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This excerpt taken from the MBI 8-K filed Oct 1, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 30, 2008, MBIA Insurance Corporation (“MBIA”), the insurance subsidiary of MBIA Inc. (the “Company”), and Financial Guaranty Insurance Company (“FGIC”) closed the reinsurance transaction previously announced by the Company in its Current Report on Form 8-K filed on August 28, 2008. The reinsured portfolio consists entirely of U.S. public finance bonds (the “public finance portfolio”) with total net par outstanding of approximately $166 billion. In connection with the reinsurance, MBIA has received unearned upfront premiums, net of a ceding commission paid to FGIC, of approximately $639 million. As required by the New York State Insurance Department, the funds will be placed in a trust and will be released to MBIA upon the earlier of its removal from ratings review with its current ratings or nine months from the closing date of the transaction. Under the terms of the trust, the funds will be released to MBIA as the premium is earned and can be used to pay claims under the reinsurance agreement.

The public finance portfolio consists exclusively of investment grade credits, primarily in the general obligation, water and sewer, tax-backed and transportation sectors, and does not contain any credit default swap contracts, below investment grade credits or other credits inconsistent with MBIA’s credit underwriting standards. The reinsurance has been provided on a “cut-through” basis, enabling FGIC’s policyholders to receive the benefit of MBIA’s reinsurance by allowing them to present claims directly to MBIA.

 

Item 7.01 REGULATION FD DISCLOSURE.

The Company issued a press release on October 1, 2008. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

99.1

   Press Release issued by MBIA Inc., dated October 1, 2008.


This excerpt taken from the MBI 8-K filed May 30, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. REGULATION FD DISCLOSURE.

MBIA Inc. (“MBIA”) issued a press release on May 27, 2008. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 8.01. OTHER EVENTS.

MBIA is filing herewith as Exhibit 10.1 and Exhibit 10.2 the previously disclosed Third Amendment and Fourth Amendment, respectively, to MBIA’s Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 10.1 Third Amendment, dated as of May 12, 2006, to the Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003, among MBIA Inc., MBIA Corp., various designated borrowers, various lending institutions, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers.

 

Exhibit 10.2 Fourth Amendment, dated as of January 8, 2008, to the Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003, among MBIA Inc., MBIA Corp., various designated borrowers, various lending institutions, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers.

 

Exhibit 99.1 Press release, dated May 27, 2008, issued by MBIA Inc.

 

2


This excerpt taken from the MBI 8-K filed May 7, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. REGULATION FD DISCLOSURE.

MBIA Inc. (“MBIA”) issued a press release on May 6, 2008. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1    Press release dated May 6, 2008.

 

2


This excerpt taken from the MBI 8-K filed Mar 28, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 24, 2008, MBIA Inc. (the “Company”) and Gary Dunton, the Company’s former Chief Executive Officer, entered into a separation agreement reflecting the terms disclosed in the Preliminary Proxy Statement (file number 001-09583), filed on March 18, 2008, and the Definitive Proxy Statement (file number 001-09583), filed on March 28, 2008, which are hereby incorporated by reference.

 

2


This excerpt taken from the MBI 8-K filed Mar 12, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On March 12, 2008 MBIA Inc. (“MBIA”) announced that in conjunction with its five-year transformation plan, MBIA has asked Debra Perry to consult on a project to assist both the Credit Risk Committee of the Board of Directors (the “Board”) and Jay Brown to refine and implement MBIA’s risk strategy for the global credit markets going forward. Ms. Perry will step down from her Board position at MBIA, effective March 12, 2008, to accept this consulting assignment.

Item 7.01. REGULATION FD DISCLOSURE.

MBIA issued a press release on March 12, 2008. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1   Press Release dated March 12, 2008.

 

2


This excerpt taken from the MBI 8-K filed Mar 10, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. OTHER EVENTS.

MBIA Inc. issued a press release on March 7, 2008. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1    Press Release dated March 7, 2008.

 

2


This excerpt taken from the MBI 8-K filed Mar 10, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. REGULATION FD DISCLOSURE.

MBIA Inc. (“MBIA”) issued a press release on March 10, 2008. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1    Press release dated March 10, 2008.

 

2


This excerpt taken from the MBI 8-K filed Mar 7, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As previously disclosed on the Company’s current report on Form 8-K, filed on December 26, 2007, to induce Warburg Pincus Private Equity X (“Warburg Pincus”) to enter into and consummate the Investment Agreement, dated as of December 10, 2007, with the Company, the members of senior management of the Company listed below committed to purchase a certain dollar amount of stock from the Company at a per share price of $31 within 60 days of the consummation of the transaction. As discussed in the Form 8-K filed on December 26, 2007, to facilitate the above described stock purchases, while assuring compliance with the applicable NYSE rules, on December 21, 2007, the Compensation Committee of the Board awarded each of the officers listed below stock options under the 2005 Omnibus Incentive Plan in respect of the number of shares of the Company’s Common Stock set forth opposite his or her name with an exercise price of $31.00 per share.

 

Name of Officer

   Number of Shares

Gary C. Dunton

   40,000

C. Edward Chaplin

   2,725

Clifford D. Corso

   2,725

William C. Fallon

   2,725

Thomas G. McLoughlin

   2,725

Kevin D. Silva

   2,725

Mitchell I. Sonkin

   2,725

Christopher E. Weeks

   2,725

Ram D. Wertheim

   2,725

Ruth M. Whaley

   2,725

Warburg Pincus has consented to a reduction in the price at which the stock must be purchased from $31 per share to $12.15 per share, the price at which Warburg Pincus recently purchased stock in the Company’s public offering of stock, and to an extension of the time period during which such shares must be acquired no later than June 30, 2008, provided that the total dollar amount of shares purchased by each of the executive listed above (other than Mr. Dunton who has been released from his commitment) is no less than the original commitment. Each of the executives listed above (other than Mr. Dunton) will satisfy their commitment to buy the shares through the purchase of shares in the market at a price that is not less than $12.15 per share. Accordingly, on March 5, 2008, the Compensation Committee of the Board approved the cancellation of the stock options awarded to each of the officers listed above in respect of the number of shares of the Company’s Common Stock set forth opposite his or her name (including Mr. Dunton), and each of the executives have agreed to the cancellation of such stock options.

 

2


This excerpt taken from the MBI 8-K filed Mar 3, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. REGULATION FD DISCLOSURE.

MBIA Inc. (“MBIA”) issued a letter to owners on March 3, 2008. A copy of the letter is attached as Exhibit 99.1 hereto.

The information in the letter is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit 99.1    Letter to owners dated March 3, 2008.

 

2


This excerpt taken from the MBI 8-K filed Mar 3, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 25, 2008, the Compensation Committee of the Board of Directors of MBIA, Inc. (“MBIA”) took certain actions with respect to the compensation of its executive officers, excluding Mr. Brown (the “Identified Officers”).

The committee approved 2007 bonus payouts for all the Identified Officers at 40% of the target bonus, resulting in a significant decrease (for some executives, a more than 50% decrease) in the annual bonus from the prior year. These amounts represented the lowest annual bonus payout in MBIA’s history. Bonus payouts over the last ten years have ranged from 75% to 90% of the target awards. Bonuses for MBIA’s other employees were approved at three levels: managing directors will be paid at 65% of target, vice presidents and directors will be paid at 75% of target and AVPs and below will be paid at 85% of target.

The committee also approved salary increases for certain of the Identified Officers that reflect a realignment of annual cash compensation opportunities between base salary and annual bonus. Prior practices have generally included as annual bonuses amounts that were part of the executive’s basic compensation. Accordingly, this realignment resulted in significant increases in base salary for certain of the Identified Officers, with an expectation that future annual bonus amounts for these officers will vary more directly with corporate performance, but that total annual targeted cash compensation will not be higher. The Company’s Chairman and Chief Executive Officer will receive an annual salary of $500,000.

To assure that MBIA retains the services of key executives during the next twelve months, which will be a critical period for MBIA, the committee approved cash retention awards for each of MBIA’s executive officers other than Mr. Brown. The committee also approved cash retention awards for all other employees of MBIA. Payment of these awards are generally conditioned upon the executive’s and other employees’ continuous employment with MBIA through February 28, 2009, except that the full award will be payable if the officer’s employment is involuntarily terminated by MBIA without cause prior to such date, or upon death or disability.

The committee also approved the payment of cash success awards (the “Success Bonus”) for certain of the Identified Officers that will become payable, if at all, if MBIA achieves predetermined goals to be established by the committee. It is expected that the payment of the Success Bonus will be based on the attainment of certain goals during the period commencing in the fall of 2007 and continuing until January 1, 2009, including, but not limited to, the successful conclusion of the Company’s capital strengthening plan, the achievement of financial stability, and the achievement and stability of its ratings.

The following table sets forth for each of the Identified Officers the 2007 bonus amounts approved, any approved salary increases, the dollar amount of the retention payments and the dollar amount potentially payable upon achievement of the performance goals related to the success bonuses.

 

2


Executive Officer

   2007 Bonus    Salary Increase    Retention Award    Success Bonus

Clifford D. Corso

   52% decrease to

$315,000

   33% increase to

$600,000

   $ 1,750,000    $ 1,000,000

C. Edward Chaplin

   50% decrease to

$300,000

   20% increase to

$600,000

   $ 2,250,000    $ 1,500,000

William C. Fallon

   31% decrease to

$270,000

   60% increase to

$600,000

   $ 2,250,000    $ 1,500,000

Thomas G. McLoughlin

   47% decrease to

$225,000

   0% increase

$375,000

   $ 450,000      None

Kevin D. Silva

   55% decrease to

$225,000

   0% increase

$375,000

   $ 400,000      None

Mitchell I. Sonkin

   51% decrease to

$270,000

   33% increase to

$600,000

   $ 2,250,000    $ 1,500,000

Christopher E. Weeks

   47% decrease to

$225,000

   0% increase

$375,000

   $ 450,000      None

Ram D. Wertheim

   48% decrease to

$225,000

   7% increase to

$400,000

   $ 1,250,000    $ 750,000

Ruth M. Whaley

   51% decrease to

$225,000

   7% increase to

$400,000

   $ 400,000      None

 

3


This excerpt taken from the MBI 8-K filed Feb 19, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 16, 2008, the Board of Directors (the “Board”) of MBIA Inc. (“MBIA”) elected Joseph W. Brown, 59, to the Board and the offices of chairman, president and chief executive officer of MBIA, effective immediately. Mr. Brown will serve on the Executive and Finance Committees of the Board. Mr. Brown’s term as director expires at MBIA’s 2008 annual meeting.

On February 16, 2008, Gary C. Dunton informed the Board of his resignation as president, chief executive officer, chairman, and director of MBIA, effective immediately. Mr. Dunton served on the Executive and Finance Committees of the Board. MBIA and Mr. Dunton are finalizing the terms of his severance arrangements, which will be disclosed in a report on Form 8-K once agreed upon. In connection with Mr. Dunton’s resignation, MBIA and Mr. Dunton entered into a letter agreement (the “Letter Agreement”) pursuant to which MBIA agreed to treat Mr. Dunton’s departure no less favorably than a termination by MBIA other than for “cause,” as defined in Mr. Dunton’s letter agreement dated May 6, 2004 (filed as Exhibit 10.67 to MBIA’s Current Report on Form 8-K filed on May 7, 2004). This description of the Letter Agreement is a summary and is qualified in its entirety by reference to the copy of the Letter Agreement attached as Exhibit 10.1 to this Form 8-K, which is incorporated herein by reference.

Until May 2004, Mr. Brown had served as chairman and chief executive officer of MBIA, and of its main operating unit, MBIA Insurance Corporation. Mr. Brown retired as executive chairman of MBIA in May 2007. He joined the company as chairman and CEO in January 1999, having been a director since 1986.

Prior to joining MBIA in 1999, Mr. Brown was chairman and CEO of Talegen Holdings, Inc., an insurance holding company. Before his election as chairman and CEO of Talegen, Mr. Brown was president and CEO of Fireman’s Fund Insurance Company. Mr. Brown joined Fireman’s Fund in 1974. He has held numerous executive positions including chief financial officer at the time of its IPO in 1985 from American Express and president and COO at the time of its sale to Allianz AG in 1990.

Mr. Brown served on the board of Oxford Health Plans from 2000 to 2004 and on the board of Fireman Fund Holdings prior to the sale of its insurance subsidiary to Allianz. He has served on the SAFECO board since 2001 and was elected non-executive chairman in January 2006. He steps down from that chairmanship in May 2008.

Mr. Brown is a 1974 graduate of Northern Illinois University, where he majored in Probability and Statistics. He is a fellow of the Casualty Actuarial Society, as well as a member of the American Academy of Actuaries and the Chartered Property Casualty Underwriters Society.

Mr. Brown will be paid an annual salary of $500,000 and will be eligible for a maximum annual incentive bonus of $2,000,000 based on performance conditions established by the Board’s Compensation Committee. Mr. Brown has agreed to purchase 359,000 shares of MBIA stock with his own funds at $12.15 per share (or, if less, the price on the open market on the date or purchase), and his existing stock options will be cancelled. In order to align Mr. Brown’s interests with those of shareholders and to establish substantial performance hurdles to his compensation, Mr. Brown will be granted a performance-vesting restricted stock award of 1,634,000 shares, with an additional award with a value of $5 million to be granted in one year. Both performance-vesting restricted stock awards (the “Awards”) are subject to shareholder approval, and will vest if, within the next five years (that is, on or before February 19, 2013), MBIA’s average closing share price over a 20 business day period equals or exceeds $40. If the Awards do not vest prior to February 19, 2013, they will vest at that time on a pro rata basis, to the extent that the average closing share price over the prior 20 business days is between $16.20 and $40.00 per share. Once shares are vested under the Award, Mr. Brown may not dispose of the shares until the latter of February 19, 2013 and one year after he ceases to be an employee.

If Mr. Brown terminates his employment with MBIA other than for good reason, retirement or death/disability, or if the Company terminates his employment for cause, he will forfeit the Awards to the extent not previously vested. If his employment terminates for good reason, retirement, death/disability or without cause, or if there is a change in control, the Awards will vest on a pro rata basis to the extent that the average closing share price over the 20 business days before such termination, or the price realized by shareholders in the change of control, is between $16.20 and $40.00 per share, and the remaining shares under the Awards thereafter will remain subject to vesting on February 19, 2013 based upon the same pro rata formula. In such case, Mr. Brown will be subject to standard non-competition and non-solicitation terms.

 

Item 7.01. REGULATION FD DISCLOSURE.

MBIA issued two press releases on February 19, 2008. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto.

The information in the press releases is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

This excerpt taken from the MBI 8-K filed Feb 13, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On February 7, 2008, MBIA Inc. (the “Company”) disclosed in Item 3.02 of its Current Report on Form 8-K (the “February 7 Form 8-K”) that in connection with entering into an the Amended and Restated Investment Agreement, dated February 6, 2008, entered into between the Company and Warburg Pincus Private Equity X, L.P., the Board of Directors of the Company resolve to amend the Company’s Amended and Restated Certificate of Incorporation. The amendment would have become effective upon the closing of the Backstop Commitment relating to the Offering (defined below), as described in Items 1.02 and 3.02 of the February 7 Form 8-K. However, the Company did not use utilize any portion of the Backstop Commitment in connection with the Offering and accordingly the Company will not adopt the amendment to the Company’s Amended and Restated Certificate of Incorporation.

 

Item 8.01. OTHER ITEMS

On February 7, 2008, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc. and Lehman Brothers Inc. (the “Underwriters”) relating to the issuance and sale of 94,650,206 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share, at an offering price to the public of $12.15 per share (the “Offering”). The closing of the Offering occurred on February 13, 2008.

The Shares were issued pursuant to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-144194), which became effective upon filing with the Securities and Exchange Commission on June 29, 2007.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption “Underwriting” contained in the Company’s Prospectus Supplement dated February 7, 2007, which has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act, which disclosure is hereby incorporated by reference. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

The exhibits to this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.

 

Exhibit 1.1   

Underwriting Agreement dated February 7, 2008.

Exhibit 5.1   

Opinion of Day Pitney LLP.

Exhibit 23.1    Consent of Day Pitney LLP (contained in Exhibit 5.1).


This excerpt taken from the MBI 8-K filed Feb 4, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. OTHER EVENTS.

The following information is being filed pursuant to Item 8.01 – Other Events of Form 8-K.

On January 31, 2008 Standard & Poor’s Ratings Services placed the AAA insurance financial strength ratings of MBIA Insurance Corporation (“MBIA Corp.”) and its insurance affiliates, the AA- ratings of MBIA’s senior debt, and the AA ratings of MBIA’s North Castle Custodial Trusts I-VIII on CreditWatch with negative implications citing the importance of MBIA Corp.’s completion of its capital-raising efforts.


This excerpt taken from the MBI 8-K filed Feb 1, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 30, 2008, John Rolls, a member of the Board of Directors, purchased 1,600 shares of MBIA Inc. (the “Company”) common stock from the Company for an aggregate purchase price of $66,493.60. The closing price of the stock on January 29 was $15.98. Accordingly, the aggregate purchase price exceeded the fair market value of the Company’s stock on such date by over $40,000. The sale to Mr. Rolls was approved by the Board of Directors on January 18, 2008 and is evidenced pursuant to a stock purchase agreement which is attached hereto as Exhibit 10.1.

As a result of certain margin calls, an aggregate of 2,075 shares of the Company’s common stock was sold for Mr. Rolls’ account, without his knowledge and consent, over the period from October 31, 2007 through November 5, 2007, at prices ranging from approximately $33.34 to $44.17 per share. Mr. Rolls mistakenly understood that there had been only one sale of 475 shares, at $33.3401 per share, and he repurchased in the market 500 shares at a per share price of $34.868 per share to replace the sold shares. However, because there were other sales at a higher per share sales price that were unknown to Mr. Rolls at the time of this purchase, Mr. Rolls realized a “short-swing profit” within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of $4,642.20. However, since the aggregate purchase price paid by Mr. Rolls exceeded the market value of the shares purchased by over $40,000, the Board accepted the purchase transaction as satisfying Mr. Rolls’ obligation to disgorge this profit.

The Board approved the purchase by Mr. Rolls from the Company of a like number of shares as those sold as a result of the margin calls, at the same sale prices per share, except with respect to the sale of the 475 shares on November 5, which was addressed by the market purchase of the 500 shares described above. Because the Board approved these purchases from the Company, they are exempt transactions for purposes of Section 16(b).

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

10.1   

Stock Purchase Agreement, dated January 30, 2008, between John Rolls and MBIA Inc.


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