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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER
December 31, 1997 1-10777
Ambac Financial Group, Inc.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3621676
(State of incorporation) (I.R.S. employer identification no.)
ONE STATE STREET PLAZA
NEW YORK, NEW YORK 10004
(Address of principal executive offices) (Zip code)
(212) 668-0340
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, $0.01 PER SHARE AND
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 15, 1998 was $3,956,113,609 (based upon the closing price
of the Registrant's shares of the New York Stock Exchange on March 15, 1998,
which was $56.625). For purposes of this information, the outstanding shares of
Common Stock which were owned by all directors and executive officers of the
Registrant were deemed to be shares of Common Stock held by affiliates.
As of March 15, 1998, 70,110,811 shares of Common Stock, par value $0.01 per
share, (net of 569,573 treasury shares) were outstanding.
Documents Incorporated By Reference
Portions of the Registrant's Annual Report to Stockholders for the year
ended December 31, 1997 are incorporated by reference into Parts II and IV
hereof. Portions of the Registrant's Proxy Statement dated March 31, 1998 in
connection with the Annual Meeting of Stockholders to be held on May 13, 1998
are incorporated by reference into Part III hereof.
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This Amendment to the Report on Form 10-K of Ambac Financial
Group, Inc. for the year ended December 31, 1997 reflects
the inclusion of the Index to Exhibits.
TABLE OF CONTENTS
Page
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Signatures............................................... 36
Index to Exhibits........................................ I-1
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SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMBAC FINANCIAL GROUP, INC.
(Registrant)
Dated: March 31, 1998 By: /s/ Frank J. Bivona
Name: Frank J. Bivona
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
- ------------------------------------------ ------------------------------------ -----------------------
<S> <C> <C>
Phillip B. Lassiter* Chairman, President March 31, 1998
- ------------------------------------------ and Chief Executive Officer
Phillip B. Lassiter and Director (Principal Executive
Officer)
/s/ Frank J. Bivona Executive Vice President, March 31, 1998
- ------------------------------------------ Chief Financial Officer and
Frank J. Bivona Treasurer (Principal Financial
and Accounting Officer)
Michael A. Callen* Director March 31, 1998
- ------------------------------------------
Michael A. Callen
Renso L. Caporali* Director March 31, 1998
- ------------------------------------------
Renso L. Caporali
Richard Dulude* Director March 31, 1998
- ------------------------------------------
Richard Dulude
W. Grant Gregory* Director March 31, 1998
- ------------------------------------------
W. Grant Gregory
C. Roderick O'Neil* Director March 31, 1998
- ------------------------------------------
C. Roderick O'Neil
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* Frank J. Bivona, by signing his name hereto, does hereby sign this Annual
report on Form 10-K/A on behalf of each of the directors and officers of the
Registrant after whose typed names asterisks appear pursuant to powers of
attorney duly executed by such directors and officers and filed with the
Securities and Exchange Commission as exhibits to this report.
By: /s/ Frank J. Bivona
---------------------------------
Frank J. Bivona
Attorney-in-fact
36
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Index to Exhibits
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<CAPTION>
Exhibit Number Description
- ---------------- -----------
<S> <C>
3.02 By-laws of the Company, as amended through January 28, 1998.
4.01 Definitive Engraved Stock Certificate representing shares of Common Stock.
10.01 Second Amended and Restated Employment Agreement dated as of December 2, 1997,
between the Company and Phillip B. Lassiter.
10.03* Ambac Financial Group, Inc. 1997 Equity Plan, amended as of October 28, 1997.
10.08* Form of Amended and Restated Management Retention Agreement dated as of
December 2, 1997.
10.10* Amendment Number 1 to the Ambac Financial Group, Inc. Non-Qualified Savings
Incentive Plan effective as of April 30, 1997.
10.12* Amendment Number 1 to the Ambac Financial Group, Inc. Excess Benefits Pension
Plan effective as of April 30, 1997.
10.18 Amendment Number 1 to the Ambac Financial Group, Inc. Supplemental Pension Plan
effective as of April 30, 1997.
10.20 Amendment to Lease Agreement dated August 1, 1997 between South Ferry Building
Company and Ambac Assurance Corporation.
10.28 Amendment No. 5 to the Deutsche Bank Credit Agreement, dated as of December 2,
1997, between Ambac Assurance Corporation and Deutsche Bank AG, New York
Branch, Individually and as Agent.
12.01 Statement re computation of ratios.
13.01 Annual Report to Stockholders for the fiscal year ended December 31, 1997.
(Furnished for the information of the Securities and Exchange Commission and
not deemed "filed" as part of this Form 10-K except for those portions which
are expressly incorporated by reference.)
21.01 List of Subsidiaries of Ambac Financial Group, Inc.
24.01 Power of Attorney from Phillip B. Lassiter.
24.02 Power of Attorney from Frank J. Bivona.
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* Management contract or compensatory plan, contract or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
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<CAPTION>
<S> <C>
24.03 Power of Attorney from Michael A. Callen.
24.04 Power of Attorney from Renso L. Caporali.
24.05 Power of Attorney from Richard Dulude.
24.06 Power of Attorney from W. Grant Gregory.
24.07 Power of Attorney from C. Roderick O'Neil.
27.00 Financial Data Schedule.
99.01 Ambac Assurance Corporation and Subsidiaries Consolidated Financial Statements
(with independent auditors' report thereon) as of December 31, 1997 and 1996.
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