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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-8 AND FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MID OCEAN LIMITED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CAYMAN ISLANDS NOT APPLICABLE
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)
</TABLE>
RICHMOND HOUSE
12 PAR-LA-VILLE ROAD
HAMILTON HM 08, BERMUDA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1993 LONG TERM INCENTIVE AND SHARE AWARD PLAN
(FULL TITLE OF THE PLAN)
------------------------
JOHN M. WADSON
MID OCEAN LIMITED
C/O CT CORPORATION SYSTEM
1633 BROADWAY
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(441) 292-1358
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
IMMANUEL KOHN, ESQ.
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
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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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE(2) PRICE(2) FEE(1)
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Class A Ordinary Shares, par value $.20
per share............................. 2,250,000 shares $50.375 $37,781,250 $11,448.87
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</TABLE>
(1) 1,500,000 shares previously registered in the Company's registration
statement, Registration No. 33-78626, filed with Securities and Exchange
Commission on May 5, 1994, with an amount of $14,418.10 paid at that time.
(2) Estimated solely for purposes of calculating the registration fee and
computed pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based on the market value of the Registrant's Ordinary Shares. The
market value of the Registrant's Ordinary Shares was computed by taking the
average of the high and low sale prices reported for the Ordinary Shares on
the New York Stock Exchange on February 4, 1997, which was $50.375 per
share.
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MID OCEAN LIMITED
CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY
FORM S-3.
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FORM S-3 ITEM LOCATION IN PROSPECTUS
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<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus.... Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................. Inside Front Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges........ The Company, Risk Factors
4. Use of Proceeds........................... Not Applicable
5. Determination of Offering Price........... Not Applicable
6. Dilution.................................. Not Applicable
7. Selling Security Holders.................. Selling Shareholders
8. Plan of Distribution...................... Plan of Distribution
9. Description of Securities to be
Registered................................ Description of Securities
10. Interests of Named Experts and Counsel.... Legal Matters
11. Material Changes.......................... Not Applicable
12. Incorporation of Certain Information by
Reference................................. Incorporation of Certain Documents by
Reference
</TABLE>
<PAGE> 3
2,250,000 SHARES
MID OCEAN LIMITED
CLASS A ORDINARY SHARES
(PAR VALUE $0.20 PER SHARE)
MID OCEAN LIMITED
1993 LONG TERM INCENTIVE AND SHARE AWARD PLAN
------------------------
This Prospectus relates to the offer and sale of up to an aggregate of
2,250,000 Class A Ordinary Shares, par value $0.20 per share (the "Ordinary
Shares"), of Mid Ocean Limited (the "Company"), representing Ordinary Shares
which are or may become issuable upon exercise of stock options, or awards of
Ordinary Shares, previously granted or which may be granted in the future by the
Company under its 1993 Long Term Incentive and Share Award Plan.
------------------------
SEE "RISK FACTORS" ON PAGE 2 FOR CERTAIN CONSIDERATIONS RELEVANT TO AN
INVESTMENT IN THE ORDINARY SHARES.
------------------------
The Ordinary Shares offered hereby may be offered for sale by the Selling
Shareholders from time to time, on the New York Stock Exchange, or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. All costs,
expenses and fees incurred in connection with the registration of the Ordinary
Shares are being borne by the Company, but all selling and other expenses
(including brokers' commissions, concessions or discounts) incurred by the
Selling Shareholders will be paid by the Selling Shareholders. See "Plan of
Distribution." The Company will not receive any of the proceeds from the sale by
the Selling Shareholders of Shares made hereunder.
The Selling Shareholders and brokers through whom sales of the Shares are
made may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act of 1933, as amended (the "Securities Act"). In addition, any
profits realized by the Selling Shareholders or such brokers on the sale of the
Shares may be deemed to be underwriting commissions under the Securities Act.
The Company's Ordinary Shares are listed on the New York Stock Exchange
under the symbol MOC. The last reported sale price of the Ordinary Shares on the
New York Stock Exchange on February 4, 1997 was $50.375 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is February 5, 1997.
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TABLE OF CONTENTS
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PAGE
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Earlier Registration Statement........................................................ 2
Available Information................................................................. 2
The Company........................................................................... 2
Risk Factors.......................................................................... 2
Description of Securities............................................................. 3
Selling Shareholders.................................................................. 3
Plan of Distribution.................................................................. 3
Incorporation of Certain Documents by Reference....................................... 3
Legal Matters......................................................................... 3
Experts............................................................................... 3
Indemnification of Directors and Officers............................................. 4
</TABLE>
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EARLIER REGISTRATION STATEMENT
The contents of the Company's registration statement, Registration No.
33-78626, filed with Securities and Exchange Commission (the "Commission") on
May 5, 1994, are incorporated by reference as if fully set forth herein.
------------------------
AVAILABLE INFORMATION
The contents of the section entitled "Available Information" in the
Company's registration statement, Registration No. 33-78626, filed with the
Securities and Exchange Commission on May 5, 1994, are
incorporated by reference as if fully set forth herein.
------------------------
THE COMPANY
The contents of the section entitled "The Company" in the Company's
registration statement, Registration No. 33-78626, filed with the Securities and
Exchange Commission on May 5, 1994, are incorporated by reference as if fully
set forth herein.
------------------------
RISK FACTORS
The Company's Annual Report on Form 10-K for the year ended October 31,
1996; and the section entitled "Risk Factors" of the Company's registration
statement on Form S-3, filed with the Commission on September 21, 1995
(Registration No. 33-95458), are each incorporated by reference as if fully set
forth herein.
DESCRIPTION OF SECURITIES
The contents of the section entitled "Description of Securities" in the
Company's registration statement, Registration No. 33-78626, filed with the
Securities and Exchange Commission on May 5, 1994, are incorporated by reference
as if fully set forth herein.
SELLING SHAREHOLDERS
The contents of the section entitled "Selling Shareholders" in the
Company's registration statement, Registration No. 33-78626, filed with the
Securities and Exchange Commission on May 5, 1994, are incorporated by reference
as if fully set forth herein.
2
<PAGE> 5
PLAN OF DISTRIBUTION
The contents of the section entitled "Plan of Distribution" in the
Company's registration statement, Registration No. 33-78626, filed with the
Securities and Exchange Commission on May 5, 1994, are incorporated by reference
as if fully set forth herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (File No.
0-22118), are incorporated in this Prospectus by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
October 31, 1996.
(b) The description of the Company's Ordinary Shares contained in the
Company's Registration Statement on Form 8-A dated July 21, 1993, pursuant
to Section 12 of the Exchange Act.
(c) The Company's registration statement on Form S-3, filed with the
Commission on September 21, 1995 (Registration No. 33-95458).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Written or telephone requests
should be directed to Mid Ocean Limited, Richmond House, 12 Par-la-Ville Road,
Hamilton HM 08, Bermuda, Attention: Mr. John M. Wadson, Vice President,
Treasurer and Secretary, (441) 292-1358.
LEGAL MATTERS
The contents of the section entitled "Legal Matters" in the Company's
registration statement, Registration No. 33-78626, filed with the Securities and
Exchange Commission on May 5, 1994, are incorporated by reference as if fully
set forth herein.
EXPERTS
The contents of the section entitled "Experts" in the Company's
registration statement, Registration No. 33-78626, filed with the Securities and
Exchange Commission on May 5, 1994, are incorporated by reference as if fully
set forth herein.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The contents of the section entitled "Indemnification of Directors and
Officers" in the Company's registration statement, Registration No. 33-78626,
filed with the Securities and Exchange Commission on May 5, 1994, are
incorporated by reference as if fully set forth herein.
3
<PAGE> 6
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Commission (File No.
0-22118), are incorporated in this prospectus by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
October 31, 1996.
(b) The description of the Company's Ordinary Shares contained in the
Company's Registration Statement on Form 8-A dated July 21, 1993, pursuant
to Section 12 of the Exchange Act.
(c) The Company's registration statement on Form S-3, filed with the
Commission on September 21, 1995 (Registration No. 33-95458).
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The contents of the description of the Company's Ordinary Shares contained
in the Company's Registration Statement on Form 8-A dated July 21, 1993,
pursuant to Section 12 of the Exchange Act, are incorporated by reference as set
forth fully herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The contents of Part II Item 5 of the Company's registration statement,
Registration No. 33-78626, filed with the Securities and Exchange Commission on
May 5, 1994, are incorporated by reference as set forth fully herein.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The contents of Part II Item 6 of the Company's registration statement,
Registration No. 33-78626, filed with the Securities and Exchange Commission on
May 5, 1994, are incorporated by reference as set forth fully herein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The contents of Part II Item 7 of the Company's registration statement,
Registration No. 33-78626, filed with the Securities and Exchange Commission on
May 5, 1994, are incorporated by reference as set forth fully herein. Further,
exemption from registration is claimed under Section 4(2) of the Act for the
grants of options to purchase 87,030 Ordinary Shares to three officers and
employees of the Registrant and its subsidiaries.
ITEM 8. EXHIBITS.
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4.1 - Form of Ordinary Share Certificate, incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-1 (No. 33-63298)
5.1 - Opinion of Maples & Calder
23.1 - Consent of KPMG Peat Marwick, Bermuda, Independent Public Accountants
23.2 - Consent of Maples and Calder -- contained in the opinion filed as Exhibit 5.1
24.1 - Powers of Attorney, incorporated by reference to Exhibit 24.1 to Registration
Statement on Form S-8 (No. 33-78626)
</TABLE>
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 of section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hamilton and Country of Bermuda, on February 5,
1997.
MID OCEAN LIMITED
By /s/ John M. Wadson
------------------------------------
John M. Wadson
Vice President, Treasurer and
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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* Director and Chairman of the February 5, 1997
- ------------------------------------------ Board of Directors
Robert J. Newhouse, Jr.
* President, Chief Executive February 5, 1997
- ------------------------------------------ Officer and Director
Michael A. Butt (Principal Executive Officer)
* Senior Vice President and Chief February 5, 1997
- ------------------------------------------ Financial and Administrative
Charles F. Hays Officer (Principal Financial
Officer)
/s/ John M. Wadson Vice President, Treasurer, and February 5, 1997
- ------------------------------------------ Secretary (Chief Accounting
John M. Wadson Officer)
* Director February 5, 1997
- ------------------------------------------
Frank J. Borelli
Director
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Sir Brian Corby
Director
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Geoffrey Elliott
Director
- ------------------------------------------
Michael P. Esposito, Jr.
* Director February 5, 1997
- ------------------------------------------
Robert R. Glauber
Director
- ------------------------------------------
Henry U. Harder
</TABLE>
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<TABLE>
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SIGNATURE TITLE DATE
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- ------------------------------------------ Director
Paul Jeanbart
* Director February 5, 1997
- ------------------------------------------
Roberto G. Mendoza
* Director February 5, 1997
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Brian M. O'Hara
* Director February 5, 1997
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John M. Pasquesi
* Director February 5, 1997
- ------------------------------------------
Henry H. Peters
* Director February 5, 1997
- ------------------------------------------
Jeffrey S. Tabak
Director
- ------------------------------------------
Frank J. Tasco
*By /s/ John M. Wadson
- ------------------------------------------
John M. Wadson,
Attorney-in-fact
</TABLE>
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<PAGE> 10
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
SEQUENTIAL
NO. DESCRIPTION PAGE NUMBER
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4.1 -- Form of Ordinary Share Certificate, incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1 (No. 33-63298)
5.1 -- Opinion of Maples & Calder
23.1 -- Consent of KPMG Peat Marwick, Bermuda
23.2 -- Consent of Maples & Calder -- contained in the opinion filed as
Exhibit 5.1
24.1 -- Powers of Attorney, incorporated by reference to Exhibit 24.1 to
Registration Statement on Form S-8 (No. 33-78626)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
MAPLES AND CALDER
February 5, 1997
The Directors
Mid Ocean Limited
Richmond House
12 Par-la-Ville Road
Hamilton HM 08, Bermuda
Dear Sirs:
MID OCEAN LIMITED
You have asked us to render this opinion in our capacity as your counsel as
to Cayman Islands law in connection with the registration pursuant to a
Registration Statement, dated February 5, 1997, on Forms S-8 and S-3 (the
"Registration Statement") under the United States Securities Act of 1933, as
amended (the "Act") of up to 2,250,000 of the Company's Class A Ordinary shares,
par value 0.20 per share (the "Shares"), to be issued pursuant to the Company's
1993 Long-Term Incentive and Share Award Plan.
We have received the Company's Memorandum and Articles of Association as
amended by Special Resolution on 22nd June, 1993.
We assume that all subscription monies due in respect of shares issued by
the Company has been duly received by the Company.
On the basis of the foregoing, we would advise as follows:
1. The Company's authorized share capital comprises 200,000,000
Ordinary shares of US$0.20 each which may be designated Class A, Class B or
Class C in accordance with the Company's Articles of Association.
2. The Company has been incorporated as an Exempted Company under the
Companies Law of the Cayman Islands and the liability of its shareholders
is limited to the amount, if any, unpaid on their shares (see Clause 5 of
the Memorandum of Association). On the basis that all such shares are fully
paid, there is no rule of Cayman Islands law that would impose any further
liability on persons holding shares in the Company, merely by reason of
such shareholding.
3. We have consented to the reference to our firm under the caption
"Legal Matters" in the Registration Statement and any amendments thereto
and to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and any amendments
thereto.
Yours faithfully,
/s/ Maples and Calder
--------------------------------------
MAPLES AND CALDER
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Mid Ocean Limited
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick
Hamilton, Bermuda
February 5, 1997
