its obligations under any restrictive covenants described
in any prospectus supplement or included in any supplemental indenture
with respect to any senior notes or series of senior notes, which we
refer to as "covenant defeasance."
The senior indenture permits defeasance with respect to any senior notes of
a series even if a prior covenant defeasance has occurred with respect to the
senior notes of that series. Following a defeasance, payment of the senior
notes defeased may not be accelerated because of an event of default. Following
a covenant defeasance, payment of the senior notes may not be accelerated by
reference to the covenants affected
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by the covenant defeasance. However, if an acceleration were to occur, the
realizable value at the acceleration date of the money and government
obligations in the defeasance trust could be less than the amounts then due on
the senior notes, since the required deposit in the defeasance trust would be
based upon scheduled cash flows rather than market value, which would vary
depending upon interest rates and other factors.
Upon a defeasance, the following rights and obligations will continue: (1)
the rights of the holders of the senior notes of any series to receive from the
defeasance trust any amounts due on the senior notes when payments are due; (2)
MRM's obligations regarding the registration, transfer and exchange of the
senior notes of any series; (3) MRM's obligation to maintain an office or
agency in each place of payment; and (4) the survival of the senior indenture
trustee's rights, powers, trusts, duties and immunities under the senior
indenture.
In connection with any defeasance or covenant defeasance, MRM must
irrevocably deposit with the senior indenture trustee, in trust, money and/or
government obligations which, through the scheduled payment of principal and
interest on those obligations, would provide sufficient moneys to pay all
amounts due on the senior notes on the maturity dates or upon redemption. MRM
must also deliver to the trustee an opinion of counsel to the effect that the
holders of the senior notes will not recognize income, gain or loss for United
States federal income tax purposes as a result of the defeasance or covenant
defeasance and will be subject to United States federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if the defeasance or covenant defeasance had not occurred, and the opinion of
counsel, in the case of defeasance, must refer to and be based upon a letter
ruling of the Internal Revenue Service received by MRM, a Revenue Ruling
published by the Internal Revenue Service or a change in applicable United
States federal income tax law occurring after the date of the senior indenture.
Information Concerning the Senior Indenture Trustee
If an event of default shall occur and be continuing, the senior indenture
trustee shall exercise its rights and powers under the senior indenture in the
same manner and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the same circumstances in the
conduct of his or her own affairs. Before proceeding to exercise any right or
power under the senior indenture at the direction of the holders, the senior
indenture trustee will be entitled to receive from the holders reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in complying with any direction of the holders.
Chase Manhattan Trust Company, N.A., which is the senior indenture trustee,
also serves as the subordinated note trustee under each subordinated indenture
described below and as property trustee and guarantee trustee with respect to
the preferred securities issued by each trust. Chase Manhattan Bank Delaware,
an affiliate of Chase Manhattan Trust Company, N.A., serves as the Delaware
trustee for each trust.
Governing Law
The senior indenture and the senior notes will be governed by the laws of
the State of New York, without regard to the conflict of law provisions
thereof.
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DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES AND THE MRM NOTE GUARANTEES
The junior subordinated notes of MRM will be issued pursuant to a
subordinated indenture, as supplemented from time to time, between MRM and
Chase Manhattan Trust Company, N.A., as the subordinated indenture trustee. The
junior subordinated notes of Mutual Group will be issued pursuant to a
subordinated indenture, as supplemented from time to time, among Mutual Group,
MRM, as guarantor, and Chase Manhattan Trust Company, N.A., as subordinated
indenture trustee. We have filed the base subordinated indentures as exhibits
to the registration statement of which this prospectus is a part. You also may
request a copy of the subordinated indentures from the subordinated indenture
trustee at its corporate trust office in Philadelphia, Pennsylvania. Each
subordinated indenture will be qualified under the Trust Indenture Act of 1939.
The terms of each series of junior subordinated notes will include those stated
in the applicable subordinated indenture and those made part of the applicable
subordinated indenture by reference to the Trust Indenture Act.
MRM and Mutual Group, each referred to as the issuing company, may each
issue series of junior subordinated notes from time to time by entering into
supplemental indentures with the subordinated indenture trustee or pursuant to
resolutions of its board of directors or a duly authorized committee of its
board. Any supplemental indenture or resolutions of either its board of
directors or a duly authorized committee of its board will be executed at the
time the issuing company issues any junior subordinated notes and will be filed
with the SEC on Form 8-K or by a post-effective amendment to the registration
statement of which this prospectus is a part.
General
The base subordinated indentures do not limit the aggregate principal amount
of junior subordinated notes that the issuing company may issue. The junior
subordinated notes of a series need not be issued at the same time, bear
interest at the same rate or mature on the same date.
The issuing company will issue the junior subordinated notes under the
applicable subordinated indenture as one or more series of unsecured junior
debt securities. The junior subordinated notes will be unsecured and
subordinated in right of payment to all of the issuing company's existing and
future senior indebtedness and will rank equal in priority with all of the
issuing company's other unsecured and subordinated indebtedness.
The applicable prospectus supplement and the applicable supplemental
indenture for a particular series of junior subordinated notes will set forth
the following terms of that series:
. the title of the series;
. any limit on the aggregate principal amount of the junior subordinated
notes of the series;
. the date or dates on which the principal of the junior subordinated notes
of the series will be payable or the method for determining the date or
dates;
. whether the issuing company may shorten or extend the date on which the
principal of any junior subordinated notes of the series is payable and,
if so, the terms and conditions of any extension;
. the rate or rates at which the junior subordinated notes of the series
will bear interest, if any, or the method for determining the rate or
rates, and the date or dates from which any interest will accrue;
. the interest payment dates on which any interest will be payable and the
regular record date, if any, for any interest payable on any interest
payment date;
. whether any of the terms of the applicable subordinated indenture
described below under "--Option to Extend Interest Payment Date" will not
apply to the junior subordinated notes of the series;
. the place or places where payments on the junior subordinated notes of
the series will be payable, if other than the principal corporate trust
office of the subordinated indenture trustee;
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. the issuing company's obligation, if any, to redeem or purchase the
junior subordinated notes of the series pursuant to any sinking fund,
amortization or analogous provision and the terms and conditions on which
the junior subordinated notes may be redeemed or purchased pursuant to
any obligation;
. the terms and conditions, if any, on which the junior subordinated notes
of the series may be redeemed at the issuing company's option or at the
option of the holder;
. any index or formula for determining the amount of principal or any
premium or interest on the junior subordinated notes of the series and
the manner of determining those amounts;
. the currency, currencies or currency units in which payments on the
junior subordinated notes of the series will be payable, if other than
U.S. dollars, and the manner of determining the equivalent of those
amounts in U.S. dollars for any purpose;
. if the payments on the junior subordinated notes of the series is payable
at the issuing company's option or the option of the holders of the
junior subordinated notes, in one or more currencies or currency units
other than those in which the junior subordinated notes are stated to be
payable, the currency, currencies or currency units in which the payments
on the junior subordinated notes may be payable and the terms and
conditions of the option;
. the portion of the principal amount of the junior subordinated notes of
the series that will be payable upon declaration of acceleration of
maturity, if other than the entire principal amount;
. whether any of the terms of the applicable subordinated indenture
described below under "--Defeasance and Covenant Defeasance" will not
apply to the junior subordinated notes of the series;
. whether any of the junior subordinated notes of the series will be
issuable as global securities and, if so, the depositary and any
provisions for the transfer or exchange of the global securities, if
different from those described below under "--Global Securities";
. any addition to, deletion from or change in events of default or
covenants with respect to the junior subordinated notes of the series and
any change in the right of the subordinated indenture trustee or the
holders of the junior subordinated notes to accelerate the maturity of
the junior subordinated notes; and
. any other terms of the junior subordinated notes of the series.
Unless the applicable prospectus supplement states otherwise, the issuing
company will issue the junior subordinated notes only in fully registered form,
without coupons, and there will be no service charge for any registration of
transfer or exchange of the junior subordinated notes. The issuing company may,
however, require payment to cover any tax or other governmental charge payable
in connection with the registration of transfer or exchange.
The interest rate and interest and other payment dates of each series of
junior subordinated notes issued to a trust will correspond to those of the
applicable preferred securities of the trust.
MRM Note Guarantee
Unless provided otherwise in a prospectus supplement, MRM will fully and
unconditionally guarantee all payments with respect to each series of junior
subordinated notes issued by Mutual Group. Unless provided otherwise in a
prospectus supplement, each MRM note guarantee will be unsecured indebtedness
of MRM and will be subordinated in right of payment to all MRM's existing and
future senior indebtedness. Each MRM note guarantee will be effectively
subordinated to any secured indebtedness of MRM to the extent of the value of
the assets securing the secured indebtedness. Each MRM note guarantee will also
rank equally with any other MRM note guarantee of any series of junior
subordinated notes issued by Mutual Group. As a result, in the event of MRM's
bankruptcy, liquidation or reorganization or upon acceleration of any series of
junior subordinated notes due to an event of default, MRM's assets will be
available to pay MRM's obligations on an MRM note guarantee only after all
secured and senior indebtedness of MRM has been paid in full in cash or other
payment satisfactory to the holders of the secured and senior indebtedness of
MRM has been made.
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There may not be sufficient assets remaining to pay amounts due on any or all
of the MRM note guarantees. Each MRM note guarantee will also be effectively
subordinated to the indebtedness and other liabilities of MRM's subsidiaries.
Each MRM note guarantee does not prohibit or limit the incurrence of secured or
senior indebtedness or the incurrence of other indebtedness and liabilities by
MRM or its subsidiaries. The incurrence of additional secured and senior
indebtedness and other liabilities by MRM or its subsidiaries could adversely
affect MRM's ability to pay its obligations on an MRM note guarantee.
Each MRM note guarantee will constitute a guarantee of payment and not of
collection. This means that the holder of the guaranteed security may sue MRM
to enforce its rights under the MRM note guarantee without first suing any
other person or entity.
Additional Amounts
MRM will make all payments on any series of junior subordinated notes issued
by MRM and all payments under each MRM note guarantee without withholding or
deduction for any taxes, fees, duties, assessments or governmental charges
imposed or levied by Bermuda or any other jurisdiction in which MRM or any
successor is organized or resident for tax purposes or any political
subdivision or taxing authority of Bermuda or any of those other jurisdictions.
If any withholding or deduction is required by law, MRM will pay to the holder
of the junior subordinated notes additional amounts as may be necessary so that
every net payment made to the holder after the withholding or deduction will
not be less than the amount provided for in the applicable junior subordinated
note and the applicable subordinated indenture. MRM will not be required to pay
any additional amounts as a result of:
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the junior subordinated note, other than a trust, was
a resident or national of or had other specified connections with the
relevant taxing authority;
. the imposition of any tax, fee duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the junior subordinated note, other than a trust,
presented the junior subordinated note for payment more than 30 days
after it was due and payable;
. any estate, inheritance, gift, sale or other similar tax, assessment or
governmental charge; or
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the junior subordinated note, other than a trust,
failed to comply, within 90 days, with any reasonable request by MRM
addressed to the holder or beneficial owner relating to the provision of
information required by the taxing jurisdiction as a precondition to
exemption from all or part of the tax, fee, duty, assessment or
governmental charge.
Subordination
Each series of the junior subordinated notes will be unsecured indebtedness
of the issuing company and will be subordinated in right of payment to all of
the issuing company's existing and future senior indebtedness. The junior
subordinated notes will be effectively subordinated to any secured indebtedness
of the issuing company to the extent of the value of the assets securing the
secured indebtedness. As a result, in the event of the issuing company's
bankruptcy, liquidation or reorganization or upon acceleration of the junior
subordinated notes due to an event of default, the issuing company's assets
will be available to pay its obligations on the junior subordinated notes only
after all senior indebtedness has been paid in full in cash or other payment
satisfactory to the holders of the senior indebtedness has been made. In
addition, any assets securing secured indebtedness will be available to pay the
issuing company's obligations under the junior subordinated notes only after
all secured indebtedness has been paid in full in cash or other payment
satisfactory to the holders of the secured indebtedness has been made. There
may not be sufficient assets remaining to pay amounts due on any or all of the
junior subordinated notes then outstanding. The junior subordinated notes will
also be effectively subordinated to the indebtedness and other liabilities of
the issuing company's subsidiaries.
No payment with respect to the junior subordinated notes of any series may
be made if any senior indebtedness of the issuing company is not paid when due
and any applicable grace period with respect to the
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default has ended and the default has not been cured or waived or ceased to
exist. If the maturity of any senior indebtedness has been accelerated because
of a default, payments on the junior subordinated notes may not be made until
the accelerated indebtedness has been paid in full or the acceleration
rescinded.
Except as otherwise provided in the applicable prospectus supplement, the
subordinated indentures do not prohibit or limit the incurrence of secured or
senior indebtedness or the incurrence of other indebtedness and liabilities by
the issuing company or its subsidiaries. The incurrence of additional secured
and senior indebtedness and other liabilities by the issuing company or its
subsidiaries could adversely affect the issuing company's ability to pay its
obligations on the junior subordinated notes.
The term "senior indebtedness" is defined in each subordinated indenture to
mean, with respect to any issuing company of junior subordinated notes, the
principal of, and any premium and interest on and any other payment in respect
of, indebtedness due pursuant to any of the following, whether outstanding at
the date of execution of each subordinated indenture or incurred after the date
of execution:
. all indebtedness of the applicable issuing company for money borrowed or
evidenced by notes, debentures, bonds or other instruments, except for
indebtedness of the issuing company to an affiliate;
. all indebtedness of others of the kinds described in the preceding clause
assumed by or guaranteed in any manner by the applicable issuing company;
and
. all renewals, extensions or refundings of indebtedness of the kinds
described in either of the preceding clauses;
unless the instrument creating or evidencing the same or pursuant to which the
same is outstanding provides that the indebtedness, renewal, extension or
refunding is not superior in right of payment to or is equal in right of
payment with or subordinated to each series of the junior subordinated notes.
Any senior indebtedness will continue to be senior indebtedness and be entitled
to the benefits of the subordination provisions in each subordinated indenture
irrespective of any amendment, modification or waiver of any term of the senior
indebtedness.
Global Securities
Some or all of the junior subordinated notes of a series may be represented
in whole or in part by one or more global securities deposited with or on
behalf of one or more depositaries. The applicable prospectus supplement will
describe the terms of any depositary arrangement. Unless the applicable
prospectus supplement states otherwise, the following provisions will apply to
all depositary arrangements for any junior subordinated notes represented by
global securities.
Each series of the junior subordinated notes that are to be represented by a
global security deposited with or on behalf of a depositary will be represented
by a global security registered in the name of that depositary or its nominee.
Upon the issuance of a global security in registered form, the depositary for
the global security will credit, on its book-entry registration and transfer
system, the respective principal amount of the applicable junior subordinated
notes represented by the global security to the accounts of institutions that
have accounts with the depositary or its nominee. These institutions are
generally brokers, dealers, banks and other financial institutions, and are
referred to as participants. The accounts to be credited will be designated by
the underwriters or agents of the applicable junior subordinated notes or by
the issuing company if the applicable junior subordinated notes are offered and
sold directly by the issuing company. Ownership of beneficial interests in the
global securities will be limited to participants or persons that may hold
interests through participants. Any person who holds a brokerage account with a
participant may purchase the junior subordinated notes through the participant.
Ownership of beneficial interests by participants in the global securities will
be shown on, and the transfer of any ownership interest will be effected only
through, records maintained by the depositary or its nominee for the global
security. Ownership of beneficial interests in global securities by persons
that hold through participants will be effected only through records maintained
by the applicable participant. Some insurance companies and other institutions
are required by law to hold their investment securities in definitive form, so
an investor may not be able to sell its junior subordinated notes to those
entities.
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So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or nominee, as the case
may be, will be considered the sole owner or holder of the junior subordinated
notes represented by the global security for all purposes under the
subordinated indenture. Except as set forth below, owners of beneficial
interests in the global security will not be entitled to have the junior
subordinated notes represented by the global security registered in their
names, will not receive or be entitled to receive physical delivery of the
junior subordinated notes in definitive form and will not be considered the
owners or holders of the junior subordinated notes under the subordinated
indenture.
Payments on junior subordinated notes registered in the name of or held by a
depositary or its nominee will be made in immediately available funds to the
depositary or its nominee, as the case may be, as the registered owner or the
holder of the global security representing the junior subordinated notes. None
of the issuing company, MRM, as guarantor, if applicable, the subordinated
indenture trustee, any paying agent or the registrar and transfer agent for the
applicable series of junior subordinated notes will have any responsibility or
liability for any aspect of the records relating to, or payments made on
account of, beneficial ownership interests in a global security for the
applicable series of junior subordinated notes or for maintaining, supervising
or reviewing any records relating to the beneficial ownership interests.
We expect that a depositary for each series of junior subordinated notes,
upon receipt of any payments in respect of a global security, will immediately
credit participants' accounts with payment in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
as shown on the records of the depositary. We also expect that payments by
participants to owners of beneficial interests in the global security held
through the participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
each participant.
So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or its nominee, as the
case may be, will be entitled to direct the actions of the subordinated
indenture trustee upon an event of default. However, we expect that a
depositary for each series of the junior subordinated notes upon receiving
notice of an event of default, will immediately solicit the participants
regarding any action to be taken. We also expect that the participants will act
in accordance with standing instructions and customary practices, as is now the
case with securities held for the accounts of customers registered in "street
name," and will, in turn, solicit the owners of the beneficial interests
regarding any action to be taken upon any event of default.
A global security may not be transferred, in whole or in part, except by the
depositary for the global security to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the
depositary or by the depositary or any nominee to a successor depositary or a
nominee of the successor depositary. If a depositary for the junior
subordinated notes of a series is at any time unwilling or unable to continue
as depositary and a successor depositary is not appointed by the applicable
issuing company within 90 days or if at any time the depositary ceases to be a
clearing agency registered under the Exchange Act when the depositary is
required to be registered to act as the depositary and no successor is
appointed by the applicable issuing company within 90 days or an event of
default has occurred and is continuing, then the applicable issuing company
will issue the junior subordinated notes in definitive registered form in
exchange for the global security or global securities representing the
applicable junior subordinated notes. In addition, the issuing company may, at
any time, determine not to have any junior subordinated notes represented by
one or more global securities and, in that event, will issue the applicable
junior subordinated notes in definitive registered form in exchange for the
global securities representing the applicable junior subordinated notes. In any
of these instances, an owner of a beneficial interest in a global security will
be entitled to physical delivery in definitive form of the applicable junior
subordinated notes represented by the global security equal in principal amount
to its beneficial interest and to have the applicable junior subordinated notes
registered in its name.
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Option to Extend Interest Payment Date
If provided in the related prospectus supplement, the issuing company will
have the right at any time and from time to time during the term of any series
of junior subordinated notes issued to a trust to defer payment of interest for
the number of consecutive interest payment periods as may be specified in the
related prospectus supplement, subject to the terms, conditions and covenants,
if any, specified in the prospectus supplement. No interest deferral period,
however, may extend beyond the stated maturity of the series of junior
subordinated notes. The United States federal income tax consequences and
special considerations related to a deferral will be described in the related
prospectus supplement.
Events of Default
The following will be events of default under each subordinated indenture
with respect to each series of junior subordinated notes unless the particular
event of default is not applicable to the particular series of junior
subordinated notes or unless the particular event of default is deleted or
modified in a supplemental indenture as stated in the applicable prospectus
supplement:
. the issuing company fails to pay principal of or any premium on any
junior subordinated note of that series, or any additional amounts
related to principal or premium, on its due date;
. the issuing company fails to pay any interest on any junior subordinated
note of that series, or any additional amounts related to interest,
within 30 days from its due date, after taking into account any permitted
deferral of interest payments by the issuing company under the terms of
the junior subordinated notes;
. the issuing company fails to make any sinking fund payment on its due
date;
. the issuing company or, in the case of junior subordinated notes issued
by Mutual Group and guaranteed by MRM, MRM fails to perform any of its
covenants in the subordinated indenture, excluding a covenant not
applicable to the affected series, for 30 days after the subordinated
indenture trustee or the holders of at least 25% in principal amount of
the outstanding junior subordinated notes of that series give the issuing
company and MRM, as guarantor, if applicable, written notice of the
default and require that the issuing company or MRM, as guarantor, if
applicable, remedy the breach. However, the 30-day period may be extended
by either the subordinated indenture trustee or the subordinated
indenture trustee and the holders of at least the same principal amount
of junior subordinated notes of that series that had given notice of
default;
. the issuing company or MRM, in the case of junior subordinated notes
issued by Mutual Group and guaranteed by MRM, defaults under any (1)
indebtedness for any money borrowed, including any other series of debt
securities, (2) mortgage, indenture or other instrument under which there
may be issued or may be secured or evidenced any indebtedness for money
borrowed or (3) guarantee of payment for money borrowed, and any default
consists of a payment default at the stated maturity of the indebtedness,
after giving effect to any applicable grace period, or results in the
indebtedness becoming due or being declared due prior to its stated
maturity; provided, that a default shall exist under this clause only if
the aggregate principal amount outstanding under all of the indebtedness
that is so in default or that has become due or been declared due prior
to its stated maturity, as the case may be, exceeds $40,000,000 and the
default has not been cured, the accelerated indebtedness has not been
discharged or the acceleration of the indebtedness has not been rescinded
or annulled, in each case, within 10 days after the subordinated
indenture trustee or the holders of at least 25% in principal amount of
the junior subordinated notes give the issuing company and MRM, as
guarantor, if applicable, written notice of the default and require that
the issuing company or MRM, as guarantor, if applicable, remedy the
breach;
. the issuing company or, in the case of junior subordinated notes issued
by Mutual Group and guaranteed by MRM, MRM fails within 60 days to pay,
bond or otherwise discharge any uninsured judgment or court order for the
payment of money in excess of $40,000,000, which is not stayed on appeal
or is not otherwise being appropriately contested in good faith;
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. the issuing company or, in the case of junior subordinated notes issued
by Mutual Group and guaranteed by MRM, MRM files for bankruptcy or other
events of bankruptcy, insolvency or reorganization occur; and
. any other event of default specified in the applicable prospectus
supplement occurs.
If the issuing company or, in the case of junior subordinated notes issued
by Mutual Group and guaranteed by MRM, MRM files for bankruptcy or other events
of bankruptcy, insolvency or reorganization occur, all unpaid principal and
accrued interest, premium and additional amounts on the junior subordinated
notes will automatically be immediately due and payable. If any other event of
default with respect to the junior subordinated notes of a series occurs and is
continuing, then the subordinated indenture trustee or the holders of not less
than 25% in principal amount of the outstanding junior subordinated notes of
that series may, by notice to the issuing company, and, in the case of junior
subordinated notes issued by Mutual Group and guaranteed by MRM, MRM and to the
subordinated indenture trustee if given by the holders, declare to be
immediately due and payable all unpaid principal and accrued interest, premium
and additional amounts on all junior subordinated notes of that series. At any
time after a declaration of acceleration has been made with respect to the
junior subordinated notes of a series and before a judgment or decree for
payment of the money due has been obtained, the holders of a majority in
principal amount of the outstanding junior subordinated notes may rescind any
declaration of acceleration with respect to the junior subordinated notes and
its consequences if:
. the issuing company or, in the case of junior subordinated notes issued
by Mutual Group and guaranteed by MRM, MRM deposits with the subordinated
indenture trustee funds sufficient to pay all overdue principal of and
any premium, interest and additional amounts on the applicable junior
subordinated notes, any other amounts due to the subordinated indenture
trustee and, to the extent that payment of the interest is lawful,
interest on the overdue interest and additional amounts; and
. all existing events of default with respect to the applicable junior
subordinated notes have been cured or waived except non-payment of
principal on the junior subordinated notes that has become due solely
because of the acceleration.
The holders of a majority in principal amount of the outstanding junior
subordinated notes of any series have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the
subordinated indenture trustee or to direct the exercise of any trust or power
conferred on the subordinated indenture trustee with respect to the junior
subordinated notes of that series.
No holder of a junior subordinated note of any series will have any right to
institute a proceeding with respect to the applicable subordinated indenture or
for any remedy under the applicable subordinated indenture unless:
. that holder has previously given the subordinated indenture trustee
written notice that an event of default with respect to the junior
subordinated notes of that series has occurred and is continuing;
. the holders of a majority in principal amount of the outstanding junior
subordinated notes of that series have made written request to institute
the proceeding;
. the holder or holders have offered reasonable indemnity to the
subordinated indenture trustee;
. the subordinated indenture trustee has failed to institute the proceeding
for 60 days after receipt of the notice and offer of indemnity; and
. the subordinated indenture trustee has not received from the holders of a
majority in principal amount of the outstanding junior subordinated notes
of that series a direction inconsistent with the written request.
Notwithstanding the foregoing, the holder of any junior subordinated note
will have an absolute and unconditional right to receive payment of the
principal of and any premium, interest and additional amounts on that junior
subordinated note on its maturity date, or, in the case of redemption, the date
of redemption, and to institute suit for the enforcement of any payment against
the issuing company and MRM, as guarantor, if applicable.
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Notice of Default
If an event occurs which is or would become an event of default with respect
to any series of the junior subordinated notes, and the subordinated indenture
trustee knows of the event, the subordinated indenture trustee shall mail to
the holders of the affected junior subordinated notes a notice of the default
within 90 days, unless the default has been cured or waived by the holders of
the affected junior subordinated notes. However, except in the case of a
default in the payment of any amounts due on junior subordinated notes of any
series, the subordinated indenture trustee may withhold the notice if and so
long as the directors and/or responsible officers of the subordinated indenture
trustee determine in good faith that withholding the notice is in the interest
of the holders of the affected junior subordinated notes.
The issuing company and, in the case of junior subordinated notes issued by
Mutual Group and guaranteed by MRM, MRM are required to furnish annually to the
subordinated indenture trustee an officers' certificate to the effect that, to
the best knowledge of the officers providing the certificate, it is not in
default under the applicable subordinated indenture or, if there has been a
default, specifying the default and its status.
Consolidation, Merger, Conveyance or Transfer
The Mutual Group subordinated indenture provides that Mutual Group may
consolidate or merge with or into another entity, or convey, transfer or lease
its properties and assets substantially as an entirety to any entity or permit
an entity to convey, transfer or lease its properties and assets substantially
as an entirety to it; provided, that:
. the successor, if any, is a corporation organized and existing under the
laws of the United States of America, any State of the United States or
the District of Columbia and expressly assumes by supplemental indenture
all of Mutual Group's obligations under the Mutual Group subordinated
indenture and the related junior subordinated notes;
. immediately after giving effect to the transaction, no event of default,
or event which after notice or lapse of time or both would become an
event of default, will have occurred and be continuing; and
. Mutual Group delivers an officers' certificate and an opinion of counsel
to the subordinated indenture trustee, each stating that the transaction
complies with the applicable subordinated indenture and all conditions
precedent in the applicable subordinated indenture relating to the
consolidation, merger, conveyance or transfer have been complied with.
Upon the assumption by the successor of Mutual Group's obligations under the
subordinated indenture and the junior subordinated notes, the successor will
succeed to and be substituted for Mutual Group under the applicable
subordinated indenture, and Mutual Group will be relieved of all of its
obligations under the applicable subordinated indenture and the related junior
subordinated notes, except as otherwise specified in any applicable prospectus
supplement.
Each subordinated indenture provides that MRM may consolidate or merge with
or into another entity, or convey, transfer or lease its properties and assets
substantially as an entirety to any entity or permit an entity to convey,
transfer or lease its properties and assets substantially as an entirety to it;
provided, that:
. the successor, if any, is a corporation organized and existing under the
laws of the United States of America, any State of the United States, the
District of Columbia or Bermuda and expressly assumes by supplemental
indenture all of MRM's obligations under the applicable subordinated
indenture and the related junior subordinated notes or the MRM note
guarantee, as the case may be;
. immediately after giving effect to the transaction, no event of default,
or event which after notice or lapse of time or both would become an
event of default, will have occurred and be continuing; and
. MRM delivers an officers' certificate and an opinion of counsel to the
subordinated indenture trustee, each stating that the transaction
complies with the applicable subordinated indenture and all conditions
precedent in the applicable subordinated indenture relating to the
consolidation, merger, conveyance or transfer have been complied with.
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Upon the assumption by the successor of MRM's obligations under the
subordinated indenture, the junior subordinated notes and the MRM note
guarantee, if applicable, the successor will succeed to and be substituted for
MRM under the applicable subordinated indenture, and MRM will be relieved of
all of its obligations under the applicable subordinated indenture, the related
junior subordinated notes and the MRM note guarantee, if applicable, except as
otherwise specified in any applicable prospectus supplement.
Registration and Transfer
If the junior subordinated notes of a series are to be redeemed, the issuing
company will not be required to:
. issue, register the transfer of or exchange any junior subordinated notes
of that series during the 15 days immediately preceding the date notice
is mailed identifying the junior subordinated notes that are called for
redemption; or
. register the transfer of or exchange any junior subordinated note
selected for redemption, in whole or in part, except for the unredeemed
portion of any junior subordinated note being redeemed in part.
Denominations
Each series of the junior subordinated notes will be issuable in
denominations of $1,000 and any integral multiples of $1,000, without coupons,
unless the applicable prospectus supplement states otherwise.
Payment and Paying Agent
Principal of each series of the junior subordinated notes will be paid only
against surrender of the applicable junior subordinated notes as specified in
the applicable subordinated indenture. Unless the applicable prospectus
supplement states otherwise, interest on each series of the junior subordinated
notes will be payable, at the issuing company's option, (1) by check mailed to
the address of the person entitled to the interest as the address appears in
the security register for the applicable junior subordinated notes or (2) by
wire transfer to an account at a banking institution in the United States that
the person entitled to the interest designates in writing to the subordinated
indenture trustee at least 16 days prior to the date of payment.
Unless the applicable prospectus supplement states otherwise, the
subordinated indenture trustee will act as paying agent for each series of the
junior subordinated notes, and the principal corporate trust office of the
subordinated indenture trustee will serve as the office through which the
paying agent acts. The issuing company may designate additional paying agents,
rescind the designation of any paying agents and/or approve a change in the
office through which any paying agent acts.
All moneys that the issuing company has paid to a paying agent for payment
of principal of or interest on each series of the junior subordinated notes
that remain unclaimed at the end of two years after the principal or interest
has become due and payable will be repaid to the issuing company at its
request. Holders will thereafter look only to the issuing company for any
payments.
Modification of the Subordinated Indenture
The issuing company, MRM, as guarantor, if applicable, and the subordinated
indenture trustee may amend or modify the subordinated indenture with the
consent of the holders of at least a majority in aggregate principal amount of
the outstanding junior subordinated notes of each series of the junior
subordinated notes affected by the amendment or modification voting as a class.
No amendment or modification may, however, without the consent of the holder of
each outstanding junior subordinated note affected by the amendment or
modification:
. change the stated maturity of the principal of, or any installment of
principal of or premium, interest or additional amounts on any junior
subordinated note;
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. reduce the amount due and payable upon acceleration of the maturity of
the junior subordinated note;
. reduce the principal amount of, the rate of interest on or any premium
payable upon the redemption of any junior subordinated note, modify the
calculation of the rate of interest or change the date on which any
junior subordinated note may be redeemed;
. change the place of payment or currency of any payment on any junior
subordinated note;
. change MRM's obligations to pay any additional amounts;
. impair the right to institute suit for the enforcement of any payment on
any junior subordinated note on or after the stated maturity of the
payment or date of redemption;
. alter the subordination provisions in a manner that would adversely
affect the interests of any holder of the junior subordinated notes in
any material respect;
. reduce the percentage in principal amount of the junior subordinated
notes of any series, the consent of whose holders is required to amend or
modify the subordinated indenture, to waive compliance with specific
provisions of the subordinated indenture or to waive specific defaults;
. modify the provisions of the MRM guarantee; or
. modify any of the above provisions.
In addition, the issuing company, MRM, as guarantor, if applicable, and the
subordinated indenture trustee may execute supplemental indentures to:
. create new series of junior subordinated notes;
. cure any ambiguity, correct or supplement any provision which may be
inconsistent with any other provision or make provisions not inconsistent
with any other provisions with respect to matters on questions arising
under the applicable subordinated indenture, in each case to the extent
that the amendment does not adversely affect the interests of any holder
of the junior subordinated notes in any material respect; and
. make other changes that do not adversely affect the interests of the
holders of the junior subordinated notes in any material respect;
as well as for various other purposes.
Each subordinated indenture may not be amended to alter the subordination of
any junior subordinated notes without the written consent of each holder of
senior indebtedness then outstanding that would be adversely affected by the
alteration.
Waiver of Covenants and Defaults
The holders of a majority in aggregate principal amount of the outstanding
junior subordinated notes of any series may waive, for that series, the issuing
company's and/or, in the case of junior subordinated notes issued by Mutual
Group and guaranteed by MRM, MRM's compliance with any restrictive covenants
described in any prospectus supplement or included in any supplemental
indenture. The holders of a majority in aggregate principal amount of the
outstanding junior subordinated notes of any series with respect to which a
default has occurred and is continuing may waive that default for that series,
other than a default in any payment on any junior subordinated note of that
series or a default with respect to a covenant or provision under the
subordinated indenture that cannot be amended or modified without the consent
of the holder of each outstanding junior subordinated note affected.
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Defeasance and Covenant Defeasance
The subordinated indentures provide, unless the terms of the particular
series of junior subordinated notes provide otherwise, that:
. the issuing company may be discharged from its obligations with respect
to any junior subordinated notes or series of junior subordinated notes
and, in the case of junior subordinated notes issued by Mutual Group and
guaranteed by MRM, MRM may be discharged from its obligations with
respect to the related MRM note guarantee, each of which we refer to as
"defeasance;" and/or
. the issuing company and MRM, as guarantor, if applicable, may be released
from their obligations under any restrictive covenants described in any
prospectus supplement or included in any supplemental indenture with
respect to any junior subordinated notes or series of junior subordinated
notes and the related MRM note guarantee, which we refer to as "covenant
defeasance."
Each subordinated indenture permits defeasance with respect to any junior
subordinated notes of a series even if a prior covenant defeasance has occurred
with respect to the junior subordinated notes of that series. Following a
defeasance, payment of the junior subordinated notes defeased and the MRM note
guarantee, if applicable, may not be accelerated because of an event of
default. Following a covenant defeasance, payment of the junior subordinated
notes defeased and the MRM note guarantee, if applicable, may not be
accelerated by reference to the covenants affected by the covenant defeasance.
However, if an acceleration were to occur, the realizable value at the
acceleration date of the money and government obligations in the defeasance
trust could be less than the amounts then due on the junior subordinated notes
since the required deposit in the defeasance trust would be based upon
scheduled cash flows rather than market value, which would vary depending upon
interest rates and other factors.
Upon a defeasance, the following rights and obligations will continue: (1)
the rights of the holders of the junior subordinated notes of any series to
receive from the defeasance trust payments due on the junior subordinated notes
when payments are due, (2) the issuing company's obligations regarding the
registration, transfer and exchange of the junior subordinated notes of any
series, (3) the obligation of the issuing company and MRM, as guarantor, if
applicable, to maintain an office or agency in each place of payment and (4)
the survival of the subordinated indenture trustee's rights, powers, trusts,
duties and immunities under the applicable subordinated indenture.
In connection with any defeasance or covenant defeasance, the issuing
company or MRM, as guarantor, if applicable, must irrevocably deposit with the
subordinated indenture trustee, in trust, money and/or government obligations
which, through the scheduled payment of principal and interest on those
obligations, would provide sufficient moneys to pay all amount due on the
junior subordinated notes on the maturity dates or upon redemption. The issuing
company or MRM, as guarantor, if applicable, must also deliver to the trustee
an opinion of counsel to the effect that the holders of the junior subordinated
notes will not recognize income, gain or loss for United States federal income
tax purposes as a result of the defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if the defeasance or
covenant defeasance had not occurred, and the opinion of counsel, in the case
of defeasance, must refer to and be based upon a letter ruling of the Internal
Revenue Service received by the issuing company, a Revenue Ruling published by
the Internal Revenue Service or a change in applicable United States federal
income tax law occurring after the date of the subordinated indenture.
Information Concerning the Subordinated Indenture Trustee
In case an event of default shall occur and be continuing, the subordinated
indenture trustee shall exercise its rights and powers under the applicable
subordinated indenture in the same manner and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the same
circumstances in the conduct of his or her own affairs. Before proceeding to
exercise any right or power under the applicable
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subordinated indenture at the direction of the holders, the subordinated
indenture trustee will be entitled to receive from the holders reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in complying with any direction of the holders.
Chase Manhattan Trust Company, N.A., which is the subordinated indenture
trustee, also serves as the senior indenture trustee and as property trustee
and guarantee trustee with respect to the preferred securities issued by the
trusts. Chase Manhattan Bank Delaware, an affiliate of Chase Manhattan Trust
Company, N.A., serves as the Delaware trustee for each trust.
Governing Law
The subordinated indentures, the junior subordinated notes and the MRM note
guarantees will be governed by the laws of the State of New York, without
regard to the conflict of laws provisions thereof.
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DESCRIPTION OF THE PREFERRED SECURITIES
The preferred securities of each trust will be issued pursuant to a trust
agreement for that trust, as subsequently amended and restated, among Mutual
Group, Chase Manhattan Trust Company, N.A., as the property trustee, Chase
Manhattan Bank Delaware, as the Delaware trustee, the three administrative
trustees and the holders from time to time of the applicable trust's preferred
and common securities. We have filed the trust agreements and forms of each
amended and restated trust agreement as exhibits to the registration statement
of which this prospectus is a part. You also may request a copy of the trust
agreements from the property trustee at its corporate trust office in
Philadelphia, Pennsylvania. Each trust agreement will be qualified under the
Trust Indenture Act of 1939. The terms of the preferred securities of a trust
will include those stated in the applicable trust agreement and those made part
of the trust agreement by reference to the Trust Indenture Act. The amended and
restated trust agreement for a trust will be executed at the time the trust
issues any preferred securities and will be filed with the SEC on Form 8-K or
by a post-effective amendment to the registration statement of which this
prospectus is a part.
General
The trust agreement for each trust authorizes the administrative trustees to
issue on behalf of the trust preferred securities that have the terms described
in this prospectus and in the applicable prospectus supplement. The preferred
securities will represent undivided beneficial interests in the assets of the
applicable trust. The proceeds from the sale of each trust's preferred and
common securities will be used by the trust to purchase a series of junior
subordinated notes issued by Mutual Group or MRM, as the case may be. The
junior subordinated notes will be held in trust by the property trustee for the
benefit of the holders of the preferred and common securities of the applicable
trust.
The terms of the preferred securities of each trust will mirror the terms of
the junior subordinated notes held by the applicable trust. If interest
payments on the junior subordinated notes held by the applicable trust are
deferred as described above, distributions on the preferred securities will
also be deferred. The assets of the trust available for distribution to the
holders of its preferred securities generally will be limited to payments under
the series of junior subordinated notes held by the trust and under the related
MRM note guarantee, if applicable.
Under the preferred securities guarantee for each trust, the issuing company
will agree to make payments of distributions and payments on redemption or
liquidation with respect to the trust's preferred securities, but only to the
extent the trust has funds available to make those payments and has not made
the payments. If Mutual Group issues junior subordinated notes to a trust, MRM
will also guarantee Mutual Group's obligations under its preferred securities
guarantee. See "Description of the Preferred Securities Guarantees and the MRM
Trust Guarantees." The issuing company's obligations under the applicable
preferred securities guarantee, trust agreement, subordinated indenture and
related junior subordinated notes and, if applicable, MRM's obligations under
the MRM note guarantee and the MRM trust guarantee will provide a full,
irrevocable and unconditional guarantee by MRM of amounts due on the preferred
securities issued by each trust.
The prospectus supplement relating to the preferred securities of each trust
will describe the specific terms of the preferred securities, including:
. the name of the preferred securities;
. the dollar amount and number of preferred securities issued;
. the annual distribution rate, or method of determining the rate, of
distributions on the preferred securities, and date or dates from which
any distributions will accrue;
. the payment date and the record date used to determine the holders who
are to receive distributions on the preferred securities;
. the right, if any, to defer distributions on the preferred securities
upon extension of the interest payment periods of the related junior
subordinated notes;
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. the applicable trust's obligation, if any, to redeem or purchase the
preferred securities and the terms and conditions on which the preferred
securities may be redeemed or purchased pursuant to any obligation;
. the terms and conditions, if any, on which the preferred securities may
be redeemed at the applicable trust's option or at the option of the
holders;
. the terms and conditions, if any, upon which the related junior
subordinated notes may be distributed to holders of the preferred
securities;
. the voting rights, if any, of the holders of the preferred securities;
. whether the preferred securities are to be issued in book-entry form and
represented by one or more global securities and, if so, the depository
and any provisions for the transfer or exchange of the global securities,
if different from those described below under "--Global Securities;" and
. any other relevant rights, preferences, privileges, limitations or
restrictions of the preferred securities.
The prospectus supplement will describe various United States federal income
tax considerations applicable to the purchase, holding and disposition of the
series of preferred securities.
Global Securities
Some or all of the preferred securities of a series may be represented in
whole or in part by one or more global securities deposited with or on behalf
of one or more depositaries. The applicable prospectus supplement will describe
the terms of any depositary arrangement. Unless the applicable prospectus
supplement states otherwise, the following provisions will apply to all
depositary arrangements for any preferred securities represented by global
securities.
Preferred securities represented by a global security deposited with or on
behalf of a depositary will be registered in the name of that depositary or its
nominee. Upon the issuance of a global security in registered form, the
depositary for the global security will credit, on its book-entry registration
and transfer system, the respective principal amounts of the preferred
securities represented by the global security to the accounts of institutions
that have accounts with the depositary or its nominee. These institutions are
generally brokers, dealers, banks and other financial institutions and are
often referred to as participants. The accounts to be credited will be
designated by the underwriters or agents of the preferred securities or by the
applicable trust, if the preferred securities are offered and sold directly by
the trust. Ownership of beneficial interests in the global securities will be
limited to participants or persons that may hold interests through
participants. Any person who holds a brokerage account with a participant may
purchase the preferred securities through the participant. Ownership of
beneficial interests by participants in the global securities will be shown on,
and the transfer of any ownership interest will be effected only through,
records maintained by the depositary or its nominee for the global security.
Ownership of beneficial interests in global securities by persons that hold
through participants will be effected only through records maintained by the
applicable participant. Some insurance companies and other institutions are
required by law to hold their investment securities in definitive form, so an
investor may not be able to sell its preferred securities to those entities.
So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or the nominee, as the
case may be, will be considered the sole owner or holder of the preferred
securities represented by the global security for all purposes under the
applicable trust agreement. Except as set forth below, owners of beneficial
interests in the global security will not be entitled to have the preferred
securities represented by the global security registered in their names, will
not receive or be entitled to receive physical delivery of the preferred
securities in definitive form and will not be considered the owners or holders
of the preferred securities under the applicable trust agreement.
Payments on preferred securities registered in the name of or held by a
depositary or its nominee will be made in immediately available funds to the
depositary or its nominee, as the case may be, as the registered owner or the
holder of the global security representing the preferred securities. None of
MRM, Mutual Group,
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the trusts, the property trustee, the Delaware trustee, any paying agent or the
registrar and transfer agent for the preferred securities will have any
responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in a global
security for the preferred securities or for maintaining, supervising or
reviewing any records relating to the beneficial ownership interests.
We expect that a depositary for the preferred securities of a series, upon
receipt of any payments in respect of a global security, will immediately
credit participants' accounts with payment in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
as shown on the records of the depositary. We also expect that payments by
participants to owners of beneficial interests in the global security held
through the participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
each participant.
So long as the depositary for a global security or its nominee is the
registered owner of the global security, the depositary or its nominee, as the
case may be, will be entitled to direct the actions of the property trustee
upon an event of default. However, we expect that a depositary for the
preferred securities of a series, upon receiving notice of an event of default,
will immediately solicit the participants regarding any action to be taken. We
also expect that the participants will act in accordance with standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will, in turn,
solicit the owners of the beneficial interests regarding any action to be taken
upon any event of default.
A global security may not be transferred, in whole or in part, except by the
depositary for the global security, to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the
depositary or by the depositary or any nominee to a successor depositary or a
nominee of the successor depositary. If a depositary for the preferred
securities of a series is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the administrative
trustees within 90 days or if at any time the depositary ceases to be a
clearing agency registered under the Exchange Act when the depositary is
required to be registered to act as the depositary and no successor is
appointed by the administrative trustees within 90 days or if an event of
default has occurred and is continuing, then the applicable trust will issue
the preferred securities in definitive registered form in exchange for the
global security or global securities representing the preferred securities. In
addition, the administrative trustees may, at any time, determine not to have
any preferred securities represented by one or more global securities and, in
that event, the applicable trust will issue the preferred securities in
definitive registered form in exchange for the global securities representing
the preferred securities. In any of these instances, an owner of a beneficial
interest in a global security will be entitled to physical delivery in
definitive form of the preferred securities represented by the global security
equal in principal amount to its beneficial interest and to have the preferred
securities registered in its name.
Liquidation Distribution Upon Dissolution
Unless otherwise specified in an applicable prospectus supplement, each
trust agreement will provide that the trust will be dissolved:
. upon the expiration of the term of the trust;
. upon the bankruptcy, dissolution or liquidation of Mutual Group or MRM;
. upon the direction of Mutual Group to the property trustee to dissolve
the trust and distribute the related junior subordinated notes directly
to the holders of the preferred and common securities of the trust;
. upon the redemption of all of the common and preferred securities of the
trust in connection with the redemption of all of the related junior
subordinated notes; or
. upon entry of a court order for the dissolution of the trust.
Unless otherwise specified in an applicable prospectus supplement, in the
event of a dissolution as described above other than in connection with
redemption, after the trust satisfies all liabilities to its creditors
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as provided by applicable law, each holder of the preferred or common
securities of a trust will be entitled to receive:
. the related junior subordinated notes in an aggregate principal amount
equal to the aggregate liquidation amount of the preferred or common
securities held by the holder; or
. if any distribution of the related junior subordinated notes is
determined by the property trustee not to be practical, cash equal to the
aggregate liquidation amount of the preferred or common securities held
by the holder, plus accumulated and unpaid distributions to the date of
payment.
If a trust cannot pay the full amount due on its preferred and common
securities because insufficient assets are available for payment, then the
amounts payable by the trust on its preferred and common securities will be
paid on a pro rata basis. However, if an event of default under the
subordinated indenture has occurred and is continuing with respect to any
related junior subordinated notes, the total amounts due on the preferred
securities of the trust will be paid before any distribution on the common
securities of the trust is made.
Events of Default
The following will be events of default under each trust agreement:
. an event of default under the subordinated indenture occurs with respect
to any related junior subordinated notes;
. the trust fails to pay any redemption price on any preferred securities
on its due date;
. the trust fails to pay any distribution on the preferred securities
within 30 days from its due date;
. the trustees fail to perform any of the covenants in the trust agreement,
other than the covenants in the two prior bullet points, for 30 days
after the holders of at least 25% of the aggregate liquidation amount of
the outstanding preferred securities give Mutual Group, MRM and the
trustees written notice of the default and require that they remedy the
breach. However, the 30-day period may be extended by the holders of at
least the same aggregate liquidation amount of the outstanding preferred
securities that had initially given notice of the default; or
. the property trustee files for bankruptcy or other events of bankruptcy,
insolvency or reorganization occur with respect to the property trustee
and a successor property trustee is not appointed within 90 days.
If an event of default with respect to related junior subordinated notes
occurs and is continuing under the applicable subordinated indenture, and the
subordinated indenture trustee or the holders of not less than 25% in principal
amount of the related junior subordinated notes outstanding fail to declare the
unpaid principal of and all other amounts with respect to all of the related
junior subordinated notes to be immediately due and payable, the holders of at
least 25% in aggregate liquidation amount of the outstanding preferred
securities will have the right to declare the unpaid principal of and all other
amounts with respect to the related junior subordinated notes immediately due
and payable by providing notice to the issuing company and MRM, as guarantor,
if applicable, the property trustee and the subordinated indenture trustee.
At any time after a declaration of acceleration has been made with respect
to a series of related junior subordinated notes and before a judgment or
decree for payment of the money due has been obtained, the holders of a
majority in aggregate liquidation amount of the preferred securities may
rescind any declaration of acceleration with respect to the related junior
subordinated notes and its consequences:
. if the issuing company or MRM, as guarantor, if applicable, deposits with
the trustee funds sufficient to pay all overdue principal of and premium,
interest and additional amounts on the related junior subordinated notes
and any other amounts due to the subordinated indenture trustee and the
property trustee; and
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. if all existing events of default with respect to the related junior
subordinated notes have been cured or waived except non-payment of
principal on the related junior subordinated notes that has become due
solely because of the acceleration.
The holders of a majority in liquidation amount of the preferred securities
of a trust may waive any past default under the subordinated note indenture
with respect to the related junior subordinated notes, other than a default in
any payment on any related junior subordinated notes or a default with respect
to a covenant or provision that cannot be amended or modified without the
consent of the holder of each outstanding related junior subordinated note
affected. In addition, the holders of at least a majority in liquidation amount
of the preferred securities of a trust may waive any past default under the
trust agreement.
The holders of a majority in liquidation amount of the preferred securities
of a trust shall have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the property trustee or
to direct the exercise of any trust or power conferred on the property trustee
under the applicable trust agreement.
A holder of preferred securities of a trust may institute a legal proceeding
directly against the issuing company of the related junior subordinated notes
and MRM, as guarantor, if applicable, without first instituting a legal
proceeding against the property trustee or any other person or entity, for
enforcement of payment to the holder of the principal of and any premium,
interest or additional amounts on related junior subordinated notes having a
principal amount equal to the aggregate liquidation amount of the preferred
securities of the holder if the issuing company or MRM, as guarantor, if
applicable, fails to pay any amounts on the related junior subordinated notes
when payable. The issuing company, MRM, as guarantor, if applicable, and the
subordinated indenture trustee may not amend or modify the subordinated
indenture to eliminate the preferred securities holders' right to institute a
direct legal action without the consent of the holders of each outstanding
preferred security.
Notice of Default
If an event occurs which is or would become an event of default with respect
to any preferred securities, and the property trustee knows of the event, the
property trustee shall mail to the holders of the affected preferred securities
a notice of the default within 90 days, unless the default has been cured or
waived by the holders of the affected preferred securities. However, except in
the case of a default in the payment of any amounts due on preferred
securities, the property trustee may withhold the notice if and so long as the
directors and/or responsible officers of the property trustee determine in good
faith that withholding the notice is in the interest of the holders of the
affected preferred securities.
Mutual Group and the administrative trustees of each trust are required to
furnish annually to the property trustee an officers' certificate to the effect
that, to the best knowledge of the officers providing the certificate, it is
not in default under the applicable trust agreement or, if there has been a
default, specifying the default and its status.
Consolidation, Merger or Amalgamation of the Trust
None of the trusts may consolidate or merge with or into, or be replaced by
or convey, transfer or lease its properties and assets substantially as an
entirety to any entity, except as described below. A trust may, without the
consent of the holders of the outstanding preferred securities, consolidate or
merge with or into, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized under
the laws of any State if:
. the successor entity either:
. expressly assumes all of the obligations of the trust relating to its
preferred securities; or
. substitutes for the trust's preferred securities other securities
having substantially the same terms as the preferred securities, so
long as the substituted successor securities rank the same as the
preferred securities for distributions and payments upon liquidation,
redemption and otherwise;
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. Mutual Group appoints a trustee of the successor entity who has
substantially the same powers and duties as the property trustee of the
trust;
. the preferred securities are listed or traded, or any substituted
successor securities will be listed upon notice of issuance, on the same
national securities exchange or other organization on which the preferred
securities are then listed or traded;
. the event does not cause the preferred securities or any substituted
successor securities to be downgraded by any national rating agency;
. the event does not adversely affect the rights, preferences and
privileges of the holders of the preferred securities or any substituted
successor securities in any material respect;
. the successor entity has a purpose substantially identical to that of the
trust;
. prior to the merger event, Mutual Group has received an opinion of
counsel from a nationally recognized law firm stating that:
. the event does not adversely affect the rights, preferences and
privileges of the holders of the trust's preferred securities or any
successor securities in any material respect;
. following the event, neither the trust nor the successor entity will
be required to register as an investment company under the Investment
Company Act of 1940; and
. neither the trust nor the successor entity will be taxable as a
corporation or classified other than as a grantor trust for United
States federal income tax purposes; and
. Mutual Group or its permitted transferee owns all of the common
securities of the successor entity and MRM guarantees the obligations of
the successor entity under the substituted successor securities at least
to the extent provided under the preferred securities guarantee.
In addition, unless all of the holders of the preferred securities of a
trust approve otherwise, the trust may not consolidate, amalgamate, merge with
or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other entity or permit any other
entity to consolidate, amalgamate, merge with or into or replace it if the
transaction would cause the trust or the successor entity to be taxable as a
corporation or classified other than as a grantor trust for United States
federal income tax purposes.
Voting Rights
Unless otherwise specified in the prospectus supplement, the holders of the
preferred securities of a trust will have no voting rights except as discussed
below and under "--Events of Default," "--Amendment of the Trust Agreement,"
"--Removal and Replacement of Trustees" and "Description of the Preferred
Securities Guarantees--Amendments and Assignment," and as otherwise required by
law.
If any proposed amendment to a trust agreement provides for, or the
administrative trustees of a trust otherwise propose to effect:
. any action that would adversely affect the powers, preferences or special
rights of the preferred securities of the trust in any material respect,
whether by way of amendment to the applicable trust agreement or
otherwise; or
. the dissolution, winding-up or termination of the trust other than
pursuant to the terms of the applicable trust agreement,
then the holders of the preferred securities of the trust as a class will be
entitled to vote on the amendment or proposal. In that case, the amendment or
proposal will be effective only if approved by the holders of at least a
majority in aggregate liquidation amount of the preferred securities of the
trust.
Without obtaining the prior approval of the holders of at least a majority
in aggregate liquidation amount of the preferred securities of a trust, the
trustees of a trust may not:
. direct the time, method and place of conducting any proceeding for any
remedy available to the subordinated indenture trustee for any related
junior subordinated notes or direct the exercise of any trust or power
conferred on the property trustee with respect to the preferred
securities of the trust;
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. waive any default that is waivable under the subordinated indenture with
respect to any related junior subordinated notes;
. cancel an acceleration of the principal of any related junior
subordinated notes; or
. consent to any amendment, modification or termination of the subordinated
indenture or any related junior subordinated notes where consent is
required.
However, if a consent under the subordinated indenture requires the consent of
each affected holder of the related junior subordinated notes, then the
property trustee must obtain the prior consent of each holder of the preferred
securities of the trust. In addition, before taking any of the foregoing
actions, the property trustee shall obtain an opinion of counsel experienced in
such matters to the effect that, as a result of such actions, the trust will
not be taxable as a corporation or classified as other than a grantor trust for
United States federal income tax purposes.
The property trustee will notify all preferred securities holders of the
trust of any notice of default received from the subordinated indenture trustee
with respect to the junior subordinated notes held by the trust.
Any required approval of the holders of the preferred securities of a trust
may be given at a meeting of the holders of the preferred securities convened
for the purpose or pursuant to written consent. The property trustee will cause
a notice of any meeting at which holders of securities are entitled to vote to
be given to each holder of record of the preferred securities at the holder's
registered address, or to any other address which has been specified in
writing, at least 15 days and not more than 90 days before the meeting.
Notwithstanding that the holders of the preferred securities of a trust are
entitled to vote or consent under any of the circumstances described above, any
of the preferred securities that are owned by MRM, Mutual Group, the trustees
of the trust or any affiliate of MRM, Mutual Group or any trustees of the
trust, shall, for purposes of any vote or consent, be treated as if they were
not outstanding.
Amendment of the Trust Agreement
Each trust agreement may be amended from time to time by Mutual Group, the
property trustee and the administrative trustees of the trust without the
consent of the holders of the preferred securities of the trust to:
. cure any ambiguity, correct or supplement any provision which may be
inconsistent with any other provision or make provisions not inconsistent
with any other provisions with respect to matters or questions arising
under the applicable trust agreement, in each case to the extent that the
amendment does not adversely affect the interests of any holder of the
preferred securities of the trust in any material respect; or
. modify, eliminate or add to any provisions to the extent necessary to
ensure that the trust will not be taxable as a corporation or classified
as other than a grantor trust for United States federal income tax
purposes, to ensure that the junior subordinated notes held by the trust
are treated as indebtedness for United States federal income tax purposes
or to ensure that the trust will not be required to register as an
investment company under the Investment Company Act.
Other amendments to a trust agreement may be made by Mutual Group, the
property trustee and the administrative trustees of a trust upon approval of
the holders of at least a majority in aggregate liquidation amount of the
outstanding preferred securities of the trust and receipt by the trustees of an
opinion of counsel to the effect that the amendment will not cause the trust to
be taxable as a corporation or classified as other than a grantor trust for
United States federal income tax purposes, affect the treatment of the junior
subordinated notes held by the trust as indebtedness for United States federal
income tax purposes or affect the trust's exemption from the Investment Company
Act.
Notwithstanding the foregoing, without the consent of each affected holder
of common or preferred securities of a trust, the applicable trust agreement
may not be amended to:
. change the amount or timing of any distribution on the common or
preferred securities of the trust or otherwise adversely affect the
amount of any distribution required to be made in respect of the
securities as of a specified date; or
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. restrict the right of a holder of any securities to institute suit for
the enforcement of any payment on or after the distribution date.
In addition, no amendment may be made to a trust agreement if the amendment
would:
. cause the applicable trust to be taxable as a corporation or
characterized as other than a grantor trust for United States federal
income tax purposes;
. cause the junior subordinated notes held by the applicable trust to not
be treated as indebtedness for United States federal income tax purposes;
. cause the applicable trust to be deemed to be an investment company
required to be registered under the Investment Company Act; or
. impose any additional obligation on MRM, Mutual Group or any trustee of
the applicable trust without its consent.
Removal and Replacement of Trustees
The holder of a trust's common securities may remove or replace any of the
administrative trustees and, unless an event of default has occurred and is
continuing under the applicable subordinated indenture, the property trustee
and the Delaware trustee of the trust. If an event of default has occurred and
is continuing under the applicable subordinated indenture, only the holders of
a trust's preferred securities may remove or replace the property trustee and
the Delaware trustee. The resignation or removal of any trustee will be
effective only upon the acceptance of appointment by the successor trustee in
accordance with the provisions of the applicable trust agreement.
Registration and Transfer
If the preferred securities of a series are to be redeemed, the applicable
trust will not be required to:
. issue, register the transfer of or exchange any preferred securities of
that series during the 15 days immediately preceding the date notice is
mailed identifying the preferred securities that are called for
redemption; or
. register the transfer of or exchange any preferred security selected for
redemption, in whole or in part, except for the unredeemed portion of a
preferred security being redeemed in part.
Payment and Paying Agent
Unless the applicable prospectus supplement states otherwise, distributions
on the preferred securities will be payable, at the applicable trust's option,
(1) by check mailed to the address of the person entitled to the distribution
as the address appears in the security register for the preferred securities or
(2) by wire transfer to an account at a banking institution in the United
States that the person entitled to the distribution designates in writing to
the property trustee at least 16 days prior to the date of payment. Payments
upon the redemption of the preferred securities will be paid only against
surrender of the preferred securities.
Unless the applicable prospectus supplement states otherwise, the property
trustee will act as paying agent for the preferred securities, and the
principal corporate trust office of the property trustee will serve as the
office through which the paying agent acts. The applicable trust may designate
additional paying agents, rescind the designation of any paying agents and/or
approve a change in the office through which any paying agent acts.
Information Concerning the Property Trustee
For matters relating to compliance with the Trust Indenture Act, the
property trustee will have all of the duties and responsibilities of an
indenture trustee under the Trust Indenture Act. In case an event of default
shall occur and be continuing, the property trustee must use the same degree of
care and skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Before proceeding to exercise any right
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or power under any trust agreement at the direction of the holders of the
preferred securities, the property trustee will be entitled to receive from the
holders reasonable security or indemnity against the costs, expenses and
liabilities that it might incur.
Chase Manhattan Trust Company, N.A., which is the property trustee for each
trust, also serves as the senior indenture trustee, the subordinated indenture
trustee and the guarantee trustee under each preferred securities guarantee
described below. Chase Manhattan Bank Delaware, an affiliate of Chase Manhattan
Trust Company, N.A., serves as the Delaware trustee for each trust.
Miscellaneous
The administrative trustees of each trust are authorized and directed to
conduct the affairs of and to operate the trust in such a way that:
. it will not be taxable as a corporation or classified as other than a
grantor trust for United States federal income tax purposes;
. the junior subordinated notes held by it will be treated as indebtedness
of the issuing company for United States federal income tax purposes; and
. it will not be deemed to be an investment company required to be
registered under the Investment Company Act.
Mutual Group and the trustees of each trust are authorized to take any
action, so long as it is consistent with applicable law, the applicable
certificate of trust or trust agreement, that Mutual Group and the trustees of
the trust determine to be necessary or desirable for the above purposes.
Holders of the preferred securities of the trusts have no preemptive or
similar rights.
None of the trusts may incur indebtedness or place a lien on any of its
assets.
Governing Law
Each trust agreement and the preferred securities of each trust will be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to the conflict of laws provisions thereof.
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DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
AND THE MRM TRUST GUARANTEES
MRM's preferred securities guarantee for each trust will be issued pursuant
to a guarantee agreement between MRM and Chase Manhattan Trust Company, N.A.,
as the guarantee trustee. Mutual Group's preferred securities guarantee for
each trust and the related MRM trust guarantee will be issued pursuant to a
guarantee agreement among Mutual Group, MRM and Chase Manhattan Trust Company,
N.A., as the guarantee trustee. We have filed forms of each guarantee agreement
as exhibits to the registration statement of which this prospectus is a part.
You also may request a copy of the guarantee agreements from the guarantee
trustee at its corporate trust office in Philadelphia, Pennsylvania. Each
guarantee agreement will be qualified under the Trust Indenture Act of 1939.
The terms of a preferred securities guarantee will include those stated in the
applicable guarantee agreement and those made part of the guarantee agreement
by reference to the Trust Indenture Act. A guarantee agreement will be executed
at the time any trust issues any preferred securities and will be filed with
the SEC on a Form 8-K or by a post-effective amendment to the registration
statement of which this prospectus is a part.
Each guarantee agreement will be held by the guarantee trustee for the
benefit of the holders of the preferred securities of the applicable trust.
General
The issuing company will irrevocably and unconditionally agree to pay in
full to the holders of the preferred securities of each trust the guarantee
payments described below, except to the extent previously paid. The issuing
company will pay the guarantee payments when and as due, regardless of any
defense, right of set-off or counterclaim that the applicable trust may have or
assert. The following payments, to the extent not paid by a trust, will be
covered by the applicable preferred securities guarantee:
. any accumulated and unpaid distributions required to be paid on the
preferred securities of the trust, to the extent that the trust has funds
available to make the payment;
. the redemption price, including all accumulated and unpaid distributions,
to the extent that the trust has funds available to make the payment; and
. upon a voluntary or involuntary dissolution, termination, winding-up or
liquidation of the trust, other than in connection with a distribution of
related junior subordinated notes to holders of the preferred securities,
the lesser of:
. the aggregate of the liquidation amounts specified in the prospectus
supplement for each preferred security of the trust plus all
accumulated and unpaid distributions on the preferred security of the
trust to the date of payment, to the extent the trust has funds
available to make the payment; and
. the amount of assets of the trust remaining available for distribution
to holders of its preferred securities upon liquidation of the trust.
The issuing company's obligation to make a guarantee payment with respect to
the preferred securities of a trust may be satisfied by directly paying the
required amounts to the holders of the preferred securities of the trust or by
causing the trust to pay the amounts to the holders.
Each preferred securities guarantee will be subject to the subordination
provisions described below and will not apply to the payment of distributions
and other payments on the preferred securities of a trust when the trust does
not have sufficient funds legally and immediately available to make the
distributions or other payments.
MRM Trust Guarantee
Unless provided otherwise in a prospectus supplement, MRM will fully and
unconditionally guarantee all payments with respect to each preferred
securities guarantee issued by Mutual Group. Unless provided otherwise in a
prospectus supplement, each MRM trust guarantee will be unsecured indebtedness
of MRM and will be subordinated in right of payment to all MRM's existing and
future senior indebtedness. Each MRM
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trust guarantee will be effectively subordinated to any secured indebtedness of
MRM to the extent of the value of the assets securing the secured indebtedness.
Each MRM trust guarantee will also rank equally with any other MRM trust
guarantee of any preferred securities guarantee issued by Mutual Group. As a
result, in the event of MRM's bankruptcy, liquidation or reorganization or upon
an event of default by Mutual Group of its obligations under any of its
preferred securities guarantees, or upon a default by MRM under any of its
trust guarantees, MRM's assets will be available to pay MRM's obligations on an
MRM trust guarantee only after all secured and senior indebtedness of MRM has
been paid in full in cash or other payment satisfactory to the holders of the
secured and senior indebtedness has been made. There may not be sufficient
assets remaining to pay amounts due on any or all of the MRM trust guarantees.
Each MRM trust guarantee will also be effectively subordinated to the
indebtedness and other liabilities of MRM's subsidiaries. Each MRM trust
guarantee does not prohibit or limit the incurrence of secured or senior
indebtedness or the incurrence of other indebtedness and liabilities by MRM or
its subsidiaries. The incurrence of additional secured and senior indebtedness
and other liabilities by MRM or its subsidiaries could adversely affect MRM's
ability to pay its obligations on an MRM trust guarantee.
Each MRM trust guarantee will constitute a guarantee of payment and not of
collection. This means that the holder of the guaranteed security may sue MRM
to enforce its rights under the MRM trust guarantee without first suing any
other person or entity.
Additional Amounts
MRM will make all payments under each of its preferred securities guarantees
and all payments under each of its MRM trust guarantees without withholding or
deduction for any taxes, fees, duties, assessments or governmental charges
imposed or levied by Bermuda or any other jurisdiction in which MRM or any
successor is organized or resident for tax purposes or any political
subdivision or taxing authority of Bermuda or any of those other jurisdictions.
If any withholding or deduction is required by law, MRM will pay to the holder
of the preferred securities additional amounts as may be necessary so that
every net payment made to the holder after the withholding or deduction will
not be less than the amount provided for in the applicable preferred securities
guarantee. MRM will not be required to pay any additional amounts as a result
of :
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the preferred securities was a resident or national
of or had other specified connections with the relevant taxing authority;
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the preferred securities presented the preferred
security for payment more than 30 days after it was due and payable;
. any estate, inheritance, gift, sale or other similar tax, assessment or
governmental charge; or
. the imposition of any tax, fee, duty, assessment or governmental charge
that would not have been imposed but for the fact that the holder or
beneficial owner of the preferred securities failed to comply, within 90
days, with any reasonable request by MRM addressed to the holder or
beneficial owner relating to the provision of information required by the
taxing jurisdiction as a precondition to exemption from all or part of
the tax, fee, duty, assessment or governmental charge.
Subordination
Each preferred securities guarantee will be unsecured indebtedness of the
issuing company and will be subordinated in right of payment to all of the
issuing company's existing and future senior indebtedness. Each preferred
securities guarantee will be effectively subordinated to any secured
indebtedness of the issuing company to the extent of the value of the assets
securing the secured indebtedness. Each preferred securities guarantee will
also rank equally with any other preferred securities guarantee issued by the
issuing company. As a result, in the event of the issuing company's bankruptcy,
liquidation or reorganization or upon an event of default under any of its
preferred securities guarantees, the issuing company's assets will be available
to pay its obligations on the preferred securities guarantee only after all
secured and senior indebtedness of the issuing company has been paid in full in
cash or other payment satisfactory to the holders of the secured and senior
indebtedness has been made. There may not be sufficient assets remaining to pay
amounts due on any or all of
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its the preferred securities guarantees. Each preferred securities guarantee
will also be effectively subordinated to the indebtedness and other liabilities
of the issuing company's subsidiaries. The incurrence of additional secured and
senior indebtedness and other liabilities by the issuing company or its
subsidiaries could adversely affect the issuing company's ability to pay its
obligations on the preferred securities guarantees.
Each preferred securities guarantee will constitute a guarantee of payment
and not of collection. This means that the holder of the guaranteed security
may sue the issuing company to enforce its rights under the preferred
securities guarantee without first suing any other person or entity.
Amendments and Assignment
No consent of the holders of the preferred securities of a trust will be
required with respect to any changes to the preferred securities guarantee that
do not adversely affect the rights of the holders of the preferred securities
of the applicable trust in any material respect. Other amendments to the
preferred securities guarantee may be made only with the prior approval of the
holders of at least a majority in aggregate liquidation amount of the preferred
securities of the applicable trust. All guarantees and agreements contained in
the preferred securities guarantee will be binding on the issuing company's
successors, assigns, receivers, trustees and representatives and are for the
benefit of the holders of the preferred securities of the applicable trust.
Events of Default
An event of default under a preferred securities guarantee occurs if the
issuing company:
. fails to make any required payments; or
. fails to perform any of its other obligations under the preferred
securities guarantee and such failure continues for 30 days.
The holders of at least a majority in aggregate liquidation amount of the
preferred securities of a trust will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
guarantee trustee relating to the preferred securities guarantee of the trust
or to direct the exercise of any trust or power given to the guarantee trustee
under the preferred securities guarantee of the trust.
A holder of any preferred security of a trust may sue the issuing company to
enforce its rights under the preferred securities guarantee of the trust and
MRM under the MRM trust guarantee, if applicable, without first suing the
guarantee trustee, the trust or any other person or entity.
If and to the extent that the issuing company does not make payments on the
related junior subordinated notes and, if applicable, MRM does not make
payments on the MRM note guarantee, the trust will not have funds available to
make payments of distributions or other amounts due on its preferred
securities. In those circumstances, a holder of the preferred securities of the
trust will not be able to rely upon the applicable preferred securities
guarantee or the MRM trust guarantee, if applicable, for payment of these
amounts. Instead, the holder may directly sue the issuing company under the
junior subordinated notes or MRM under the MRM note guarantee, if applicable,
to collect its pro rata share of payments owed. If a holder so sues MRM or
Mutual Group to collect payment, then MRM or Mutual Group, as the case may be,
will assume the holder's rights as a holder of preferred securities under the
applicable trust agreement to the extent MRM or Mutual Group makes a payment to
the holder in any legal action.
The holders of at least a majority in liquidation amount of preferred
securities of a trust may waive any past event of default and its consequences.
Information Concerning Guarantee Trustee
In case an event of default shall occur and be continuing, the guarantee
trustee must exercise the same degree of care and skill as a prudent person
would exercise or use in the conduct of his or her own affairs. Before
proceeding to exercise any right or power under any guarantee agreement at the
direction of the holders of preferred securities, the guarantee trustee will be
entitled to receive from the holders reasonable security and indemnity against
the costs, expenses and liabilities that it might incur.
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Chase Manhattan Trust Company, N.A., which is the guarantee trustee, also
serves as the senior indenture trustee, the subordinated indenture trustee and
the property trustee for each trust. Chase Manhattan Bank Delaware, an
affiliate of Chase Manhattan Trust Company, N.A., serves as the Delaware
trustee for each trust.
Termination of the Preferred Securities Guarantees and MRM Trust Guarantees
Each preferred securities guarantee and MRM trust guarantee will terminate
once the preferred securities of the applicable trust are paid in full or
redeemed in full or upon distribution of the related junior subordinated notes
to the holders of the preferred securities of the trust in accordance with the
applicable trust agreement. Each preferred securities guarantee and MRM trust
guarantee will continue to be effective or will be reinstated if at any time
any holder of preferred securities of the applicable trust must restore payment
of any sums paid under the preferred securities, the preferred securities
guarantee or the MRM trust guarantee for the applicable trust.
Governing Law
Each preferred securities guarantee and MRM trust guarantee will be governed
by and construed in accordance with the laws of the State of New York, without
regard to the conflict of laws provisions thereof.
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RELATIONSHIP AMONG THE PREFERRED SECURITIES,
PREFERRED SECURITIES GUARANTEES
AND JUNIOR SUBORDINATED NOTES HELD BY THE TRUSTS
Payments due on the preferred securities of a trust, to the extent the
applicable trust has funds available for the payments, will be guaranteed by
the issuing company and by MRM, if applicable, to the extent described under
"Description of the Preferred Securities Guarantees and the MRM Trust
Guarantees." Payments due on junior subordinated notes issued by Mutual Group
to a trust will be guaranteed by MRM to the extent described under "Description
of Junior Subordinated Notes and the MRM Note Guarantees." No single document
executed by MRM or Mutual Group in connection with the issuance of the
preferred securities of a trust will provide for a full, irrevocable and
unconditional guarantee of the preferred securities of the trust. It is only
the combined operation of the issuing company's obligations under the
applicable preferred securities guarantee, trust agreement, subordinated
indenture and related junior subordinated notes and, if applicable, MRM's
obligations under the MRM note guarantee and the MRM trust guarantee that has
the effect of providing a full, irrevocable and unconditional guarantee by MRM
of each trust's obligations under its preferred securities.
As long as the issuing company makes payments of interest and other payments
when due on the junior subordinated notes held by a trust, the payments will be
sufficient to cover the payment of distributions and redemption and liquidation
payments due on the preferred securities of the trust, primarily because:
. the aggregate principal amount of the junior subordinated notes held by
the trust will be equal to the sum of the aggregate liquidation amounts
of the trust's preferred and common securities;
. the interest rate and interest and other payment dates on the junior
subordinated notes held by the trust will match the distribution rate and
distribution and other payment dates for the trust's preferred
securities;
. the issuing company and MRM, as guarantor, if applicable, have agreed to
pay for any and all costs, expenses and liabilities of the trust except
the trust's obligations under its preferred securities; and
. the applicable trust agreement provides that the trust will not engage in
any activity that is inconsistent with the limited purposes of the trust.
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PLAN OF DISTRIBUTION
MRM may sell the senior notes or the junior subordinated notes, Mutual Group
may sell the junior subordinated notes and each trust may sell its preferred
securities in one or more of the following ways from time to time:
. to underwriters for resale to the public or to institutional investors;
. through agents to the public or to institutional investors; or
. directly to institutional investors.
The prospectus supplement for each series of senior notes, junior
subordinated notes or preferred securities will set forth the terms of the
offering of those senior notes, junior subordinated notes or preferred
securities, including the name or names of any underwriters or agents. The
prospectus supplement for each series of senior notes, junior subordinated
notes or preferred securities will also set forth the purchase price of the
senior notes, junior subordinated notes or preferred securities, the proceeds
to MRM, Mutual Group or the applicable trust from the sale, any underwriting
discounts or agency fees and other items constituting underwriters' or agents'
compensation, the initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers and the securities exchange, if any, on
which the senior notes, junior subordinated notes or preferred securities may
be listed.
If underwriters participate in the sale, the senior notes, junior
subordinated notes or preferred securities will be acquired by the underwriters
for their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale.
Unless the applicable prospectus supplement states otherwise, the
obligations of the underwriters to purchase any series of senior notes, junior
subordinated notes or preferred securities will be subject to conditions
precedent and the underwriters will be obligated to purchase all of the series
of senior notes, junior subordinated notes or preferred securities if any are
purchased.
Underwriters and agents may be entitled under agreements entered into with
MRM, Mutual Group and/or a trust to indemnification against specific civil
liabilities, including liabilities under the Securities Act. Underwriters and
agents may engage in transactions with, or perform services for, us in the
ordinary course of business.
Each series of senior notes, junior subordinated notes or preferred
securities will be a new issue of securities and will have no established
trading market. Any underwriters to whom the senior notes, junior subordinated
notes or preferred securities are sold for public offering and sale may make a
market in those senior notes, junior subordinated notes or preferred
securities. However, those underwriters will not be obligated to do so and may
discontinue any market making at any time without notice.
EXPERTS
Ernst & Young, independent auditors, have audited MRM's consolidated
financial statements and schedules included in its 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. MRM's
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.
VALIDITY OF THE SECURITIES
Richards, Layton & Finger, P.A., Wilmington, Delaware, will pass upon the
validity of the preferred securities for each trust. Mayer, Brown & Platt,
Chicago, Illinois, will pass upon the validity of the junior subordinated notes
and the preferred securities guarantee for Mutual Group. Conyers Dill &
Pearman,
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Hamilton, Bermuda, will pass upon the validity of the senior notes, junior
subordinated notes, MRM note guarantee, MRM trust guarantee and preferred
securities guarantee for MRM. David J. Doyle, an associate with Conyers Dill &
Pearman, is a director of MRM. Debevoise & Plimpton, New York, New York, will
pass on certain legal matters for the agents or underwriters.
ENFORCEMENT OF CIVIL LIABILITIES
MRM is organized under the laws of Bermuda. In addition, some of its
directors and officers, as well as some of the experts named in this
prospectus, reside outside of the United States. A substantial portion of their
assets are located outside of the United States. If may be difficult for you to
effect service of process within the United States upon MRM's directors,
officers and experts who reside outside the United States or to enforce in the
United States judgments of U.S. courts obtained in actions against MRM or its
directors and officers, as well as the experts named in this prospectus, who
reside outside 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
predicted solely upon the federal securities laws, would, therefore, not be
automatically enforceable in Bermuda. A Bermuda court may impose civil
liability on MRM, or its directors or officers who reside in Bermuda, in a suit
brought in The Supreme Court of Bermuda against them 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.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
This prospectus is part of a registration statement that we filed with the
SEC. The registration statement, including the attached exhibits, contains
additional relevant information about MRM, Mutual Group and the trusts. The
rules and regulations of the SEC allow us to omit some of the information
included in the registration statement from this prospectus. In addition, MRM
files reports, proxy statements and other information with the SEC under the
Exchange Act. You can read and copy any of this information at the following
locations of the SEC:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-
2551
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. You may obtain information on the operation of
the SEC's Public Reference Room in Washington, D.C. by calling the SEC at 1-
800-SEC-0330.
The SEC also maintains an Internet web site that contains reports, proxy
statements and other information about issuers, like MRM, that file
electronically with the SEC. The address of that site is http://www.sec.gov.
The SEC file number for documents filed by MRM under the Exchange Act is 1-
10760.
MRM common stock is listed on the New York Stock Exchange and its stock
symbol is "MM." You can inspect reports, proxy statements and other information
concerning MRM at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
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Incorporation by Reference
The rules of the SEC allow us to incorporate by reference information into
this prospectus. The information incorporated by reference is considered to be
a part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. This prospectus
incorporates by reference the documents listed below:
(a) MRM's Quarterly Reports on Form 10-Q for the periods ended March 31,
1999, June 30, 1999 and September 30, 1999;
(b) MRM's Annual Report on Form 10-K for the year ended December 31, 1998;
(c) All documents filed by MRM 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.
Upon request, we will provide without charge to each person to whom a copy
of this prospectus has been delivered a copy of any and all of these filings.
You may request a copy of these filings by writing or telephoning us at:
Investor Relations Department
Mutual Risk Management
44 Church Street
P.O. Box HM 2064
Hamilton HM 12 Bermuda
(441) 295-5688
----------------
For North Carolina residents: MRM debt securities have not been approved or
disapproved by the Commissioner of Insurance of the State of North Carolina,
nor has the Commissioner of Insurance ruled upon the accuracy or adequacy of
this document.
Except as expressly provided in an underwriting agreement, no offered
securities may be offered or sold in Bermuda, although offers may be made from
outside Bermuda, and offers may only be accepted from persons resident in
Bermuda, for Bermuda exchange control purposes, where such offers have been
delivered outside of Bermuda. Persons resident in Bermuda, for Bermuda exchange
control purposes, may require the prior approval of the Bermuda Monetary
Authority in order to acquire any offered securities.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of issuance and distribution, other than underwriting
discounts and commissions, to be borne by us are as follows:
<TABLE>
<S> <C> <C>
Securities and Exchange Commission registration fee.......... $132,000
Trustee fees and expenses.................................... *
Printing expenses............................................ *
Legal fees and expenses...................................... *
Accounting fees and expenses................................. *
Blue Sky fees and expenses................................... *
Miscellaneous................................................ *
--------
Total.................................................... $ *
========
</TABLE>
- --------
* To be completed by amendment
Item 15. Indemnification of Officers and Directors.
MRM's Bye-Laws provide that it 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.
Mutual Group's By-Laws provide that it shall indemnify its officers,
directors, employees and agents to the extent permitted by the Delaware General
Corporation Law, referred to in this document as the DGCL. Under the DGCL, a
corporation may indemnify a director or officer who becomes a party to an
action, suit or proceeding because of his or her position as a director or
officer if (1) the director or officer acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interest of the
corporation and (2) if the action or proceeding involves a criminal offense,
the director or officer had no reasonable cause to believe his or her conduct
was unlawful.
II-1
<PAGE>
Item 16. Exhibits.
<TABLE>
<S> <C>
*1.1 Form of Underwriting Agreement (Senior Notes and Junior Subordinated
Notes).
*1.2 Form of Underwriting Agreement (Preferred Securities).
3.1 Memorandum of Association of MRM (incorporated by reference to MRM's
Registration Statement on Form S-1 (No. 33-40152)).
3.2 Bye-Laws of MRM (incorporated by reference to MRM's Registration Statement
on Form S-1 (No. 33-40152)).
3.3 Certificate of Incorporation of Mutual Group Ltd.
3.4 Bylaws of Mutual Group Ltd.
3.5 Certificate of Trust of MRM Capital Trust I.
3.6 Certificate of Trust of MRM Capital Trust II.
3.7 Certificate of Trust of MRM Capital Trust III.
*4.1 Form of Indenture for Senior Notes.
*4.2 Form of Indenture for Junior Subordinated Notes issued by MRM.
*4.3 Form of Indenture for Junior Subordinated Notes issued by Mutual Group.
*4.4 Form of Senior Note (included in Exhibit 4.1).
*4.5 Form of Junior Subordinated Note issued by MRM (included in Exhibit 4.2).
*4.6 Form of Junior Subordinated Note issued by Mutual Group (included in
Exhibit 4.3).
4.7 Trust Agreement of MRM Capital Trust I.
4.8 Trust Agreement of MRM Capital Trust II.
4.9 Trust Agreement of MRM Capital Trust III.
*4.10 Form of Amended and Restated Trust Agreement of MRM Capital Trust I.
*4.11 Form of Amended and Restated Trust Agreement of MRM Capital Trust II.
*4.12 Form of Amended and Restated Trust Agreement of MRM Capital Trust III.
*4.13 Form of Preferred Security (included in Exhibit 4.10, Exhibit 4.11 and
Exhibit 4.12).
*4.14 Form of Guarantee Agreement of MRM with respect to the preferred
securities issued by MRM Capital Trust I.
*4.15 Form of Guarantee Agreement of MRM with respect to the preferred
securities issued by MRM Capital Trust II.
*4.16 Form of Guarantee Agreement of MRM with respect to the preferred
securities issued by MRM Capital Trust III.
*4.17 Form of Guarantee Agreement of Mutual Group with respect to the preferred
securities issued by MRM Capital Trust I.
*4.18 Form of Guarantee Agreement of Mutual Group with respect to the preferred
securities issued by MRM Capital Trust II.
*4.19 Form of Guarantee Agreement of Mutual Group with respect to the preferred
securities issued by MRM Capital Trust III.
*5.1 Opinions of Richards, Layton & Finger, P.A., special Delaware counsel for
MRM, Mutual Group and each Trust.
*5.2 Opinion of Mayer, Brown & Platt, counsel for Mutual Group.
*5.3 Opinion of Conyers Dill & Pearman, counsel for MRM.
23.1 Consent of Ernst & Young.
*23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).
*23.3 Consent of Mayer, Brown & Platt (included in Exhibit 5.2).
*23.4 Consent of Conyers Dill & Pearman (included in Exhibit 5.3).
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
24.1 Powers of Attorney.
*25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Trustee under
the Indenture (Senior Notes).
*25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Trustee under
the Indenture (Junior Subordinated Notes issued by MRM).
*25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Trustee under
the Indenture (Junior Subordinated Notes issued by Mutual Group).
*25.4 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Property
Trustee for the Amended and Restated Trust Agreement of MRM Capital Trust
I.
*25.5 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Property
Trustee for the Amended and Restated Trust Agreement of MRM Capital Trust
II.
*25.6 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Property
Trustee for the Amended and Restated Trust Agreement of MRM Capital Trust
III.
*25.7 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Guarantee
Trustee under the Guarantee Agreement of MRM for the benefit of the
holders of Preferred Securities of MRM Capital Trust I.
*25.8 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Guarantee
Trustee under the Guarantee Agreement of MRM for the benefit of the
holders of Preferred Securities of MRM Capital Trust II.
*25.9 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Guarantee
Trustee under the Guarantee Agreement of MRM for the benefit of the
holders of Preferred Securities of MRM Capital Trust III.
*25.10 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Guarantee
Trustee under the Guarantee Agreement of Mutual Group for the benefit of
the holders of Preferred Securities of MRM Capital Trust I.
*25.11 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Guarantee
Trustee under the Guarantee Agreement of Mutual Group for the benefit of
the holders of Preferred Securities of MRM Capital Trust II.
*25.12 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939
of Chase Manhattan Trust Company, National Association, as Guarantee
Trustee under the Guarantee Agreement of Mutual Group for the benefit of
the holders of Preferred Securities of MRM Capital Trust III.
</TABLE>
- --------
* To be filed by amendment
II-3
<PAGE>
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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 the 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 end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(c) 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 (a) and (b) do not apply if 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 SEC by the registrants pursuant
to Section 13 or Section 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 post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered in the post-
effective amendment, and the offering of those securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of MRM's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered in this registration statement, and the
offering of those securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustees to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the SEC under Section 305(b)(2) of the Securities Act.
(6) To provide to the underwriter at the closing specified in the
underwriting agreements certificates in such denominations and registered
in the names as required by the underwriter to permit prompt delivery to
each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the SEC
this type of indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against these types of liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by any 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 the asserted indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of the issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mutual Risk
Management Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Hamilton, Bermuda on the 8th day of February, 2000.
Mutual Risk Management Ltd.
By: /s/ James C. Kelly
___________________________________
James C. Kelly
Chief Financial Officer
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 8th day of February, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Robert A. Mulderig* Chairman and Chief Executive Officer
___________________________________________ (Principal Executive Officer)
Robert A. Mulderig
/s/ John Kessock, Jr.* President, Director and Authorized
___________________________________________ U.S. Representative
John Kessock, Jr.
/s/ Richard G. Turner* Executive Vice President and Director
___________________________________________
Richard G. Turner
/s/ Glenn R. Partridge* Executive Vice President and Director
___________________________________________
Glenn R. Partridge
/s/ James C. Kelly Chief Financial Officer
___________________________________________ (Principal Financial and Accounting
James C. Kelly Officer)
/s/ Roger E. Dailey* Director
___________________________________________
Roger E. Dailey
/s/ David J. Doyle* Director
___________________________________________
David J. Doyle
/s/ Arthur E. Engel* Director
___________________________________________
Arthur E. Engel
/s/ Allan W. Fulkerson* Director
___________________________________________
Allan W. Fulkerson
/s/ William F. Galtney, Jr.* Director
___________________________________________
William F. Galtney, Jr.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Director
___________________________________________
Beverly H. Patrick
/s/ Jerry S. Rosenbloom* Director
___________________________________________
Jerry S. Rosenbloom
Director
___________________________________________
Joseph D. Sargent
/s/ Norman L. Rosenthal* Director
___________________________________________
</TABLE> Norman L. Rosenthal
/s/ James C. Kelly
*By: ________________________________
James C. Kelly, Attorney-in-Fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mutual Group
Ltd. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, therewith duly
authorized, in Hamilton, Bermuda on the 8th day of February, 2000.
Mutual Group Ltd.
/s/ James C. Kelly
By: _________________________________
James C. Kelly
Vice President and Controller
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 8th day of February, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John Kessock, Jr.* President & Director
___________________________________________ (Principal Executive Officer)
John Kessock, Jr.
/s/ James C. Kelly Vice President & Controller
___________________________________________ (Principal Financial and Accounting
James C. Kelly Officer)
/s/ Robert A. Mulderig* Director
___________________________________________
Robert A. Mulderig
/s/ Richard G. Turner* Director
___________________________________________
</TABLE> Richard G. Turner
/s/ James C. Kelly
*By: ________________________________
James C. Kelly, Attorney-in-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of MRM
Capital Trust I, MRM Capital Trust II and MRM Capital Trust III certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Hamilton,
Bermuda, on the 8th day of February, 2000.
MRM Capital Trust I
By: Mutual Group Ltd. as Depositor
/s/ James C. Kelly
By: _________________________________
James C. Kelly Vice President and
Controller
MRM Capital Trust II
By: Mutual Group Ltd. as Depositor
/s/ James C. Kelly
By: _________________________________
James C. Kelly
Vice President and Controller
MRM Capital Trust III
By: Mutual Group Ltd. as Depositor
/s/ James C. Kelly
By: _________________________________
James C. Kelly
Vice President and Controller
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S> <C>
*1.1 Form of Underwriting Agreement (Senior Notes and Junior
Subordinated Notes).
*1.2 Form of Underwriting Agreement (Preferred Securities).
3.1 Memorandum of Association of MRM (incorporated by reference to
MRM's Registration Statement on Form S-1 (No. 33-40152)).
3.2 Bye-Laws of MRM (incorporated by reference to MRM's Registration
Statement on Form S-1 (No. 33-40152)).
3.3 Certificate of Incorporation of Mutual Group Ltd.
3.4 Bylaws of Mutual Group Ltd.
3.5 Certificate of Trust of MRM Capital Trust I.
3.6 Certificate of Trust of MRM Capital Trust II.
3.7 Certificate of Trust of MRM Capital Trust III.
*4.1 Form of Indenture for Senior Notes.
*4.2 Form of Indenture for Junior Subordinated Notes issued by MRM.
*4.3 Form of Indenture for Junior Subordinated Notes issued by Mutual
Group.
*4.4 Form of Senior Note (included in Exhibit 4.1).
*4.5 Form of Junior Subordinated Note issued by MRM (included in
Exhibit 4.2).
*4.6 Form of Junior Subordinated Note issued by Mutual Group (included
in Exhibit 4.3).
4.7 Trust Agreement of MRM Capital Trust I.
4.8 Trust Agreement of MRM Capital Trust II.
4.9 Trust Agreement of MRM Capital Trust III.
*4.10 Form of Amended and Restated Trust Agreement of MRM Capital Trust
I.
*4.11 Form of Amended and Restated Trust Agreement of MRM Capital Trust
II.
*4.12 Form of Amended and Restated Trust Agreement of MRM Capital Trust
III.
*4.13 Form of Preferred Security (included in Exhibit 4.10, Exhibit
4.11 and Exhibit 4.12).
*4.14 Form of Guarantee Agreement of MRM with respect to the preferred
securities issued by MRM Capital Trust I.
*4.15 Form of Guarantee Agreement of MRM with respect to the preferred
securities issued by MRM Capital Trust II.
*4.16 Form of Guarantee Agreement of MRM with respect to the preferred
securities issued by MRM Capital Trust III.
*4.17 Form of Guarantee Agreement of Mutual Group with respect to the
preferred securities issued by MRM Capital Trust I.
*4.18 Form of Guarantee Agreement of Mutual Group with respect to the
preferred securities issued by MRM Capital Trust II.
*4.19 Form of Guarantee Agreement of Mutual Group with respect to the
preferred securities issued by MRM Capital Trust III.
*5.1 Opinions of Richards, Layton & Finger, P.A., special Delaware
counsel for MRM, Mutual Group and each Trust.
*5.2 Opinion of Mayer, Brown & Platt, counsel for Mutual Group.
*5.3 Opinion of Conyers Dill & Pearman, counsel for MRM.
23.1 Consent of Ernst & Young
</TABLE>
II-9
<PAGE>
<TABLE>
<C> <S> <C>
*23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibit
5.1).
*23.3 Consent of Mayer, Brown & Platt (included in Exhibit 5.2).
*23.4 Consent of Conyers Dill & Pearman (included in Exhibit 5.3)
*24.1 Powers of Attorney.
*25.1 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Trustee under the Indenture (Senior Notes).
*25.2 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Trustee under the Indenture (Junior Subordinated
Notes issued by MRM).
*25.3 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Trustee under the Indenture (Junior Subordinated
Notes issued by Mutual Group).
*25.4 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Property Trustee for the Amended and Restated
Trust Agreement of MRM Capital Trust I.
*25.5 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Property Trustee for the Amended and Restated
Trust Agreement of MRM Capital Trust II.
*25.6 Statement of Eligibility, on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Property Trustee for the Amended and Restated
Trust Agreement of MRM Capital Trust III.
*25.7 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Guarantee Trustee under the Guarantee Agreement
of MRM for the benefit of the holders of Preferred Securities of
MRM Capital Trust I.
*25.8 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Guarantee Trustee under the Guarantee Agreement
of MRM for the benefit of the holders of Preferred Securities of
MRM Capital Trust II.
*25.9 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Guarantee Trustee under the Guarantee Agreement
of MRM for the benefit of the holders of Preferred Securities of
MRM Capital Trust III.
*25.10 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Guarantee Trustee under the Guarantee Agreement
of Mutual Group for the benefit of the holders of Preferred
Securities of MRM Capital Trust I.
*25.11 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Guarantee Trustee under the Guarantee Agreement
of Mutual Group for the benefit of the holders of Preferred
Securities of MRM Capital Trust II.
*25.12 Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939 of Chase Manhattan Trust Company, National
Association, as Guarantee Trustee under the Guarantee Agreement
of Mutual Group for the benefit of the holders of Preferred
Securities of MRM Capital Trust III.
</TABLE>
- --------
* To be filed by amendment
II-10
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The Aneco Group of America, Inc., (the "Corporation"), a Delaware
corporation, does hereby certify:
FIRST: That the Board of Directors of the corporation by the unanimous
written consent dated December 31, 1986, of its members, duly adopted the
following resolution:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the First Article thereof so that, as amended said
Article shall be and read as follows:
"The name of the corporation is Mutual Group, Ltd."
SECOND, that thereafter MUTUAL RISK MANAGEMENT, LTD., the sole shareholder
of the corporation, by written consent approved the proposed amendment to the
Certificate of Incorporation by written consent dated December 31, 1986.
THIRD, that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its President, Francis J. Mulderig, and attested by its Secretary,
Robert A. Mulderig, this 31 day of December, 1986.
By: /s/ Francis J. Mulderig
_______________________________
Francis J. Mulderig, President
ATTEST:
By: /s/ Robert A. Mulderig
________________________________
Robert A. Mulderig, Secretary
<PAGE>
CERTIFICATE OF INCORPORATION
OF
THE ANECO GROUP OF AMERICA, INC.
* * * * *
1. The name of the corporation is
THE ANECO GROUP OF AMERICA, INC.
2. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000); all of such shares shall be
without par value.
5. The name and mailing address of each incorporator is as follows:
<PAGE>
NAME MAILING ADDRESS
---- ---------------
W. J. Reif 100 West Tenth Street
Wilmington, Delaware 19801
B. A. Schuman 100 West Tenth Street
Wilmington, Delaware 19801
M. A. Ferrucci 100 West Tenth Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
<PAGE>
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 30th day of
August, 1979.
W. J. Reif
-------------------------------------
W. J. Reif
B. A. Schuman
-------------------------------------
B. A. Schuman
M. A. Ferrucci
-------------------------------------
M. A. Ferrucci
<PAGE>
THE ANECO GROUP OF AMERICA, INC.
---oo0oo---
B Y - L A W S
---oo0oo---
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of New York, State of New York, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other
<PAGE>
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1980, shall be held on the third Friday of May if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 10:00 A. M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of
<PAGE>
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meting, either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
<PAGE>
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide
<PAGE>
any question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than
<PAGE>
unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than three nor more than nine. The first board shall
consist of three directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the
<PAGE>
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the
<PAGE>
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on three days' notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present
<PAGE>
at any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be present at any meeting of
the board of directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution
<PAGE>
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.
In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless
<PAGE>
the resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the cer-
<PAGE>
tificate of incorporation or by law, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
<PAGE>
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice-
presidents, a secretary and a treasurer.
Section 3. The board of directors nay appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may
<PAGE>
be removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the corporation shall be
filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be therwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporazion (sic).
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when
<PAGE>
so acting, shall have all the powers of and be subject to all the restrictions
upon the president. The vice-presidents shall perform such other duties and have
such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order deter-
<PAGE>
mined by the board of directors (or if there be no such determination, then
in the order of their election) shall, in the absence of the secretary or in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the secretary and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed
<PAGE>
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restorazion (sic) to the corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
Section l. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a vice-
president and the treasurer or an assistant treasurer, or the secretary
<PAGE>
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation.
Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may
<PAGE>
be made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record en-
<PAGE>
titled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board of directors may
fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of
<PAGE>
the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
<PAGE>
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate of
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment,
<PAGE>
repeal or adoption of new by-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal by-laws is
conferred upon the board of directors by the certificate of incorporation
it shall not divest or limit the power of the stockholders to adopt, amend
or repeal by-laws.
<PAGE>
EXHIBIT 3.5
CERTIFICATE OF TRUST
OF
MRM CAPITAL TRUST I
This Certificate of Trust of MRM Capital Trust I (the "Trust"), dated
February 3, 2000, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801, et seq.) (the "Act").
- ------- ------
1. Name. The name of the business trust formed by this Certificate
----
of Trust is MRM Capital Trust I.
2. Delaware Trustee. The name and business address of the trustee
----------------
of the Trust with its principal place of business in the State of Delaware are
Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective
--------------
upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust in accordance with Section 3811(a)(1) of
the Act.
CHASE MANHATTAN BANK DELAWARE, not in its
individual capacity but solely as trustee
By: /s/ Denis Kelly
------------------------------------
Name: Denis Kelly
Title: Assistant Vice President
CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual capacity
but solely as trustee
By: /s/ Karen Vera
------------------------------------
Name: Karen Vera
Title: Assistant Vice President
<PAGE>
EXHIBIT 3.6
CERTIFICATE OF TRUST
OF
MRM CAPITAL TRUST II
This Certificate of Trust of MRM Capital Trust II (the "Trust"), dated
February 3, 2000, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801, et seq.) (the "Act").
- ------ -- ---
1. Name. The name of the business trust formed by this Certificate
----
of Trust is MRM Capital Trust II.
2. Delaware Trustee. The name and business address of the trustee
----------------
of the Trust with its principal place of business in the State of Delaware are
Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective
--------------
upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust in accordance with Section 3811(a)(1) of
the Act.
CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but solely as trustee
By: /s/ Denis Kelly
____________________________________
Name: Denis Kelly
Title: Assistant Vice President
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, not in its individual
capacity but solely as trustee
By: /s/ Karen Vera
____________________________________
Name: Karen Vera
Title: Assistant Vice President
<PAGE>
EXHIBIT 3.7
CERTIFICATE OF TRUST
OF
MRM CAPITAL TRUST III
This Certificate of Trust of MRM Capital Trust III (the "Trust"),
dated February 3, 2000, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801, et seq.) (the "Act").
- ------- -- ---
1. Name. The name of the business trust formed by this Certificate
----
of Trust is MRM Capital Trust III.
2. Delaware Trustee. The name and business address of the trustee
----------------
of the Trust with its principal place of business in the State of Delaware are
Chase Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801,
Attention: Corporate Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective
--------------
upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust in accordance with Section 3811(a)(1) of
the Act.
CHASE MANHATTAN BANK DELAWARE, not
in its individual capacity but solely as trustee
By: /s/ Denis Kelly
____________________________________
Name: Denis Kelly
Title: Assistant Vice President
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, not in its individual
capacity but solely as trustee
By: /s/ Karen Vera
____________________________________
Name: Karen Vera
Title: Assistant Vice President
<PAGE>
EXHIBIT 4.7
TRUST AGREEMENT
OF
MRM CAPITAL TRUST I
THIS TRUST AGREEMENT OF MRM CAPITAL TRUST I is dated as of February 3, 2000
(this "Trust Agreement"), by and among Mutual Group Ltd., a Delaware
corporation, as depositor (the "Depositor"), Chase Manhattan Trust Company,
National Association, a national association, as trustee (the "Property
Trustee"), and Chase Manhattan Bank Delaware, a Delaware banking corporation, as
trustee (the "Delaware Trustee") (jointly with the Property Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "MRM Capital Trust I" (the
"Trust"), in which name the Trustees or the Depositor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
-------
(S) 3801, et seq. (the "Business Trust Act"), and that this document constitute
------
the governing instrument of the Trust. The Trustees are hereby authorized and
directed to execute and file a certificate of trust with the Secretary of State
of the State of Delaware in such form as the Trustees may approve.
3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustees shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise contemplated by this Trust Agreement, required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.
4. The Depositor, as depositor of the Trust, is hereby authorized (i) to
prepare and file with the Securities and Exchange Commission (the "Commission")
and to execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the preferred securities of the
Trust required to be filed pursuant to the 1933 Act, and (c) a Registration
Statement on Form 8-A or other appropriate form (the "1934 Act Registration
Statement"), including all pre-effective and post-effective amendments thereto,
relating to the registration of the preferred securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) if and at such time as
determined by the Depositor, to file with the New York
<PAGE>
Stock Exchange or other exchange, or the National Association of Securities
Dealers ("NASD"), and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the preferred securities
of the Trust to be listed on the New York Stock Exchange or such other exchange,
or the NASD's Nasdaq National Market; (iii) to file and execute on behalf of the
Trust, such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
that shall be necessary or desirable to register the preferred securities of the
Trust under the securities or "blue sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository relating to the preferred securities of the Trust; and (v) to
execute, deliver and perform on behalf of the Trust an underwriting agreement
with one or more underwriters relating to the offering of the preferred
securities of the Trust.
In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "blue sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "blue sky" laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law.
Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any trustee of the Trust at any time. Any trustee of the Trust may resign
upon thirty days' prior notice to the Depositor.
7. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Depositor shall not be required to indemnify any Indemnified
Person
<PAGE>
for any Expenses which are a result of the willful misconduct, bad faith or
gross negligence of such Indemnified Person.
8. The Trust may be dissolved and terminated before the issuance of the
preferred securities of the Trust at the election of the Depositor.
9. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles ).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
MUTUAL GROUP LTD., as Depositor
By: /s/ James C. Kelly
_____________________________
Name: James C. Kelly
Title: Vice President, Controller
CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
as Property Trustee
By: /s/ Karen Vera
____________________________
Name: Karen Vera
Title: Assistant Vice President
CHASE MANHATTAN BANK
DELAWARE, as Delaware Trustee
By: /s/ Denis Kelly
_____________________________
Name: Denis Kelly
Title: Assistant Vice President
<PAGE>
EXHIBIT 4.8
TRUST AGREEMENT
OF
MRM CAPITAL TRUST II
THIS TRUST AGREEMENT OF MRM CAPITAL TRUST II is dated as of February 3,
2000 (this "Trust Agreement"), by and among Mutual Group Ltd., a Delaware
corporation, as depositor (the "Depositor"), Chase Manhattan Trust Company,
National Association, a national association, as trustee (the "Property
Trustee"), and Chase Manhattan Bank Delaware, a Delaware banking corporation, as
trustee (the "Delaware Trustee") (jointly with the Property Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "MRM Capital Trust II" (the
"Trust"), in which name the Trustees or the Depositor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
------
(S) 3801, et seq. (the "Business Trust Act"), and that this document
-- ---
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in such form as the Trustees may
approve.
3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustees shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise contemplated by this Trust Agreement, required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.
4. The Depositor, as depositor of the Trust, is hereby authorized (i) to
prepare and file with the Securities and Exchange Commission (the "Commission")
and to execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the preferred securities of the
Trust required to be filed pursuant to the 1933 Act, and (c) a Registration
Statement on Form 8-A or other appropriate form (the "1934 Act Registration
Statement"), including all pre-effective and post-effective amendments thereto,
relating to the registration of the preferred securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) if and at such time as
determined by the Depositor, to file with the New York
<PAGE>
Stock Exchange or other exchange, or the National Association of Securities
Dealers ("NASD"), and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the preferred securities
of the Trust to be listed on the New York Stock Exchange or such other exchange,
or the NASD's Nasdaq National Market; (iii) to file and execute on behalf of the
Trust, such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
that shall be necessary or desirable to register the preferred securities of the
Trust under the securities or "blue sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository relating to the preferred securities of the Trust; and (v) to
execute, deliver and perform on behalf of the Trust an underwriting agreement
with one or more underwriters relating to the offering of the preferred
securities of the Trust.
In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "blue sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "blue sky" laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law.
Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any trustee of the Trust at any time. Any trustee of the Trust may resign
upon thirty days' prior notice to the Depositor.
7. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Depositor shall not be required to indemnify any Indemnified
Person
<PAGE>
for any Expenses which are a result of the willful misconduct, bad faith or
gross negligence of such Indemnified Person.
8. The Trust may be dissolved and terminated before the issuance of the
preferred securities of the Trust at the election of the Depositor.
9. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
MUTUAL GROUP LTD., as Depositor
By: /s/ James C. Kelly
_______________________________________
Name: James C. Kelly
Title: Vice President, Controller
CHASE MANHATTAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Property Trustee
By: /s/ Karen Vera
_______________________________________
Name: Karen Vera
Title: Assistant Vice President
CHASE MANHATTAN BANK
DELAWARE, as Delaware Trustee
By: /s/ Denis Kelly
_______________________________________
Name: Denis Kelly
Title: Assistant Vice President
<PAGE>
EXHIBIT 4.9
TRUST AGREEMENT
OF
MRM CAPITAL TRUST III
THIS TRUST AGREEMENT OF MRM CAPITAL TRUST III is dated as of February 3,
2000 (this "Trust Agreement"), by and among Mutual Group Ltd., a Delaware
corporation, as depositor (the "Depositor"), Chase Manhattan Trust Company,
National Association, a national association, as trustee (the "Property
Trustee"), and Chase Manhattan Bank Delaware, a Delaware banking corporation, as
trustee (the "Delaware Trustee") (jointly with the Property Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "MRM Capital Trust III"
(the "Trust"), in which name the Trustees or the Depositor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a business trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
------
(S) 3801, et seq. (the "Business Trust Act"), and that this document
-- ---
constitute the governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of trust with the
Secretary of State of the State of Delaware in such form as the Trustees may
approve.
3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustees shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise contemplated by this Trust Agreement, required by applicable
law or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.
4. The Depositor, as depositor of the Trust, is hereby authorized (i) to
prepare and file with the Securities and Exchange Commission (the "Commission")
and to execute, in the case of the 1933 Act Registration Statement and 1934 Act
Registration Statement (as herein defined), on behalf of the Trust, (a) a
Registration Statement (the "1933 Act Registration Statement"), including all
pre-effective and post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the preferred securities of the
Trust required to be filed pursuant to the 1933 Act, and (c) a Registration
Statement on Form 8-A or other appropriate form (the "1934 Act Registration
Statement"), including all pre-effective and post-effective amendments thereto,
relating to the registration of the preferred securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) if and at such time as
determined by the Depositor, to file with the New York
<PAGE>
Stock Exchange or other exchange, or the National Association of Securities
Dealers ("NASD"), and execute on behalf of the Trust a listing application and
all other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the preferred securities
of the Trust to be listed on the New York Stock Exchange or such other exchange,
or the NASD's Nasdaq National Market; (iii) to file and execute on behalf of the
Trust, such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
that shall be necessary or desirable to register the preferred securities of the
Trust under the securities or "blue sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable; (iv) to
execute and deliver letters or documents to, or instruments for filing with, a
depository relating to the preferred securities of the Trust; and (v) to
execute, deliver and perform on behalf of the Trust an underwriting agreement
with one or more underwriters relating to the offering of the preferred
securities of the Trust.
In the event that any filing referred to in this Section 4 is required by
the rules and regulations of the Commission, the New York Stock Exchange or
other exchange, NASD, or state securities or "blue sky" laws to be executed on
behalf of the Trust by the Trustees, the Trustees, in their capacity as trustees
of the Trust, are hereby authorized to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that the
Trustees, in their capacity as trustees of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, NASD, or state securities or "blue sky" laws.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law.
Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any trustee of the Trust at any time. Any trustee of the Trust may resign
upon thirty days' prior notice to the Depositor.
7. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fees
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are
imposed upon or asserted at any time against such Indemnified Persons with
respect to the performance of this Trust Agreement, the creation, operation or
termination of the Trust or the transactions contemplated hereby; provided,
however, that the Depositor shall not be required to indemnify any Indemnified
Person
-2-
<PAGE>
for any Expenses which are a result of the willful misconduct, bad faith or
gross negligence of such Indemnified Person.
8. The Trust may be dissolved and terminated before the issuance of the
preferred securities of the Trust at the election of the Depositor.
9. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
MUTUAL GROUP LTD., as Depositor
By: /s/ James C. Kelly
_______________________________________
Name: James C. Kelly
Title: Vice President, Controller
CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
as Property Trustee
By: /s/ Karen Vera
_______________________________________
Name: Karen Vera
Title: Assistant Vice President
CHASE MANHATTAN BANK
DELAWARE, as Delaware Trustee
By: /s/ Denis Kelly
_______________________________________
Name: Denis Kelly
Title: Assistant Vice President
-3-
<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 on Form S-3 dated February 8, 2000 and related Prospectus
of Mutual Risk Management Ltd. for the registration of guarantees by Mutual Risk
Management Ltd. and Mutual Group Ltd. and $500,000,000 allocated among senior
notes and junior subordinated notes of Mutual Risk Management Ltd., junior
subordinated notes of Mutual Group Ltd. and preferred securities of MRM Capital
Trust I, MRM Capital Trust II and MRM Capital Trust III 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.
/s/ Ernst & Young
Hamilton, Bermuda
February 8, 2000
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ Norman L. Rosenthal
----------------------------
Norman L. Rosenthal
Director
Dated: January 27, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ William F. Galtney, Jr.
--------------------------------
William F. Galtney, Jr.
Director
Dated: 1-27-00
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig and
Richard E. O'Brien his attorney and agent to execute on his behalf and in his
name and in the capacity set forth below, a Registration Statement on Form S-3
relating to the sale of Debt Securities, Trust Securities, Preferred Shares,
Guarantees and similar securities and any amendment or amendments thereto, for
filing with the United States Securities and Exchange Commission under the
Securities Act of 1933 (the "Act"), and to do or cause to be done such other
acts and to execute such other documents which said attorneys and agents may
deem necessary or advisable to enable the Company to comply with the Act and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof.
/s/ James C. Kelly
------------------------
James C. Kelly
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ Glenn R. Partridge
------------------------------
Glenn R. Partridge
Director
Dated: 1/25/00
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of James C. Kelly and
Richard E. O'Brien his attorney and agent to execute on his behalf and in his
name and in the capacity set forth below, a Registration Statement on Form S-3
relating to the sale of Debt Securities, Trust Securities, Preferred Shares,
Guarantees and similar securities and any amendment or amendments thereto, for
filing with the United States Securities and Exchange Commission under the
Securities Act of 1933 (the "Act"), and to do or cause to be done such other
acts and to execute such other documents which said attorneys and agents may
deem necessary or advisable to enable the Company to comply with the Act and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof.
/s/ Robert A. Mulderig
------------------------------
Robert A. Mulderig
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof.
/s/ Allan W. Fulkerson
------------------------------------
Allan W. Fulkerson
Director
Dated: Jan 25, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ David J. Doyle, J.P.
-------------------------------
David J. Doyle, J.P.
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act
and any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof.
/s/ Richard G. Turner
------------------------------------
Richard G. Turner
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ John Kessock, Jr.
------------------------------------
John Kessock, Jr.
Director
Dated: January 27, 2000
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig,
James C. Kelly and Richard E. O'Brien his attorney and agent to execute on his
behalf and in his name and in the capacity set forth below, a Registration
Statement on Form S-3 relating to the sale of Debt Securities, Trust Securities,
Preferred Shares, Guarantees and similar securities and any amendment or
amendments thereto, for filing with the United States Securities and Exchange
Commission under the Securities Act of 1933 (the "Act"), and to do or cause to
be done such other acts and to execute such other documents which said attorneys
and agents may deem necessary or advisable to enable the Company to comply with
the Act and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof.
/s/ Arthur E. Engel
---------------------------------
Arthur E. Engel
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ Beverly Patrick
--------------------------------
Beverly Patrick
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Group Ltd., a company organized under the laws of Delaware
(the "Company"), hereby appoints each of James C. Kelly and Richard E. O'Brien
his attorney and agent to execute on his behalf and in his name and in the
capacity set forth below, a Registration Statement on Form S-3 relating to the
sale of Debt Securities, Trust Securities, Preferred Shares, Guarantees and
similar securities and any amendment or amendments thereto, for filing with the
United States Securities and Exchange Commission under the Securities Act of
1933 (the "Act"), and to do or cause to be done such other acts and to execute
such other documents which said attorneys and agents may deem necessary or
advisable to enable the Company to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
/s/ Richard G. Turner
---------------------
Richard G. Turner
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Group Ltd., a company organized under the laws of Delaware
(the "Company"), hereby appoints each of James C. Kelly and Richard E. O'Brien
his attorney and agent to execute on his behalf and in his name and in the
capacity set forth below, a Registration Statement on Form S-3 relating to the
sale of Debt Securities, Trust Securities, Preferred Shares, Guarantees and
similar securities and any amendment or amendments thereto, for filing with the
United States Securities and Exchange Commission under the Securities Act of
1933 (the "Act"), and to do or cause to be done such other acts and to execute
such other documents which said attorneys and agents may deem necessary or
advisable to enable the Company to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
/s/ John Kessock, Jr.
---------------------
John Kessock, Jr.
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ Roger E. Dailey
---------------------
Roger E. Dailey
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Group Ltd., a company organized under the laws of Delaware
(the "Company"), hereby appoints each of James C. Kelly and Richard E. O'Brien
his attorney and agent to execute on his behalf and in his name and in the
capacity set forth below, a Registration Statement on Form S-3 relating to the
sale of Debt Securities. Trust Securities, Preferred Shares, Guarantees and
similar securities and any amendment or amendments thereto, for filing with the
United States Securities and Exchange Commission under the Securities Act of
1933 (the "Act"), and to do or cause to be done such other acts and to execute
such other documents which said attorneys and agents may deem necessary or
advisable to enable the Company to comply with the Act and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof.
/s/ Robert A. Mulderig
-------------------
Robert A. Mulderig
Director
Dated:
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Mutual Risk Management Ltd., a company organized under the laws of
Bermuda (the "Company"), hereby appoints each of Robert A. Mulderig, James C.
Kelly and Richard E. O'Brien his attorney and agent to execute on his behalf and
in his name and in the capacity set forth below, a Registration Statement on
Form S-3 relating to the sale of Debt Securities, Trust Securities, Preferred
Shares, Guarantees and similar securities and any amendment or amendments
thereto, for filing with the United States Securities and Exchange Commission
under the Securities Act of 1933 (the "Act"), and to do or cause to be done such
other acts and to execute such other documents which said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations or requirements of the Securities and Exchange Commission
in respect thereof.
/s/ Jerry S. Rosenbloom
---------------------
Jerry S. Rosenbloom
Director
Dated:
