As filed with the Securities and Exchange Commission on July 1, 1996
Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CapMAC Holdings Inc.
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 6749 113-3670828
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) (Identification Number)
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885 Third Avenue, 14th Floor
New York, New York 10022
(212)755-1155
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Ram D. Wertheim, Esq.
Managing Director, General Counsel
and Secretary
CapMac Holdings Inc.
885 Third Avenue, 14th Floor
New York, New York 10022
(212) 755-1155
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Wilson S. Neely, Esq. Robert Usadi, Esq.
Simpson Thacher & Bartlett Cahill Gordon & Reindel
425 Lexington Avenue 80 Pine Street
New York, NY 10017 New York, NY 10005
(212) 455-2000 (212) 701-3000
Approximate date of commencement of proposed sale of the securities to the
public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this From are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [ ]
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. [X] File No. 333-05211
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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Title of Each Class of Securities to be Proposed Maximum Aggregate Amount of Registration Fee
Registered Offering Price (1)
Common Stock, par value $ 8,050,000 $ 2,776
$0.01 per share.......
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(1) Estimated solely for the purposes of calculating the amount of the
registration fee.
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Incorporation By Reference of Registration Statement on Form S-1, File No.
333-05211
CapMAC Holdings Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-05211) declared effective on July 1, 1996 by
the Securities and Exchange Commission (the "Commission").
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on July 1, 1996.
CAPMAC HOLDINGS INC.
By /s/ John B. Caouette
...................................
John B. Caouette
Chairman of the Board of Directors,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on July 1, 1996.
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SIGNATURE TITLE
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/s/ John B. Caouette
........................................ Chairman of the Board of Directors, President
John B. Caouette and Chief Executive Officer (Principal
Executive Officer)
/s/ Paul V. Palmer
........................................ Managing Director and Chief Financial Officer
Paul V. Palmer (Principal Financial Officer)
/s/ Gerard Edward Murray
........................................ Controller (Principal Accounting Officer)
Gerard Edward Murray
/s/ Bryan A. Bowers
........................................ Director
Bryan A. Bowers
/s/ Todd G. Cole
........................................ Director
Todd G. Cole
/s/ Charles P. Durkin, Jr.
........................................ Director
Charles P. Durkin, Jr.
/s/ David Elliman
........................................ Director
David Elliman
........................................ Director
Stephen L. Green
........................................ Director
George Merritt Jenkins
/s/ James H. Laird
........................................ Director
James H. Laird
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SIGNATURE TITLE
/s/ Rosita Leong
........................................ Director
Dr. Rosita Leong, M.D.
/s/ Robert Model
........................................ Director
Robert Model
/s/ Lief Olsen
........................................ Director
Lief Olsen
/s/ Arthur S. Penn
........................................ Director
Arthur S. Penn
/s/ Homer McK. Rees
........................................ Director
Homer McK. Rees
/s/ Doren W. Russler
........................................ Director
Doren W. Russler
/s/ Akira Seko
........................................ Director
Akira Seko
/s/ John T. Shea
........................................ Director
John T. Shea
/s/ Richard Yancey
........................................ Director
Richard Yancey
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EXHIBIT INDEX
EXHIBITS DESCRIPTION
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Simpson Thacher & Bartlett (included in exhibit 5.1)
EXHIBIT 5.1
SIMPSON THACHER & BARTLETT
A PARTNERSHIP WHICH INCLUDES PROFESSIONAL CORPORATIONS
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212)455-2000
--------------------------
TELECOPIER: 455-2502
TELEX: 129158
CapMAC Holdings Inc.
885 Third Avenue, 14th Floor
New York, NY 10022
Dear Sirs:
We have acted as counsel to CapMAC Holdings Inc., a Delaware corporation
(the "Company") and certain stockholders of the Company (the "Selling
Stockholders") in connection with the proposed sale by the Selling Stockholders
of up to 287,500 shares (the "Shares") of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), as described in the Registration
Statement on Form S-1 (the "Abbreviated Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Securities Act"). The
Abbreviated Registration Statement relates to the Company's registration
statement on Form S-1 (File No. 333-05211) covering additional shares of Common
Stock to be sold by the Selling Stockholders.
We have an executed copy of the Abbreviated Registration Statement and all
exhibits thereto. We have also examined, and have relied as to matters of fact
upon, originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other and
further investigations, as we have deemed relevant and necessary as a basis for
the
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CapMAC Holdings Inc. - 2 - July 1, 1996
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
Based on the foregoing, and subject to the qualifications and limitations
stated therein, we are of the opinion that the issuance of the Shares has been
duly authorized and the Shares are validly issued, fully paid and non-
assessable.
We are members of the Bar of the State of New York, and we do not express
any opinion herein concerning any other law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
This opinion letter is rendered to you in connection with the above
described transactions. This opinion letter may not be relied upon by you for
any other purpose, or relied upon by, or furnished to, any other person, firm or
corporation without our prior written consent. We hereby consent to the use of
this opinion as an exhibit to the Registration Statement and to the use of our
name under the heading "Legal Matters" in the Prospectus included therein.
Very truly yours,
SIMPSON THACHER & BARTLETT
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
THE BOARD OF DIRECTORS
CAPMAC HOLDINGS INC.:
We consent to incorporation by reference in the Registration Statement on
Form S-1 of CapMAC Holdings, Inc. (the "Company") of our reports dated
January 31, 1996, relating to the consolidated balance sheets of CapMAC
Holdings, Inc. and subsidiaries as of December 31, 1995 and the related
consolidated statements of income, cash flows and stockholders' equity
and the related schedules for each of the years in the three-year period
ended December 31, 1995, which reports appear in the Registration Statement
No. 333-05211 on Form S-1. Our reports refer to the Company's adoption at
December 31, 1993 of Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 115. "Accounting for Certain Investments
in Debt and Equity Securities".
/s/ KPMG Peat Marwick LLP
New York, New York
July 1, 1996
