AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
As filed with the Securities and Exchange Commission ON JANUARY 2, 1998
REGISTRATION NO. 333-March 19, 2001.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMBAC FINANCIAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
13-3621676
(I.R.S. EMPLOYER IDENTIFICATION NO.(Exact name of Registrant as specified in its charter)
DELAWARE 6351 13-362176
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
ONE STATE STREET PLAZA
NEW YORK, NEW YORK
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One State Street Plaza
New York, New York 10004
(212) 668-0340
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD B. GROSS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMBAC FINANCIAL GROUP, INC.
ONE STATE STREET PLAZA
NEW YORK, NEW YORK(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
----------
Anne G. Gill, Esq.
First Vice President, Secretary and Assistant General Counsel
Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004
(212) 668-0340
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
COPIES TO:
MATTHEW208-3355
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Matthew J. MALLOW, ESQ. NORMAN D. SLONAKER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER BROWNMallow, Esq. Edward F. Petrosky, Esq.
Skadden, Arps, Slate, Meagher & WOODFlom LLP Brown & FLOMWood LLP
ONE WORLD TRADE CENTER,
919 THIRD AVENUE 57TH FLOOR
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORKFour Times Square One World Trade Center
New York, New York 10036-6522 57th Floor
(212) 735-3000 New York, New York 10048
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:(212) 839-5300
---------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.Statement as
determined by the registrant
---------------------
If the only securities being registered on this Form are to bebeing 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, please check the following box. |X|[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. |X|
[_]
----------------------
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE
PER UNIT PRICE
- ----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Unit Aggregate Offering Price Registration Fee
(1) (2) (3) (2)
- ----------------------------------------------------------------------------------------------------------------------------------
Debt Securities $250,000,000 (1) (2) $250,000,000 (1) $73,750(4) __ __ __ __
- ----------------------------------------------------------------------------------------------------------------------------------
Preferred Stock, $0.01 par value (5) __ __ __ __
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value, including __ __ __ __
Series A junior participating preferred
share purchase rights attached thereto (6)
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL $500,000,000 100% $500,000,000 $125,000
- ----------------------------------------------------------------------------------------------------------------------------------
(1) In no event will the aggregate initialThe proposed maximum offering price per unit will be determined from time to
time by the registrant in connection with the issuance by the registrant of
the Debt Securities of Ambac Financial Group, Inc. ("Ambac")
issued under this Registration Statement exceed $250,000,000
or the equivalent thereof in one or more foreign currencies,
foreign currency units or composite currencies, exclusive of
accrued interest, if any. If any Debt Securities are issued
at an original issue discount, the principal amount of such
Debt Securities shall be increased by an amount such that the
aggregate initial offering price of all Debt Securitiessecurities registered hereunder does not exceed $250,000,000.hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)457 under
the Securities Act of 1933.
(2)1933, as amended. A filing fee aggregating $14,750 was
previously paid in connection with a registration statement filed earlier
relating to the registration of $50,000,000 aggregate principal amount of
debt securities which are being included in this registration statement. The
proposed maximumfiling fee of $125,000 relates solely to the registration of $500,000,000
aggregate initial offering price per unitof securities not previously registered.
The aggregate initial offering price of the debt securities, preferred stock
and common stock of the registrant registered hereby will not exceed
$550,000,000 or the equivalent thereof in one or more foreign currencies,
foreign currency units or composite currencies.
(3) Exclusive of accrued interest, distributions and dividends, if any.
(4) Including such indeterminate principal amount of debt securities as may,
from time, be determinedissued (i) at indeterminate prices or (ii) upon conversion or
exchange of securities registered hereunder, to the extent any such
securities are, by their terms, convertible into or exchangeable for debt
securities.
(5) Including such indeterminate number of shares of preferred stock as may,
from time to time, be issued (i) at indeterminate prices or (ii) upon
conversion or exchange of securities registered hereunder, to the extent any
such securities are, by their terms, convertible into or exchangeable for
preferred stock.
(6) Including such indeterminate number of shares of common stock as may, from
time to time, be issued (i) at indeterminate prices or (ii) upon conversion
or exchange of securities registered hereunder, to the extent any such
securities are, by their terms, convertible into or exchangeable for common
stock. The Series A junior
participating preferred share purchase rights initially are attached to and
trade with all the shares of common stock outstanding as of, and issued
subsequent to, January 31, 1996, pursuant to the terms of the Company's
Rights Agreement, dated as of January 31, 1996. Until the occurrence of
certain prescribed events, the rights are not exercisable, are evidenced by
the certificates for the common stock and will be transferred only with the
common stock. The value attributable to such rights, if any, is reflected in
the market price of the common stock.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus included in this registration statement also relates to the debt
securities of the registrant previously registered under the Registration
Statement on Form S-3 (No. 333-43695) of the registrant. This registration
statement also constitutes post-effective amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-43695). A filing fee of $14,750 was paid in
connection with $50,000,000 of securities that remain eligible to be sold under
the issuanceRegistration Statement on Form S-3 (No. 333-43695) of the registrant as of
the date of the filing of this registration statement. If any such previously
registered securities registered hereunder.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT 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
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
[FLAG]
Information contained herein is subject to amendment. A registration
statement relating to these securities has been filed with the Securities
and Exchange Commission. These securities may not beare sold nor may offers
to buy be accepted prior to the timeeffective date of this registration
statement, they will not be included in the prospectus included in this
registration statement.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant 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 the registration statement becomes
effective. This prospectus shall not constitute an offerbecome
effective on such date as the Commission, acting pursuant to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities
laws of any such State.said section 8(a),
may determine.
SUBJECT TO COMPLETION, DATED JANUARY 2, 1998MARCH 19, 2001
Prospectus
BY THIS PROSPECTUS
AMBAC FINANCIAL GROUP, INC.$550,000,000
Ambac Financial Group, Inc.
Common Stock, Preferred Stock and Debt Securities
Ambac Financial Group, Inc. may offer
DEBT SECURITIESsell from time to time
. common stock
. preferred stock
. debt securities
We urge you to read this prospectus and the accompanying prospectus
supplement, which will providedescribe the specific terms of securities to be
offered in supplements to this Prospectus. Supplements may also add,
update or change information contained or incorporated by reference in
this Prospectus. You should read this Prospectusthe common stock, the
preferred stock and the supplementsdebt securities then being offered, carefully before you
invest.
------------------
These securities have not been approved bymake your investment decision.
Neither the Securities and Exchange Commission ornor any state securities
commission. Nonecommission has approved or disapproved of these organizations hassecurities or determined thatif this
Prospectus,prospectus or anythe accompanying Prospectus Supplement or Pricing Supplement,prospectus supplement is accuratetruthful or complete.
Any representation to the contrary is a criminal offense.
-------------------This prospectus may not be used to sell securities unless accompanied by a
prospectus supplement.
The date of this Prospectusprospectus is , 1998.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED UNDER THIS PROSPECTUS. THOSE TRANSACTIONS INCLUDE OVER-ALLOTMENT,
STABILIZING TRANSACTIONS, SHORT COVERING TRANSACTIONS AND PENALTY BIDS.
IF BEGUN, THEY MAY DISCONTINUE THOSE ACTIVITIES AT ANY TIME. FOR A
DESCRIPTION OF THOSE ACTIVITIES, SEE "PLAN OF DISTRIBUTION" IN THIS
PROSPECTUS.
Table of Contents
Page
Where You Can Find Additional Information............................4
Ambac Financial Group, Inc...........................................6
Use of Proceeds......................................................7
Ratio of Earnings to Fixed Charges...................................7
Description of2001.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the Debt Securities...................................8
Plan of Distribution................................................17
Legal Opinions......................................................18
Experts.............................................................18
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Exchange Act of 1934, as amended
(the "Securities Exchange Act"), Ambac Financial Group, Inc. ("Ambac" or
"we") files annual, quarterly and current reports, proxy statements and
other informationregistration statement filed with the
Securities and Exchange Commission ("SEC"). You
may read and copy any reports, proxy statements and other information that
we file with the SEC at the SEC's Public Reference Rooms at (a) 450 Fifth
Street, N.W., Washington, D.C. 20549; (b) Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and (c) Seven World Trade
Center, New York, New York 10048. You can also request copies of these
documents, upon payment of a duplicating fee, by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the SEC's Public Reference Rooms. Ambac's SEC filings are also
available to the public on the SEC's Internet site (http://www.sec.gov).
Ambac's common stock is listed on the New York Stock Exchange and you can
obtain information regarding Ambac from the Exchange at 20 Broad Street,
New York, New York 10005.
Ambac has filed a registration statement on Form S-3 with the SEC
covering the securities described in this Prospectus. For further
information with respect to Ambac and those securities, you should refer to
our registration statement and its exhibits. We have summarized certain key
provisions of contracts and other documents that we refer to in this
Prospectus. Because a summary mayeffective. This prospectus is not contain all the information that is
important to you, you should review the full text of the document. We have
included copies of these documents as exhibits to our registration
statement.
The following documents, which we filed with the SEC under Section
13 of the Securities Exchange Act, are incorporated by reference in this
Prospectus. This means that important disclosure about Ambac is made by
referring you to specific documents that we filed with the SEC and are
considered to be a part of this Prospectus.
o Ambac's Annual Report and Form 10-K for the fiscal year ended
December 31, 1996;
o Ambac's quarterly reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997, and September 30,
1997;
o Ambac's Current Reports on Form 8-K dated February 14, 1997 and
March 12, 1997; and
o All other reports that we filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act since December 31,
1996.
We are also incorporating by reference into this Prospectus each
of the following documents we file with the SEC after the date of this
Prospectus and prior to the termination of the offering of the securities
offered by this Prospectus:
o Reports filed under Sections 13(a) and (c) of the
Securities Exchange Act;
o Definitive proxy or information statements filed under
Section 14 of the Securities Exchange Act in connection
with any subsequent stockholders' meeting; and
o Any reports filed under Section 15(d) of the Securities
Exchange Act.
Statements in this Prospectus or in a document incorporated by
reference may be modified or superseded by statements in this Prospectus,
a prospectus supplement or in any other document incorporated by
reference, regardless of when filed. Any modified or superseded statement
does not, except as so modified or superseded, constitute a part of this
Prospectus.
You should rely only on the information contained or
incorporated by reference in this Prospectus, any prospectus supplement
or any pricing supplement. We have not authorized anyone to provide you
with any other information. You should not assume that the information in
this Prospectus, an accompanying prospectus supplement or any document
incorporated by reference is accurate as of any date other than the date
on the front of the document.
You may request copies of all documents incorporated by
reference into this Prospectus (and exhibits incorporated by reference
into those documents) at no cost by writing or telephoning us at the
following address:
Richard B. Gross
Senior Vice President, General Counsel and Secretary
Ambac Financial Group, Inc.
One State Street Plaza
New York, New York 10004
(212) 668-0340
We are not making an offer
ofto sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
We are required to disclose
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Commissioner of InsuranceSEC using a "shelf" registration process. Under this shelf process, we may sell
any combination of the Statesecurities described in this prospectus in one or more
offerings up to an aggregate initial offering price of North Carolina has$550,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and accompanying prospectus supplement may contain or
incorporate by reference information that includes or is based upon forward-
looking statements within the meaning of the Securities Litigation Reform Act of
1995. Forward-looking statements give Ambac's expectations or forecasts of
future events. You can identify these statements by the fact that they do not
approvedrelate strictly to historical or disapprovedcurrent facts and relate to future operating or
financial performance.
Any or all of our forward-looking statements here or in other publications
may turn out to be wrong and are based on current expectations and the offeringcurrent
economic environment. Ambac's actual results may vary materially, and there are
no guarantees about the performance of securities byour securities. Among factors that could
cause actual results to differ materially are:
. changes in the economic, credit or interest rate environment in the
United States and abroad;
. the level of activity within the national and worldwide debt markets;
. competitive conditions and pricing levels;
. legislative and regulatory developments;
. changes in tax laws; and
. other risks and uncertainties that have not been identified at this
Prospectus nor hastime.
Ambac undertakes no obligation to publicly correct or update any forward-
looking statement if we later become aware that it is not likely to be achieved.
You are advised, however, to consult any further disclosures we make on related
subjects in our reports to the Commissioner determined the accuracy or adequacy of this Prospectus.SEC.
AMBAC FINANCIAL GROUP, INC.
Ambac, headquartered in New York City, is a holding company that provides through its affiliateswhose
subsidiaries provide financial guarantee insuranceproducts and other financial services
to clients in both the public and private sectors inaround the U.S.world. Ambac was
incorporated on April 29, 1991. Ambac provides financial guarantees for
municipal and abroad. Ambac'sstructured finance obligations through its principal operating
subsidiary, Ambac Assurance Corporation ("Ambac Assurance"), is
a leading insurer of municipal bonds. Through its
financial services subsidiaries, Ambac provides financial and structured securities, primarily
asset-backed securities (securities in which a specific pool of assets,
such as residential mortgages or home equity loans, provides the funds
for payments on the securities). Ambac also providesinvestment
products including investment agreements, interest rate swaps, funding conduits,
investment advisory and cash management services, and
electronic commerce solutions, principally to states,its financial
guarantee clients which include municipalities and their authorities, school
districts, health care organizations and hospitals and health
organizations.asset-backed issuers.
Ambac Assurance, which serves the global capital markets, is primarily
engaged in insuringguaranteeing municipal and structured finance obligations and is the
successor of the oldest
municipal bondfounding financial guarantee insurance company, which wrote the
first municipal bond insurance policy in 1971. FinancialGenerally, financial guarantee insuranceproducts
written by Ambac Assurance guaranteesin both the primary and secondary markets guarantee
payment when due of the principal of and interest on the obligation insured.guaranteed
2
obligation. In the case of default on the insureda guaranteed obligation, payments under
the insurancefinancial guarantee policy generally may not be accelerated by the
policyholder without Ambac Assurance's consent. Ambac Assurance seeks to
minimize the risk inherent in its insurancefinancial guarantee portfolio by maintaining a
diverse portfolio which spreads its risk across a number of criteria, including
issue size, type of bond, geographic area and obligor. As of December 31, 2000,
Ambac Assurance's abilitynet financial guarantee in force (after giving effect for
reinsurance) was $418.4 billion.
Ambac Credit Products L.L.C. ("ACP"), a wholly owned subsidiary of Ambac
Assurance, provides credit protection in the global markets in the form of
structured credit derivatives. These structured credit derivatives involve
private transactions with high quality counterparties. These contracts require
ACP to pay claimsmake payments upon the occurrence of certain defined credit events
relating to an underlying obligation (generally a fixed income obligation).
Structured credit derivatives issued by ACP are guaranteed by Ambac Assurance.
Ambac Assurance has earned a triple-A ratingratings, the highest ratings available
from national ratings agencies, including Moody's Investors Service, Inc., Standard & Poor's Ratings Group,Rating Services, Fitch,
Investors Service, L.P.Inc. and Nippon Investors Service,Rating and Investment Information, Inc. The strengthThese ratings are an essential
part of these ratings is essential
to Ambac Assurance's ability to enhance theprovide credit of obligations it
insures.enhancement.
We conduct our investment agreement business through our subsidiary, Ambac
Capital Funding, Inc. ("ACFI"). ACFI provides investment agreements primarily to
municipalities and their authorities, structured finance obligations and
international issuers. Investment agreements written by ACFI are rated triple-A
by virtue of Ambac Assurance's financial guarantee. Investment agreements are
primarily used by issuers to invest bond proceeds until the proceeds can be used
for their intended purpose. The investment agreement provides for the guaranteed
return of principal invested and for the payment of interest thereon at a
guaranteed rate.
Ambac provides interest rate swaps through its subsidiary, Ambac Financial
Services, L.P. ("AFSLP"), primarily to various public entities. Ambac Assurance insures these financial
instruments, allowing them to benefit from Ambac Assurance's strong
claims paying ratings. Municipal bond issuers use our investment
agreements to invest the money they raisestates, municipalities and their
authorities, and other entities in connection with their bonds until they use
that money for its intended purpose. Ambac's clients use our insuredfinancings. The
interest rate swaps toprovided by AFSLP are guaranteed by Ambac Assurance and
provide a financing alternative that may reduce thean issuer's overall borrowing
costs and/or help manage their interest cost of the money they borrow
by locking in specific interest rates on their debt.
Through its investment adviser and broker-dealer affiliates,rate risk.
Ambac provides investment advisory, cash management and fund administration
services through its subsidiary, Cadre Financial Services, Inc., and
broker/dealer services through its subsidiary, Cadre Securities, Inc., primarily
to school districts, hospitals and local government entities to
help manage their finances more effectively.
Because Ambac ishealth care organizations, and
municipalities.
As a holding company, we dependAmbac Financial Group, Inc. is largely dependent on
dividends from our subsidiariesAmbac Assurance, its principal operating subsidiary, to pay
dividends on ourits capital stock, to pay principal of and interest on ourits
indebtedness, to pay its operating expenses, and to paymake capital investments in
its subsidiaries. Dividends from Ambac Assurance are subject to certain
insurance regulatory restrictions.
Our principal executive offices are located at One State Street Plaza, New
York, New York 10004 and our operating expenses. A
supplement to this Prospectus will discuss the limitations imposed by
insurance regulators on the ability of Ambac's subsidiaries to pay
dividends. We encourage you to read that discussion, and all risk factors
contained in any accompanying prospectus supplement, before you invest in
our securities.telephone number is (212) 668-0340.
USE OF PROCEEDS
Unless we tell you otherwise in an accompanying prospectus
supplement, we willWe intend to use the net proceeds from the sale of any securities offered by this Prospectussold for general corporate
purposes.
Examples of
general corporate purposes include additions to working capital of
subsidiaries, acquisitions and repurchases of common stock.3
AMBAC FINANCIAL GROUP, INC.
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our ratio of earnings to fixed charges for each
of the periods indicated:
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBERYears Ended December 31, Nine Months Ended
------------------------- -----------------
1999 1998 1997 1996 1995 1994 1993 1992
------9/30/00 9/30/99
---- ---- ---- ---- ---- ------- -------
Ratio of earningsEarnings to
fixed charges..... 13.36xcharges 11.56x 10.50x 13.41x 17.91x 10.77x 10.14x 15.78x 12.18x12.97x 11.23x
- -----------------------------------
We computed the ratio of earnings to fixed charges by dividing earnings
before income taxes and extraordinary items plus fixed charges by the fixed
charges. For the purpose of this ratio, fixed charges consist of interest
expense incurred, capitalized interest, amortization of debt expense and one-thirdone-
third of rental payments under operating leases (an amount deemed representative
of the appropriate interest factor). Since we did not have any preferred stock
outstanding during the periods indicated above, our ratio of earnings to
combined fixed charges and preference dividends for each relevant period will be
the same as our ratio of earnings to fixed charges.
4
DESCRIPTION OF THE DEBT SECURITIES
THE SECURITIES WE MAY OFFER
We may offer unsecured senior or subordinatedThis prospectus contains a summary of the common stock, preferred stock and
debt securities that we may sell. These summaries are not meant to be a complete
description of each security. However, this prospectus and accompanying
prospectus supplement contain the material terms of the securities being
offered.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 200,000,000 shares of common stock,
par value $0.01 per share, and 4,000,000 shares of preferred stock, par value
$0.01 per share. No shares of preferred stock were issued or outstanding as of
March 15, 2001.
The summary below of our amended and restated certificate of incorporation
may not contain all of the information that is important to you. Accordingly,
you should carefully read our amended and restated certificate of incorporation,
which is incorporated by reference into this prospectus in an aggregate principalits entirety.
Common stock
Voting rights. Each holder of common stock is entitled to one vote for each
share held on all matters to be voted upon by stockholders.
Dividends. The holders of common stock, after any preferences of holders of
any preferred stock, are entitled to receive dividends as determined by the
board of directors.
Liquidation and dissolution. If we liquidate or dissolve, the holders of the
common stock will be entitled to share in our assets available for distribution
to common stockholders in proportion to the amount of upcommon stock they own. The
amount available for common stockholders is calculated after payment of
liabilities. Holders of any preferred stock will receive a preferential share of
our assets before the holders of the common stock receive any assets.
Other rights. Holders of the common stock have no right to
$250,000,000.. convert or exchange the stock into any other security;
. have the stock redeemed; or
. purchase additional stock or to maintain their proportionate ownership
interest.
The common stock does not have cumulative voting rights. Holders of shares of
our common stock are not required to make additional capital contributions.
Our common stock is listed and traded on the New York Stock Exchange under
the symbol "ABK."
Directors' liability
Our amended and restated certificate of incorporation provides that, to the
fullest extent permitted under Delaware law, a member of the board of directors
will not be personally liable to us or our stockholders for monetary damages for
any breach of fiduciary duty as a director.
Our amended and restated certificate of incorporation allows us to indemnify
directors and officers. We also maintain a directors' and officers' liability
insurance policy.
Transfer agent and registrar
Citibank, N.A. is the transfer agent and registrar for the common stock.
Provisions of our amended and restated certificate of incorporation and by-
laws and Delaware law that may have anti-takeover effects
Removal of directors by stockholders. Delaware law provides that members of a
board of directors may be removed, with or without cause, by a majority of the
outstanding shares entitled to vote on the election of the directors.
Stockholder nomination of directors. Our by-laws provide that a stockholder
must notify us in writing of any stockholder nomination of a director at least
sixty, but not more than ninety, days prior to the date of the meeting for the
election of directors. Except that if we give less than seventy days notice or
prior public disclosure of the date for the meeting, then notice by a
stockholder is timely if received by
5
us no later than the close of business on the tenth day on which such notice was
mailed or such public disclosure was made.
10% stockholder provision. Section 4.5 of our amended and restated
certificate of incorporation provides that no stockholder may cast votes with
respect to 10% or more of our voting stock, regardless of the actual number of
shares of voting stock beneficially held by the stockholder. In addition, any
voting stock held by a stockholder in excess of 10% will not count in the
calculation of or toward a quorum at any meeting of stockholders. These voting
restrictions will not apply to any stockholder whose acquisition or ownership of
10% or more of our voting stock has been approved by the Wisconsin Commissioner.
Delaware Business Combination Statute. Section 203 of the Delaware General
Corporation Law is applicable to us. Section 203 of the DGCL restricts some
types of transactions and business combinations between a corporation and a 15%
stockholder. A 15% stockholder is generally considered by Section 203 to be a
person owning 15% or more of the corporation's outstanding voting stock. Section
203 refers to a 15% stockholder as an "interested stockholder." Section 203
restricts these transactions for a period of three years from the date the
stockholder acquired 15% or more of our outstanding voting stock. With some
exceptions, unless the transaction is approved by the board of directors and the
holders of at least two-thirds of the outstanding voting stock of the
corporation, Section 203 prohibits significant business transactions such as:
. a merger with, disposition of significant assets to or receipt of
disproportionate financial benefits by the 15% stockholder, or
. any other transaction that would increase the 15% stockholder's proportionate
ownership of any class or series of our capital stock.
The shares held by the 15% stockholder are not counted as outstanding when
calculating the two-thirds of the outstanding voting stock needed for approval.
The prohibition against these transactions does not apply if:
. prior to the time that any stockholder became a 15% stockholder, the board of
directors approved either the business combination or the transaction in
which such stockholder acquired 15% or more of our outstanding voting stock,
or
. the 15% stockholder owns at least 85% of the outstanding voting stock of the
corporation as a result of the transaction in which such stockholder acquired
15% or more of our outstanding voting stock. Shares held by persons who are
both directors and officers or by some types of employee stock plans are not
counted as outstanding when making this calculation.
Stockholders rights plan
Under Delaware law, a corporation may create and issue rights entitling the
holders of such rights to purchase from the corporation shares of its capital
stock of any class or classes, unless prohibited by its certificate of
incorporation. The price and terms of these shares must be stated in the
certificate of incorporation or in a resolution adopted by the board of
directors.
We have entered into a stockholder rights agreement. As with most stockholder
rights agreements, the terms of our rights agreement are complex and not easily
summarized, particularly as they relate to the acquisition of our common stock
and to exercisability of the rights. This summary may not contain all of the
information that is important to you. Accordingly, you should carefully read our
rights agreement, which is incorporated by reference into this prospectus in its
entirety.
Our rights agreement provides that each share of our common stock outstanding
will initially have attached to it the right to purchase one one-hundredth of a
Series A junior participating preferred share of Ambac. As a result of stock
splits effected since the adoption of our stockholders rights agreement, each
share of common stock presently has attached to it
6
one-third of a share. The purchase price per one one-hundredth of a share of
preferred stock is $190, but this amount may be adjusted in some circumstances.
Initially, the rights are attached to all common stock certificates
representing shares then outstanding, and no separate rights certificates will
be distributed. The rights will separate from the common stock and a
distribution date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"acquiring person") has acquired, or obtained the right to acquire, beneficial
ownership of 20% or more of the outstanding shares of common stock or, with
respect to persons that beneficially own 15% or more of the outstanding shares
of common stock on January 31, 1996, such person has acquired, or obtained the
right to acquire, beneficial ownership of 25% or more of the outstanding shares
of common stock, or (ii) 10 business days, or such later date as the board shall
determine, following the commencement of a tender offer or exchange offer that
would result in a person or group becoming an acquiring person. Until the
distribution date the rights will be evidenced by the common stock certificates
and will be transferred with and only with such common stock certificates, new
common stock certificates issued after the record date will contain a notation
incorporating the rights agreement by reference and the surrender for transfer
of any certificates for common stock outstanding will also constitute the
transfer of the rights associated with the common stock represented by such
certificate.
The rights are not exercisable until the distribution date and will expire at
the close of business on January 31, 2006, unless earlier redeemed or exchanged
by Ambac as described below.
As soon as practicable after the distribution date, rights certificates will
be mailed to holders of record of the common stock as of the close of business
on the distribution date and, thereafter, the separate rights certificates alone
will represent the rights. Except as otherwise determined by the board, only
shares of common stock issued prior to the distribution date will be issued with
rights.
In the event that a person becomes an acquiring person, except pursuant to an
offer for all outstanding shares of common stock that the independent directors
determine to be fair to and otherwise in the best interests of Ambac and its
stockholders, each holder of a right will thereafter have the right to receive,
upon exercise, common stock having a value equal to two times the exercise price
of the right. Following the occurrence of the event set forth in this paragraph,
all rights that are, or were, beneficially owned by any acquiring person will be
null and void.
In the event that, at any time following the stock acquisition date, (i)
Ambac is acquired in a merger or other business combination transaction in which
Ambac is not the surviving corporation (other than a merger which follows an
offer described in the preceding paragraph), or (ii) fifty percent (50%) or more
of Ambac's assets, cash flow or earning power is sold or transferred, each
holder of a right shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the right.
At any time after a person becomes an acquiring person and prior to the
acquisition by such person or group of 50% or more of the outstanding common
stock, the board may exchange the rights (other than rights owned by such person
or groups which have become void), in whole or in part, at an exchange ratio of
three shares of common stock, or one one-hundredth of a share of preferred
stock, per right (subject to adjustment).
At any time until 10 days following the stock acquisition date, Ambac may
redeem the rights in whole, but not in part, at a price of $.01 per right.
Immediately upon the action of the board ordering redemption of the rights, the
rights will terminate and the only right of the holders of rights will be to
receive the $.01 redemption price.
7
Any of the provisions of the rights agreement may be amended by the board
prior to the distribution date. After the distribution date, the provisions of
the rights agreement may be amended by the board in order to cure any ambiguity,
to make changes which do not adversely affect the interests of holders of
rights, or to shorten or lengthen any time period under the rights agreement;
provided, however, that no amendment may be made at such time as the rights are
- -------- -------
not redeemable.
The rights may have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire Ambac in a
manner which causes the rights to become discount rights unless the offer is
conditional on a substantial number of rights being acquired. The rights,
however, should not affect any prospective offeror willing to make an offer at a
fair price and otherwise in the best interests of Ambac and its stockholders as
determined by a majority of the directors who are not affiliated with the person
making the offer, or willing to negotiate with the board. The rights should not
interfere with any merger or other business combination approved by the board
since the board may, at its option, at any time until ten days following the
stock acquisition date redeem all but not less than all the then outstanding
rights at the redemption price.
The terms of our amended and restated certificate of incorporation and by-
laws are complex and not easily summarized. The above summary may not contain
all of the information that is important to you. Accordingly, you should
carefully read our amended and restated certificate of incorporation and by-
laws, which are incorporated by reference into this prospectus in their
entirety.
Preferred stock
General. We are authorized to issue 4,000,000 shares of preferred stock. No
shares of preferred stock are currently issued or outstanding. However, shares
of preferred stock designated as Series A junior participating preferred stock
are authorized and reserved for issuance in connection with the rights agreement
described above. Our board of directors may, without stockholder approval, issue
shares of preferred stock. The board can issue more than one series of preferred
stock. The board has the right to fix the number of shares, dividend rights,
conversion rights, voting rights, redemption rights, liquidation preferences and
any other rights, preferences, privileges and restrictions applicable to the
preferred stock it decides to issue.
Voting rights. The DGCL provides that the holders of preferred stock will
have the right to vote separately as a class on any proposal involving
fundamental changes in the rights of holders of such preferred stock.
Conversion or exchange. The prospectus supplement will describe the specific amounts, prices and terms, if
any, on which the preferred stock may be convertible into or exchangeable for
our common stock, debt securities or other preferred stock. These terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of anythe holder or at our option. These provisions may allow or require the
number of our shares of common stock or other securities we offer.
Throughout this Prospectus:
oto be received by the
term "Senior Debt Securities" refersholders of preferred stock to our unsecured
senior debt securities;
o the term "Subordinated Debt Securities" refers to our
unsecured subordinated debt securities; and
o the term "Debt Securities" refers to Senior Debt
Securities and Subordinated Debt Securities.
ISSUANCEbe adjusted.
DESCRIPTION OF DEBT SECURITIES
UNDER INDENTURE
AmbacThe debt securities will issue Debt Securitiesbe issued under an indenture, (the
indenture, as supplemented from time to time, is referred to in this
Prospectus as the "Indenture"), dated as of August 1, 1991March 15,
2001, between Ambac and The Chase ManhattanFirst Union National Bank, which serves as the trustee
under the Indenture. A copyindenture.
We have summarized all material provisions of the Indentureindenture below. The form
of the indenture has been incorporated by referencefiled as an exhibit to the registration statement of which this Prospectus is a
part. This Prospectus contains a summary of certain provisions of the
Indenture. However,and
you should referread the indenture for provisions that may be important to the Indenture itself for a
complete understanding of its exact provisions.you.
General
The Indenture allows us to issue Debt Securities in an unlimited
aggregate principal amount and in one or more series at various times.
The specific terms of any series of Debt Securitiesdebt securities will be established
by an indenture supplemental to the Indenture or a resolution of Ambac's
board of directors and may include certain terms not included in the
Indenture or exclude certain terms that are contained in the Indenture.
However, the specific terms of any series of Debt Securitiesour direct unsecured general obligations. The
debt securities will be
described in a prospectus supplement.
TERMS
The applicable prospectus supplement will describe the following
terms of the Debt Securities of each series:
o the title of the Debt Securities and whether they are
Subordinated Debt Securities or Senior Debt Securities;
o any limit on the aggregate principal amount of the Debt
Securities;
o the price or prices at which we will sell the Debt
Securities;
o the maturity date or dates of the Debt Securities;
o the per annum interest rate or rates, if any, on the
series and the date or dates from which any such interest
will accrue;
o whether the amount of payments of principal of (and
premium, if any) or interest on the Debt Securities may be
determinedrank equally with reference to any index, formula or other
method, such as one or more currencies, commodities,
equity indices or other indices, and the manner of
determining the amount of such payments;
o the dates on which we will pay interest on the Debt
Securities and the regular record date for determining who
is entitled to the interest payable on any interest
payment date;
o the place or places where the principal of (and premium,
if any) and interest on the Debt Securities will be
payable;
o if we possess the option to do so, the periods within
which and the prices at which we may redeem the Debt
Securities, in whole or in part, pursuant to optional
redemption provisions, and the other terms and conditions
of any such provisions;
o our obligation, if any, to redeem, repay or purchase
Debt Securities by making periodic payments to a sinking
fund or through an analogous provision or at the option of
holders of the Debt Securities, and the period or periods
within which and the price or prices at which we will
redeem, repay or purchase the Debt Securities, in whole or
in part, pursuant to such obligation, and the other terms
and conditions of such obligation;
o the denominations in which the Debt Securities will be
issued, if other than $1,000 and integral multiples of
$1,000;
o the portion or methods of determining the portion of the
principal amount of the Debt Securities which we must pay
upon the acceleration of the maturity of the Debt
Securities in connection with an Event of Default (as
described below), if other than the full principal amount;
o the currency, currencies or currency unit in which we will
pay the principal of (and premium, if any) or interest, if
any, on the Debt Securities, if not United States dollars;
o provisions, if any, granting special rights to holders of
the Debt Securities upon the occurrence of specified
events;
o any deletions from, modifications of or additions to the
Events of Default or our covenants with respect to the
applicable series of Debt Securities, and whether or not
such Events of Default or covenants are consistent with
those contained in the Indenture;
o the application, if any, of the terms of the Indenture
relating to defeasance and covenant defeasance (which
terms are described below) to the Debt Securities;
o whether any of the Debt Securities will be issued in
global form and, if so, the terms and conditions upon
which global Debt Securities may be exchanged for
certificated Debt Securities;
o the depositary for global or certificated Debt Securities;
o any trustees, authenticating or paying agents, transfer
agents or registrars or other agents with respect to the
Debt Securities; and
o any other terms of the Debt Securities consistent with the
provisions of the Indenture.
SUBORDINATION
The prospectus supplement relating to any offering of
Subordinated Debt Securities will describe the specific subordination
provisions. However, unless otherwise noted in the prospectus supplement,
Subordinated Debt Securities will be subordinate and junior in right of
payment to all Senior Indebtedness of Ambac.
Under the Indenture, "Senior Indebtedness" means all notes or
other unsecured evidences of our indebtedness, whether outstanding on the
date of the Indenture or created, assumed or incurred at a later date,
for money we borrow (including all indebtedness of any other person for
money borrowed which we guarantee) not expressed to be subordinate or
junior in right of payment to any other of our indebtedness.
Unless otherwise noted in the accompanying prospectus
supplement, if we default in the payment of any principal of (or premium,
if any) or interest on any Senior Indebtedness when it becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise, then, unless and until such default is cured or
waived or ceases to exist, we will make no direct or indirect payment (in
cash, property, securities, by set-off or otherwise) in respect of the
principal of or interest on the Subordinated Debt Securities, or in
respect of any redemption, retirement, purchase or other acquisition of
any of the Subordinated Debt Securities.
If any of the following events occurs, we will pay in full all
Senior Indebtedness before we make any payment or distribution under the
Subordinated Debt Securities, whether in cash, securities or other
property, to any holder of Subordinated Debt Securities:
o any insolvency, bankruptcy, receivership, liquidation,
reorganization, or other similar case or proceeding
relating to us, our creditors or our assets;
o any proceeding for the liquidation, dissolution or other
winding-up of Ambac, voluntary or involuntary, whether or
not involving insolvency or bankruptcy;
o any general assignment by us for the benefit of creditors; or
o any other marshaling of our assets or liabilities.
In such event, any payment or distribution under the
Subordinated Debt Securities, whether in cash, securities or other
property, which would otherwise (but for the subordination provisions) be
payable or deliverable in respect of the Subordinated Debt Securities,
will be paid or delivered directly to the holders of Senior Indebtedness
in accordance with the priorities then existing among such holders until
all Senior Indebtedness has been paid in full. If any payment or
distribution under the Subordinated Debt Securities is received by any
holder of any Subordinated Debt Securities in contravention of any of the
terms of the Indenture and before all the Senior Indebtedness has been
paid in full, such payment or distribution or security will be received
in trust for the benefit of, and paid over or delivered and transferred
to, the holders of the Senior Indebtedness at the time outstanding in
accordance with the priorities then existing among such holders for
application to the payment of all Senior Indebtedness remaining unpaid to
the extent necessary to pay all such Senior Indebtedness in full.
The Indenture does not limit the issuance of additional Senior
Indebtedness.debt.
8
Because we are a holding company, our rights and the rights of our creditors,
including the holders of Debt Securities,debt securities, to participate in the assets of any
subsidiary upon its liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors, except to the extent that we may ourself
be a creditor with recognized claims against the subsidiary.
RESTRICTIVE COVENANTSA prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. The terms will be
established in a prospectus supplement. The prospectus supplement will include
some or all of the following for a particular series of debt securities:
. the title of debt securities;
. any limit on the aggregate principal amount of the debt securities;
. the price or prices at which we will sell the debt securities;
. the maturity date or dates of the debt securities;
. the per annum interest rate or rates, if any, on the series and the date or
dates from which any such interest will accrue;
. whether the amount of payments of principal of (and premium, if any) or
interest on the debt securities may be determined with reference to any
index, formula or other method, such as one or more currencies, commodities,
equity indices or other indices, and the manner of determining the amount of
such payments;
. the dates on which we will pay interest on the debt securities and the
regular record date for determining who is entitled to the interest payable
on any interest payment date;
. the place or places where the principal of (and premium, if any) and interest
on the debt securities will be payable;
. if we possess the option to do so, the periods within which and the prices at
which we may redeem the debt securities, in whole or in part, pursuant to
optional redemption provisions, and the other terms and conditions of any
such provisions;
. our obligation, if any, to redeem, repay or purchase debt securities by
making periodic payments to a sinking fund or through an analogous provision
or at the option of holders of the debt securities, and the period or periods
within which and the price or prices at which we will redeem, repay or
purchase the debt securities, in whole or in part, pursuant to such
obligation, and the other terms and conditions of such obligation;
. the denominations in which the debt securities will be issued, if other than
$1,000 and integral multiples of $1,000;
. the portion or methods of determining the portion of the principal amount of
the debt securities which we must pay upon the acceleration of the maturity
of the debt securities in connection with an Event of Default (as described
below), if other than the full principal amount;
. the currency, currencies or currency unit in which we will pay the principal
of (and premium, if any) or interest, if any, on the debt securities, if not
United States dollars;
9
. provisions, if any, granting special rights to holders of the debt securities
upon the occurrence of specified events;
. any deletions from, modifications of or additions to the Events of Default or
our covenants with respect to the applicable series of debt securities, and
whether or not such Events of Default or covenants are consistent with those
contained in the indenture;
. the application, if any, of the terms of the indenture relating to defeasance
and covenant defeasance (which terms are described below) to the debt
securities;
. whether any of the debt securities will be issued in global form and, if so,
the terms and conditions upon which global debt securities may be exchanged
for certificated debt securities;
. the depositary for global or certificated debt securities;
. any trustees, authenticating or paying agents, transfer agents or registrars
or other agents with respect to the debt securities; and
. any other terms of the debt securities consistent with the provisions of the
indenture.
10
Restrictive Covenants
Unless we tell you otherwise in an accompanying prospectus supplement, the
following restrictive covenants shall apply to each series of Senior Debt Securities:
1.debt securities:
Limitation on Liens. So long as any Debt Securitiesdebt securities are outstanding, neither
Ambac nor any of its subsidiaries will create, incur or guarantee any debt which
is secured by any mortgage, pledge, lien, security interest or other encumbrance
on any capital stock of Ambac Assurance, any successor to the business of Ambac
Assurance which is also a subsidiary of Ambac or any corporation (other than
Ambac) having direct or indirect control of Ambac Assurance or any such
successor. However, this restriction will not apply if the Debt Securitiesdebt securities then
outstanding are secured at least equally and ratably with the otherwise
prohibited secured debt so long as it is outstanding.
2. Limitations on Dispositions of Stock of Certain Subsidiaries. So long as any
Debt Securitiesdebt securities are outstanding and subject to the provisions of the Indentureindenture
regarding mergers, consolidations and sales of assets, neither Ambac nor any of
its subsidiaries will sell or otherwise dispose of any shares of capital stock
of Ambac Assurance, any successor to the business of Ambac Assurance which is
also a subsidiary of Ambac or any corporation (other than Ambac) having direct
or indirect control of Ambac Assurance or any such successor, except for:
o. a sale or other disposition of any of such stock to a wholly-owned subsidiary
of Ambac or of such subsidiary;
o. a sale or other disposition of all of such stock for at least fair value (as
determined by Ambac's board of directors acting in good faith); or
o. a sale or other disposition of any of such stock for at least fair value (as
determined by Ambac's board of directors acting in good faith), if, after
such transaction, Ambac and its subsidiaries would own more than 80% of the
issued and outstanding voting stock of Ambac Assurance or any such successor.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONSConsolidation, Merger, Sale of Assets and Other Transactions
Under the Indenture,indenture, so long as any Debt Securitiesdebt securities are outstanding, we may
not consolidate or merge with another corporation or convey, transfer or lease
its properties or assets as an entirety or substantially as an entirety to
another person, unless:
o. the successor or purchaser is a corporation organized under the laws of the
United States, any state within the United States or the District of
Columbia;
o. the successor or purchaser expressly assumes our obligations under the
Indentureindenture and the Debt Securities;debt securities; and
o. immediately after the transaction, no Event of Default, and no event which,
if notice was given and/or a certain period of time passed,
11
would become an Event of Default, shall exist.
Except as described above, neither the Indentureindenture nor the Debt
Securitiesdebt securities
contain "event risk" or similar provisions intended to protect you if we become
involved in a merger or other significant corporate event.
EVENTS OF DEFAULTEvents of Default
Unless we tell you otherwise in an accompanying prospectus supplement, the
following shall constitute "Events of Default" under the Indentureindenture with respect
to each series of Debt Securities:
odebt securities:
. our failure for 30 days to pay any interest on any Debt
Securitydebt security of such
series when due;
o. our failure to pay principal (or premium, if any) on any Debt Securitydebt security of
such series when due, regardless of whether such payment became due because
of maturity, redemption, acceleration or otherwise;
o. our failure to perform any of our covenants with respect to such Debt Securitiesdebt
securities for 60 days after we receive notice of such failure; o certain defaults with respect to our debt (other than the
Debt Securities or non-recourse debt) in an aggregate
principal amount in excess of $10,000,000 consisting of
the failure to make any payment at maturity or that
results in acceleration of the maturity of such debt; and
o. certain events of bankruptcy, insolvency or reorganization of Ambac, Ambac
Assurance or any successor to the business of Ambac Assurance which is also a
subsidiary of Ambac.
We are required to file with the trustee each year a written statement as to
our compliance with certain of our obligations under the Indenture.
REMEDIESindenture.
Remedies
If an Event of Default resulting from the failure to pay interest or
principal (or premium, if any) on the Debt Securitiesdebt securities of any series exists,
either the trustee or the holders of 25% in aggregate principal amount of
outstanding Debt Securitiesdebt securities of such series may declare the principal of all the
outstanding Debt Securitiesdebt securities of that series and all accrued interest on those
Debt Securitiesdebt securities immediately due.
If one of the other Events of Default exists, either the trustee or the
holders of 25% in aggregate principal amount of the outstanding Debt Securitiesdebt securities
of all existing series (voting together as one class) may declare the principal
of all the outstanding Debt Securitiesdebt securities of all series and all accrued interest on
those Debt Securitiesdebt securities immediately due.
Under certain conditions, these declarations may be annulled and defaults
which have been cured may be waived by the holders of a majority in aggregate
principal amount of the outstanding Debt Securitiesdebt securities of the affected series
(voting separately) or of all series (voting together as one class), whichever
was required to make the declaration in the first place.
Before the principal of the Debt Securitiesdebt securities of any series is declared
immediately due as described above, the holders of a majority in aggregate
principal amount of the outstanding Debt Securitiesdebt securities of the affected series
(voting separately) or of all series (voting together as one class), depending
on the nature of the Event of Default, may waive any Event of Default other than
an Event of Default:
o. resulting from a failure to pay principal of (and premium, if any) or
interest on any of the Debt Securitiesdebt securities or
o. in respect of a provision of the Indentureindenture which cannot be modified without
the consent of the holder of each Debt
Securitydebt security affected by the modification.
If an Event of Default occurs, the holders of a majority in aggregate
principal amount of the outstanding Debt Securitiesdebt securities of eachthe affected series
12
(voting separately) or of all series (voting together as one class), depending
on the nature of the proceeding, may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee. However, unless the Indentureindenture
requires otherwise, the trustee is not under any obligation to exercise any of
its rights or powers under the Indentureindenture at the request or direction of holders
of Debt Securitiesdebt securities unless such holders offer reasonable indemnity to the
trustee.
DEFEASANCE AND COVENANT DEFEASANCEDefeasance and Covenant Defeasance
We may, at our option, irrevocably deposit with the trustee money and/or
United States government obligations in an amount that would be sufficient to
pay the principal of (and premium, if any) and interest on the Debt Securitiesdebt securities
of a series when each payment becomes due. If we do so, we may then elect to be
discharged from our obligations on the Debt Securitiesdebt securities of such series (other
than certain continuing obligations specified in the Indentureindenture relating to the
transfer of Debt Securities,debt securities, the replacement of temporary or mutilated, lost or
stolen Debt Securitiesdebt securities and the place we maintain for payments onof the Debt Securities)debt
securities) or to be discharged from our obligations with respect to the Debt Securitiesdebt
securities of such series under certain covenants.
Notwithstanding the deposit of funds and/or United States government
obligations described above, in order to effect defeasance or covenant
defeasance, the Indentureindenture requires us to deliver to the trustee an opinion of
counsel that the contemplated defeasance or covenant defeasance will not cause
the holders of Debt Securitiesdebt securities of the relevant series to recognize income, gain
or loss for Federalfederal income tax purposes.
MODIFICATION AND WAIVERModification and Waiver
Under the Indenture,indenture, Ambac and the trustee may supplement the Indentureindenture for
certain purposes which would not materially adversely affect the interests of
the holders of Debt Securitiesdebt securities of a series without the consent of those holders.
Ambac and the trustee may also modify the Indentureindenture or any supplemental
indenture in a manner that affects the interests or rights of the holders of
Debt Securitiesdebt securities with the consent of the holders of at least a majority in
principal amount of the outstanding Debt Securitiesdebt securities of all affected series
(voting together as one class). However, any modification which would (i) change
the maturity or reduce the principal amount of any Debt Securities,debt securities, reduce their
interest rate or extend the time of interest payments, reduce any amount payable
upon redemption of such Debt Securitiesany debt securities or impair or affect the right of any
holder of Debt Securitiesdebt securities to institute suit for payments on the Debt Securitiesdebt securities
or (ii) make certain changes to the requirements for modification of the
Indentureindenture or any supplemental indenture, requires the consent of each holder of
Debt Securitiesdebt securities that would be affected by the modification.
In addition, no supplementalThe indenture may directly or indirectly modify the Indenture in any manner
which might alter the subordination of outstanding Subordinated Debt
Securities.
The Indenture permits the holders of at least a majority in aggregate principal amount
of the outstanding Debt Securitiesdebt securities of all series (voting together as one class)
to waive our compliance with certain covenants contained in the Indenture.
PAYMENT AND PAYING AGENTSindenture.
Payment and Paying Agents
We will make payment of principal of and premium (if any) and interest on
Debt Securitiesdebt securities at the place we designate. We may, at our option, make payments
of interest by check mailed to the address of the person entitled to receive
such interest payment according to the register for the Debt Securitiesdebt securities or by
transfer to an account of such person. Interest payments will be made to the
person in whose name a Debt
Securitydebt security is registered as of a certain number of
days prior to the relevant payment date. Although we may designate additional
paying agents or remove paying agents, we will at all times maintain a paying
agent in each place we designate for payment.
13
If the Debt Securitiesdebt securities are represented by global certificates, payments on them will
be made to DTC (as defined in the next paragraph).
DENOMINATIONS, REGISTRATIONS AND TRANSFERDenominations, Registrations and Transfer
Unless we tell you otherwise in an accompanying prospectus supplement, Debt Securitiesdebt
securities will be represented by one or more global certificates registered in
the name of a nominee for The Depository Trust Company ("DTC"). In such case,
each holder'sowner's beneficial interest in the global securities will be shown on the
records of DTC and transfers of beneficial interests will only be effected
through DTC's records.
A holder of Debt Securities may only exchange a beneficial
interestBeneficial interests in a global security may only be exchanged for
certificated securities registered in the holder'sparticular owner's name if:
o. DTC notifies us that it is unwilling or unable to continue serving as the
depositary for the relevant global securities or DTC ceases to maintain
certain qualifications under the Securities Exchange Act of 1934 and no
successor depositary has been appointed for 90 days;
o. We determine, in our sole discretion, that the global security shall be
exchangeable; or
o. an Event of Default has occurred and is continuing.
If Debt Securitiesdebt securities are issued in certificated form, they will only be issued
in the minimum denomination specified in the accompanying prospectus supplement
and integral multiples of such denomination. Transfers and exchanges of such
Debt Securitiesdebt securities will only be permitted in such minimum denomination. Transfers
of Debt Securitiesdebt securities in certificated form may be registered at the trustee's
corporate office or at the offices of any paying agent or trustee appointed by
Ambac under the Indenture.indenture. Exchanges of Debt Securitiesdebt securities for an equal aggregate
principal amount of Debt Securitiesdebt securities in different denominations may be also be made
at such locations.
GOVERNING LAWGoverning Law
The Indentureindenture and Debt Securitiesdebt securities will be governed by the laws of New York.
OUR RELATIONSHIP WITH THE TRUSTEEOur Relationship with the Trustee
The trustee under the Indenture, The Chase Manhattanindenture, First Union National Bank, occasionally acts
as trustee in connection with obligations insured by Ambac Assurance. We also
have other business dealings with The Chase
ManhattanFirst Union National Bank and its affiliates
in its capacity as a commercial bank.
Conversion or exchange rights
The prospectus supplement will describe the terms, if any, on which a series
of debt securities may be convertible into or exchangeable for our common stock,
preferred stock or other debt securities. These terms will include provisions as
to whether conversion or exchange is mandatory, at the option of the holder or
at our option. These provisions may allow or require the number of our shares of
common stock or other securities to be received by the holders of such series of
debt securities to be adjusted.
WHERE YOU CAN FIND MORE
INFORMATION
We file reports, proxy statements, and other information with the SEC. These
reports, proxy statements, and other information can be read and copied at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The SEC maintains an internet site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding companies that file electronically with the SEC, including Ambac.
These reports, proxy statements and other information can also be read at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
14
This prospectus is part of a registration statement filed by us with the SEC.
The full registration statement can be obtained from the SEC as indicated above,
or from us.
The SEC allows us to "incorporate by reference" the information it files with
the SEC. This permits us to disclose important information to you by referencing
these filed documents. Any information referenced this way is considered part of
this prospectus, and any information filed with the SEC subsequent to this
prospectus and prior to the termination of the particular offering referred to
in such prospectus supplement will automatically be deemed to update and
supersede this information. We incorporate by reference the following documents
which have been filed with the SEC:
. Annual Report and Form 10-K for the fiscal year ended December 31, 1999;
. Quarterly reports on Form 10-Q for the quarters ended March 31, 2000, June
30, 2000 and September 30, 2000;
. Current Reports on Form 8-K filed January 27, 2000, March 13, 2000, March 22,
2000, January 24, 2001 and March 19, 2001; and
. Registration Statements on Form 8-A dated June 12, 1991 and February 28,
1996.
We incorporate by reference the documents listed above and any future filings
made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.
We will provide without charge upon written or oral request, a copy of any or
all of the documents which are incorporated by reference to this prospectus,
other than exhibits which are specifically incorporated by reference into those
documents. Requests should be directed to Brian S. Moore, Managing Director,
Investor Relations, Ambac Financial Group, Inc., One State Street Plaza, New
York, New York 10004 (telephone number (212) 668-0340).
PLAN OF DISTRIBUTION
We may sell Debt Securities (a) through underwritersthe common stock, preferred stock or dealers;
(b) directly toany series of debt
securities in one or more purchasers;of the following ways from time to time:
. to underwriters for resale to investors;
. directly to investors; or
(c). through agents.agents to investors.
The relevant prospectus supplementsupplements will includestate the terms of the offering of the
securities, including:
. the name or names of any underwriters
dealers or agents,
retained. The prospectus supplement also will include. the purchase price or prices of such securities and the Debt Securities, our proceeds from
the sale,to be received by us,
. any underwriting discounts or commissionsagency fees and other items constituting
underwriters' compensation.
Theor agents' compensation,
. any initial public offering price of such securities,
. any discounts or concessions allowed or reallowed or paid to dealers, and
. any securities exchanges on which such securities may be listed.
If we use underwriters in the sale, the securities will acquirebe acquired by the
Debt Securitiesunderwriters for their own account. Theyaccount and may resell the Debt Securitiesbe resold from time to time in one or
more transactions, includingincluding:
. negotiated transactions,
. at a fixed public offering price or prices, which may be changed,
. at varyingmarket prices determinedprevailing at the time of sale. Thesale, or
. at prices related to prevailing market prices.
15
Unless otherwise stated in a prospectus supplement, the obligations of the
underwriters to purchase theany securities will be subject to certain
conditions. Theconditioned on customary closing
conditions and the underwriters will be obligated to purchase all theof such
securities, offered if they purchase any securities. Any initial public
offering priceare purchased.
Underwriters and any discounts or concessions allowed or re-allowed or
paid to dealersagents may be changed from timeentitled under agreements entered into with us
to time.
Underwriters, dealers, and agents that participate in the
distribution of the Debt Securities may be underwriters as defined in the
Securities Act of 1933 ("Securities Act"), and any discounts or
commissions receivedindemnification by them from Ambac and any profit on the resale of
the Debt Securities by them may be treated as underwriting discounts and
commissions under the Securities Act.
We may have agreements with the underwriters, dealers, and
agents to indemnify themus against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contributecontribution with respect to
payments which the underwriters dealers or agents may be required to make.
Any underwriter may engage in over-allotment, stabilizing
transactions, short covering transactions and penalty bids in accordance
with Regulation M under the Securities Exchange Act. Over-allotment
involves sales in excess of the offering size, which creates a short
position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified
maximum. Short covering transactions involve purchases of the securities
in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the
dealer are purchased in a covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than
it would otherwise be. If commenced, the underwriters may discontinue
those activities at any time.
Underwriters dealers and agents may be customers of, engage in transactions with, or
perform services for us orand our subsidiariesaffiliates in the ordinary course of their businesses.business.
Any underwriters to whom securities are sold by us for public offering and
sale may make a market in the securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. The securities, other than the common stock, may or may not be listed on
a national securities exchange. Securities offered by a prospectus supplement
will be a new issue of securities and will have no established trading market,
other than our common stock which is listed on the New York Stock Exchange. Any
common stock sold will be listed on the New York Stock Exchange, upon official
notice of issuance.
LEGAL OPINIONS
Richard B. Gross, who is Ambac'sAnne G. Gill, Esq., First Vice President, Assistant General Counsel and
Secretary of Ambac, One State Street Plaza, New York, New York 10004, and/or
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York 10036 will issueact as
our legal counsel. Anne G. Gill, Esq. beneficially owns, or has the right to
acquire under Ambac's employee benefit plans, an opinion aboutaggregate of less than 1% of
Ambac's common stock. Brown & Wood LLP, New York, New York, will act as counsel
to the legality of the Debt Securities. Underwriters and
agents may have their own counsel.underwriters or agents.
EXPERTS
TheOur consolidated financial statements of Ambac Financial Group,
Inc.and related financial statement
schedules as of December 31, 19961999 and 1995,1998 and for each of the years in the
three-yearthree year period ended December 31, 19961999, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
Peat Marwick
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
To the extent that KPMG Peat Marwick LLP audits
and reports on financial statements of Ambac Financial Group, Inc. issued
at future dates, and consents to the use of their report thereon, such
financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said authority.
YOU SHOULD RELY ONLY ON THE INFORMATION $ 250,000,000
CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT. WE HAVE AUTHORIZED Debt Securities of
NO ONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. WE ARE NOT MAKING AN OFFER OF
THESE SECURITIES IN ANY STATE WHERE THE OFFER IS
NOT PERMITTED. Ambac Financial
Group, Inc.
YOU SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THE DOCUMENT.
-----------------------
TABLE OF CONTENTS _______________
PAGE
PROSPECTUS
Where You Can Find Additional Information......4
Ambac Financial Group, Inc.....................6
Use of Proceeds................................7 _______________
Ratio of Earnings to Fixed Charges.............7
Description of the Debt Securities.............8
Plan of Distribution..........................17
Legal Opinions................................18 [DATE]
Experts.......................................1816
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEMItem 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.Other Expenses of Issuance and Distribution.
- ------------------------------------------------------
The estimated expenses in connection withrelating to the issuance and
distributionregistration of the securities being registered, other than underwriting
compensation, are:
Filing Fee forshares of common stock will
be borne by the registrant. Such expenses are estimated to be as follows:
Securities and Exchange Commission Registration Statement (actual)......Fee.............. $73,750
Legal 125,000
Transfer Agents and Trustees' Fees and Expenses.............................75,000Expenses.................. $ 25,000
Printing and Engraving Fees and Expenses......................... $ 150,000
Accounting Fees and Expenses........................20,000
PrintingExpenses..................................... $ 75,000
Legal Fees....................................................... $ 200,000
Rating Agency Fees............................................... $ 75,000
Stock Exchange Listing Fees...................................... $ 10,000
Miscellaneous.................................................... $ 10,000
-----------
Total............................................................ $ 670,000
Item 15. Indemnification of Directors and Engraving Fees.........................50,000
Trustee's Fees and Expenses.........................10,000
Miscellaneous....................................... 5,000
Total..............................................$233,750
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.Officers.
- ----------------------------------------------------
As authorized by Section 145 of the General Corporation Law of the State of
Delaware, each director and officer of Ambac may be indemnified by Ambac against
expenses (including attorney's fees, judgments, fines and amounts paid in
settlement) actually and reasonably incurred in connection with the defense or
settlement of any threatened, pending or completed legal proceedings in which he
is involved by reason of the fact that he is or was a director or officer of
Ambac if he acted in good faith and in manner that he reasonably believed to be
in or not opposed to the best interests of Ambac and, with respect to any
criminal action or proceeding, if he had no reasonable cause to believe that his
conduct was unlawful. In addition, Article VII of the Amendedamended and Restated
Certificaterestated
certificate of Incorporationincorporation of Ambac and Article IX of its By-lawsby-laws authorize
Ambac to indemnify any person entitled to be indemnified under law. If the legal
proceeding, however, is by or in the right of Ambac, the director or officer may
not be indemnified in respect of any claim, issue or matter as to which he shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to Ambac unless a court determines otherwise.
In addition, Ambac maintains a Directors'directors' and Officers'officers' liability insurance
policy.
Article VI of the Amendedamended and Restated Certificaterestated certificate of Incorporationincorporation of Ambac
provides that, to the fullest extent permitted by law, no director of Ambac will
be personally liable for monetary damages to Ambac or its stockholders for any
breach of fiduciary duty as a director.
ITEMItem 16. EXHIBITS.
Exhibit
No. Description
1.01 FormList of Underwriting Agreement.*
4.01 Indenture dated as of August 1, 1991, betweenExhibits.
- ---------------------------
The Exhibits to this registration statement are listed in the Company and The Chase Manhattan Bank, N.A., as Trustee
(incorporated herein by referenceIndex to
the Registration
Statement of the RegistrantExhibits on Form S-3 (File No.
33-59290) filed with the Commission on March 9, 1993).
5.01 Opinion of Richard B. Gross, Esq. regarding the
legality of the securities being registered.
12.01 Statement regarding computation of ratios of earning to
fixed charges.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of Richard B. Gross, Esq. (included in opinion
filed as Exhibit 5.01).
24 Powers of Attorney of certain officers and directors of
Ambac Financial Group, Inc. (included on signature
page).
25.01 Statement of Eligibility on Form T-1 of The Chase
Manhattan Bank, Trustee under the Indenture
(incorporated herein by reference to the Registration
Statement of the Registrant on Form S-3 (File No.
33-59290) filed with the Commission on March 9, 1993).page II-5.
II-1
Item 17. Undertakings.
- ----------------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a)-----------------------
The undersigned Registrantregistrant 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) toTo include any
prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");1933; (ii) toTo
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 (notwithstandingstatement; 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); andstatement; (iii) toTo 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,statement, provided, however, that (a)(1)(i)paragraphs 1(i) and (a)(1)(ii)1(ii) do not apply if the
information required to be included in a post-effective amendment by those
itemsparagraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrantregistrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the
Securities Exchange Act of 1934 as amended (the "Exchange Act") that are incorporated by reference to thisin the
registration statement.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.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 Registrantregistrant hereby further undertakes that:
(1) Forthat, for purposes of
determining any liability under the Securities Act the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For purposes of determining any liability under the
Securities Act,1933, each filing of the
Registrant'sregistrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act)1934 that is incorporated by reference in thisthe
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrantregistrant pursuant to the foregoing provisions set forth in Item 15, or otherwise, the
Registrantregistrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrantregistrant of expenses
incurred or paid by a director, officer or controlling person of the Registrantregistrant
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 Registrantregistrant will, unless in the opinion of its counsel the matter
has been settled by the controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of
such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ambac Financial Group, Inc.the registrant
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 Statementregistration
statement to be signed below on its behalf by the undersigned, thereunto duly
authorized, in Thethe City of New York, and State of New York on the 2d day of January,
1998.
AmbacMarch 19, 2001.
AMBAC FINANCIAL GROUP, INC.
By /s/ Frank J. Bivona
--------------------------------
Name: Frank J. Bivona
Title: Vice Chairman and Chief Financial
Group, Inc.
By: /s/ RICHARD B. GROSS
Richard B. Gross, Senior
Vice President, General Counsel
and Secretary
KNOWOfficer
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints each Richard B. Gross andof
Frank J. Bivona and Anne G. Gill, as such person's true and lawful attorney-in-factattorney-in-
fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any and all amendments to the Registration Statement, including post-effectivepost-
effective amendments, and registration statements filed pursuant to Rule 462
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and does hereby grant unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact and agent, or any
substitute therefor,therefore, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration
statement has been signed below by the following persons in the capacities indicatedand on the
2d day of January, 1998.dates indicated.
II-3
Signature Title Date
--------- ----- ----
/s/ PHILLIP B. LASSITER Chairman, President, Chief Executive
________________________________ Officer and Director (Principal Phillip B. Lassiter Chairman and Chief Executive
_______________________ Officer
Phillip B. Lassiter (Principal Executive Officer) March 19, 2001
/s/ FRANKFrank J. BIVONA SeniorBivona Vice President,Chairman and Chief Financial
_______________________________________________________ Officer and Treasurer (Principal
Frank J. Bivona Financial and Accounting Officer) March 19, 2001
/s/ MICHAEL A. CALLEN Director
________________________________ Michael A. Callen
/s/ RENSO L. CAPORALI_______________________
Michael A. Callen Director _________________________________March 19, 2001
/s/ Renso L. Caporali
_______________________
Renso L. Caporali Director March 19, 2001
/s/ RICHARD DULUDEJill M. Considine
_______________________
Jill M. Considine Director _________________________________March 19, 2001
/s/ Richard Dulude
_______________________
Richard Dulude Director March 19, 2001
/s/ W. GRANT GREGORYRobert J. Genader
_______________________
Robert J. Genader Director _________________________________March 19, 2001
/s/ W. Grant Gregory
/s/ C. RODERICK O'NEIL_______________________
W. Grant Gregory Director _________________________________March 19, 2001
/s/ C. Roderick O'Neil
_______________________
C. Roderick O'Neil Director March 19, 2001
II-4
EXHIBIT INDEX
ITEM 16. EXHIBITS.
Exhibit
No. Description 1.01 Form of Underwriting Agreement.**
4.01 Indenture dated as of August 1, 1991, between the
Company and The Chase Manhattan Bank, N.A., as Trustee
(incorporated herein by reference to the Registration
Statement of the Registrant on Form S-3 (File No.
33-59290) filed with the Commission on March 9, 1993)Exhibits
- ------- -----------------------
1.1 Form of Underwriting Agreement for debt securities (incorporated herein
by reference to Amendment No. 1 to the Registration Statement on Form S-3
(File No. 333-43695) filed with the Commission on February 6, 1998).
1.2 Form of Underwriting Agreement for preferred stock will be filed as
an exhibit to a Current Report of the Registrant on Form 8-K and
incorporated by reference herein.
1.3 Form of Underwriting Agreement for common stock will be filed as an
exhibit to a Current Report of the Registrant on Form 8-K and
incorporated by reference herein.
4.1 Indenture, dated as of March 15, 2001, between the Company and First
Union National Bank, as Trustee.
4.2 The form of any Note with respect to each particular series of Notes
issued hereunder will be filed as an exhibit to a Current Report of
the Registrant on Form 8-K and incorporated by reference herein.
4.3 The form of any certificate of designation with respect to any
preferred stock issued hereunder will be filed as an exhibit to a
Current Report of the Registrant on Form 8-K and incorporated by
reference herein.
4.4 Definitive Engraved Stock Certificate representing share of common
stock (incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997).
4.5 Conformed Amended and Restated Certificate of Incorporation of the
Company filed with the Secretary of State of the State of Delaware on
July 11, 1997 (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).
4.6 Conformed Copy of the Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of the Registrant filed with
the Secretary of State of the State of Delaware on May 13, 1998
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998).
4.7 By-laws of the Registrant, as amended through January 28, 1998
(incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
4.8 Rights Agreement, dated as of January 31, 1996, between the Company
and Citibank, N.A., as Rights Agent (incorporated by reference to the
Registrant's Registration Statement on Form 8-A dated February 28,
1996).
5.01 Opinion of Richard B. Gross, Esq. regarding the
legality of the securities being registered.
12.01 Statement regarding computation of ratios of earning to
fixed charges.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of Richard B. Gross, Esq. (included in opinion
filed as Exhibit 5.01).
24 Powers of Attorney of certain officers and directors of
Ambac Financial Group, Inc. (included on signature
page).
25.01 Statement of Eligibility on Form T-1 of The Chase
Manhattan Bank, Trustee under the Indenture
(incorporated herein by reference to the Registration
Statement of the Registrant on Form S-3 (File No.
33-59290) filed with the Commission on March 9, 1993).
- ---------------
** To be filed by amendment.
II-5
5.1 Opinion of Anne G. Gill, Esq.
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG LLP, Independent Accountants.
23.2 Consent of Anne G. Gill, Esq. (included in Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors of the Company (included in the
signature pages hereto).
25.1 Statement of Eligibility on Form T-1 of First Union National Bank, Trustee under the
Indenture.
II-6