UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 1-10760
Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: June 30, 2002
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
For the Transition Period Ended: ______________________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Mutual Risk Management Ltd.
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Full Name of Registrant
N/A
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Former Name if Applicable
44 Church Street
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Address of Principal Executive Office (Street and Number)
Hamilton HM 12 Bermuda
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City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
|_| (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
On March 28, 2002, the Pennsylvania Insurance Commissioner entered
a rehabilitation order with respect to Mutual Risk Management Ltd.'s ("the
Company") insurance subsidiaries domiciled in Pennsylvania, Legion
Insurance Company ("Legion Insurance") and Villanova Insurance Company
("Villanova"). In addition, on April 3, 2002, the Illinois Insurance
Commissioner entered a conservation order with respect to Legion Indemnity
Company ("Legion Indemnity" and, collectively with Legion Insurance and
Villanova, the "Legion Companies"), the Company's insurance subsidiary
domiciled in Illinois. The Company is still assessing the ramifications to
the Company of these orders and their impact throughout the (i)
Management's Discussion and Analysis of Financial Condition and Results of
Operations; (ii) Financial Statements and Supplementary Data; and (iii) the
Financial Statement Schedules in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001. Until this analysis is complete, the
Company will not be able to complete its first or second quarter 10-Qs.
In addition, the Company's staff has decreased and many of the
individuals responsible for financial reporting have also been working on
negotiations with the senior lenders to restructure the Company's debt
obligations, which has contributed to the delay in finalizing results. The
Company announced on May 3, 2002 that it has reached an agreement in
principle to restructure its senior debt. The proposed restructuring would
be effected through a Scheme of Arrangement under Bermuda Law, however, the
agreement in principle is not binding on the senior debt holders or the
Company and remains subject to final negotiation, regulatory approval and
the approval of other creditors. The Company and its staff continue to work
on finalizing and, eventually, implementing the proposed restructuring.
The Company has completed a number of asset sales, which has
contributed to the delay in finalizing first and second quarter results.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Richard E. O'Brien 215 963-1938
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(Name) (Area Code) (Telephone
Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). |_| Yes |X| No.
The Amendment to the Annual Report on Form 10-K for the year ended December
31, 2001 has not yet been filed. The Form 10-Q for the period ended March
31, 2002 has not yet been filed.
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No.
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Based on the ongoing developments described in Part III, the
Company has been assessing its ability to continue as a going concern and
the effect of these developments on (i) its financial statements; and (ii)
its strategies going forward. Until this assessment is complete and the
Company files its 10-K/A, it is unable to complete its first or second
quarter Form 10-Qs.
The Company's financial results for the second quarter of 2002
will be significantly lower than the corresponding period of 2001. In
addition, the results of the Legion Companies will not be consolidated
with the Company's financial results.
Mutual Risk Management Ltd.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 14, 2002
By: /s/ Angus H. Ayliffe
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Angus H. Ayliffe, Chief Financial Officer
and Controller
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