SEC Info - Mutual Trust Management Jersey Ltd, et al. - ‘SC 13D’ on 2/8/00 re: Trinsic, Inc.

SEC Info℠

Home

Help

Please Sign In

Mutual Trust Management Jersey Ltd, et al. – ‘SC 13D’ on 2/8/00 re: Trinsic, Inc.

On: Tuesday, 2/8/00 · Accession #: 910484-0-4 · File #: 5-57653

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/08/00  Mutual Trust Mgmt Jersey Ltd      SC 13D                 1:39K  Trinsic, Inc.                     Andrews Kurth LLP/FA
          Eduard J. Mayer
          Fulmead Ventures Limited
          Hemisphere Investments Limited
          Hemisphere Nominees Limited
          Hemisphere Trust Jersey Ltd
          Hemisphere Trustees Limited
          Mutual Risk Management (Holdings) Limited
          Mutual Risk Management Ltd.
          The Mayer Trust

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Hemisphere Trust(Jersey)Limited Schedule 13D          27     88K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
11	Item 1. Security and Issuer
"	Item 2. Identity and Background
13	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
14	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 27 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

Z-Tel Technologies, Inc.
(Name of Issuer)

 Common Stock, par value $0.01 per share

(Title of Class of Securities)

 988 792 108
(CUSIP Number)

 Hemisphere Trust (Jersey) Limited
 P.O. Box. 274
Hemisphere House
36 Hilgrove Street
St. Helier, Jersey JE4 8TR
Attn: Mungo Conner
(011) 44-1534-726573

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 December 31, 1999
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.       

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.                                                                        

*The  remainder of this cover page shall be filled out for a reporting  person's
initial  filing on this form with respect to the subject class of securities and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

SC 13D 2nd Page of 27 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
The Mayer Trust                                             

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)   /_/  

                                                                   (b)   /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
PF                                                          

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)                         /_/             

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Jersey, Channel Islands                                     

NUMBER OF            7       SOLE VOTING POWER            
SHARES                      -0-                         
BENEFICIALLY                                                  
OWNED BY             8       SHARED VOTING POWER          
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9       SOLE DISPOSITIVE POWER      
WITH                       -0-                        

                10      SHARED DISPOSITIVE POWER
         2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                           

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
 -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 2 of 27-

SC 13D 3rd Page of 27 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Eduard J. Mayer                                             

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)   /_/     

                                                             (b)   /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
PF                                                          
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)                         /_/             

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Canada                                                      

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
        EACH                        2,348,520** See disclaimer herein.
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                                10       SHARED  DISPOSITIVE  POWER  2,348,520**
                        See disclaimer herein.

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520**See disclaimer herein.                             

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                         

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
IN                                                          
------------------------------------------------------------------------------- 
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 3 of 27-

SC 13D 4th Page of 27 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Mutual Risk Management Ltd.                                 

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)    /_/   

                                                                (b)    /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO, PF                                                      

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)               /_/                       

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Bermuda                                                     

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                         

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO, HC                                                      
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 4 of 27-

SC 13D 5th Page of 27 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Mutual Risk Management (Holdings) Limited                   

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)   /_/    

                                                               (b)   /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO, PF                                                      

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)            /_/                          

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Bermuda                                                     

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                       

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 5 of 27-

SC 13D 6th Page of 27 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Hemisphere Trust (Jersey) Limited                           

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)    /_/      

                                                          (b)    /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO, PF                                                      

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)       /_/                               

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Jersey, Channel Islands, United Kingdom                     

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                         

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 6 of 27-

SC 13D 7th Page of 27 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Hemisphere Trustees Limited                                 

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)   /_/     

                                                             (b)   /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO, PF                                                      

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)                 /_/                     

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Jersey, Channel Islands, United Kingdom                     

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                     

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 7 of 27-

SC 13D 8th Page of 27 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Hemisphere Nominees Limited                                 

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)  /_/     

                                                              (b)  /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO, PF                                                      

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)        /_/                              

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Jersey, Channel Islands, United Kingdom                     

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                           

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 8 of 27-

SC 13D 9th Page of 27 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Hemisphere Investments Limited                              

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)    /_/   

                                                                (b)    /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO, PF                                                      

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)           /_/                           

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
Jersey, Channel Islands, United Kingdom                     

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                           

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

-Page 9 of 27-

SC 13D 10th Page of 27 TOC 1st Previous Next ↓Bottom Just 10th
CUSIP No.          988 792 108                                                  

1         NAME OF REPORTING PERSON                                              
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)   
Fulmead Ventures Limited                                    

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)   /_/       

                                                         (b)   /_/
3         SEC USE ONLY                                                          

4         SOURCE OF FUNDS*                                                      
OO                                                          

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) OR  2(e)       /_/                               

6         CITIZENSHIP OR PLACE OF ORGANIZATION                                  
British Virgin Islands                                      

NUMBER OF            7        SOLE VOTING POWER           
SHARES                       -0-                        
BENEFICIALLY                                                  
OWNED BY             8        SHARED VOTING POWER         
EACH                        2,348,520                 
REPORTING                                                 
PERSON              9        SOLE DISPOSITIVE POWER     
WITH                        -0-                       

                 10       SHARED DISPOSITIVE POWER
           2,348,520

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
2,348,520                                                     

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
/_/                                                           

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    
7.7%                                                        

14        TYPE OF REPORTING PERSON                                              
OO                                                          
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D

 -Page 10 of 27-

SC 13D 11th Page of 27 TOC 1st Previous Next ↓Bottom Just 11th
Item 1.   Security and Issuer                                                   

          This  Statement  on Schedule  13D  relates to shares of Common  Stock,
$0.01  par  value  (the  "Common  Stock"),  of  Z-Tel  Technologies,  Inc.  (the
"Issuer").  This  Statement is being filed by the Reporting  Persons (as defined
herein)  to report  the  holdings  of shares of Common  Stock of the Issuer as a
result of which the Reporting  Persons may be deemed to be the beneficial owners
of more than 5% of the  outstanding  shares of Common Stock.  The address of the
principal  executive  offices of the Issuer is Knight's Point, 601 South Harbour
Boulevard, Suite 220, Tampa, Florida 33602                                      

Item 2.   Identity and Background                                               

          This  Statement is being filed by Mutual Risk  Management  Limited,  a
Bermuda limited  liability  company ("MRM"),  Mutual Risk Management  (Holdings)
Limited, a Bermuda limited liability company ("MRM Holdings"),  Hemisphere Trust
(Jersey)  Limited,  a Jersey limited  liability  company  ("Hemisphere  Trust"),
Hemisphere  Trustees Limited,  a Jersey limited  liability company  ("Hemisphere
Trustees"),  Hemisphere  Nominees  Limited,  a Jersey limited  liability company
("Hemisphere  Nominees"),  Hemisphere  Investments  Limited,  a  Jersey  limited
liability  company  ("Hemisphere  Investments"),  Fulmead  Ventures  Limited,  a
British Virgin Islands company  ("Fulmead"),  The Mayer Trust, a Channel Islands
Trust (the  "Trust"),  and Eduard J. Mayer  (together  with the Trust,  MRM, MRM
Holdings,  Hemisphere Trust Hemisphere Trustees, Hemisphere Nominees, Hemisphere
Investments,  and Fulmead, the "Reporting Persons").  The name,  citizenship (or
place of organization,  as applicable),  business address, present occupation or
employment of each of the executive  officers,  directors and persons who may be
deemed in control of each of the Reporting Persons are set forth on Appendix A-G
hereto and incorporated herein by reference.                                    

          The shares of Common Stock covered by this Statement are held directly
by  Fulmead.  Fulmead  in turn is owned 50% by  Hemisphere  Nominees  and 50% by
Hemisphere  Investments  acting in a nominee capacity.  Hemisphere  Nominees and
Hemisphere  Investments  are wholly  owned  subsidiaries  of  Hemisphere  Trust.
Hemisphere Trustees, the Trustee of the Trust, is also a wholly owned subsidiary
of Hemisphere  Trust.  Hemisphere  Trust is in turn a wholly owned subsidiary of
MRM Holdings, which is a wholly owned subsidiary of MRM.                        

a.    The Trust and Eduard J. Mayer                                     

          The Trust is a trust formed under the laws of Jersey, Channel Islands.
The principal  business offices of the Trust are located at c/o Hemisphere Trust
(Jersey)  Limited,  P.O. Box 274,  Hemisphere  House,  36 Hilgrove  Street,  St.
Helier,  Jersey JE4 8TR. The sole trustee of the Trust is Hemisphere Trustees. A
principal  beneficiary  of the Trust,  but without  legal right to the assets or
control of the Trust,  is Eduard J. Mayer,  who is also principal a director and
executive  officer of the Issuer.  Because Mr. Mayer does not have investment or
dispositive  power over the Trust or the Common  Stock  held  indirectly  by the
Trust, Mr. Mayer disclaims beneficial ownership of the Common Stock for purposes
of Section 13 of the Act. Mr. Mayer's  principal  business  address is c/o Z-Tel
Technologies,  Inc.,  601 South  Harbor  Island  Boulevard,  Suite  220,  Tampa,
Florida, 33602.                                                                 

b.    MRM                                                               

          MRM is a limited  liability  company formed under the laws of Bermuda.
The  principal  business  of MRM is  risk  management  services.  The  principal
business offices of MRM are located at 44 Church Street, Hamilton HM12, BERMUDA.

 -Page 11 of 27-

SC 13D 12th Page of 27 TOC 1st Previous Next ↓Bottom Just 12th
c.    MRM Holdings                                                      

          MRM Holdings is a limited  liability  company formed under the laws of
Bermuda.  The  principal  business of MRM Holdings is to own and manage  various
trust management  entities.  The principal  business offices of MRM Holdings are
located at 44 Church Street, Hamilton HM 12, BERMUDA.                           

d.    Hemisphere Trust                                                  

          Hemisphere Trust is a limited  liability company formed under the laws
of Jersey,  Channel  Islands.  The principal  business of Hemisphere Trust is to
provide  trust  and  corporate  services.  The  principal  business  offices  of
Hemisphere  Trustees are located at P.O. Box 274,  Hemisphere House, 36 Hilgrove
Street, St. Helier, Jersey JE4 8TR.                                             

e.    Hemisphere Trustees                                               

          Hemisphere  Trustees is a limited  liability  company formed under the
laws of Jersey,  Channel Islands.  The principal business of Hemisphere Trustees
is to serve as corporate  trustee for various  trusts.  The  principal  business
offices of Hemisphere Trustees are located at P.O. Box 274, Hemisphere House, 36
Hilgrove Street, St. Helier, Jersey JE4 8TR.                                    

f.    Hemisphere Nominees                                               

          Hemisphere  Nominees is a limited  liability  company formed under the
laws of Jersey,  Channel Islands.  The principal business of Hemisphere Nominees
is to provide nominee  services.  The principal  business  offices of Hemisphere
Nominees are located at P.O. Box 274,  Hemisphere House, 36 Hilgrove Street, St.
Helier, Jersey JE4 8TR.                                                         

g.    Hemisphere Investments                                            

          Hemisphere Investments is a limited liability company formed under the
laws  of  Jersey,   Channel  Islands.   The  principal  business  of  Hemisphere
Investments is to provide nominee  services.  The principal  business offices of
Hemisphere  Investments  are  located  at P.O.  Box 274,  Hemisphere  House,  36
Hilgrove Street, St. Helier, Jersey JE4 8TR.                                    

h.    Fulmead                                                           

          Fulmead is a limited  liability  company  formed under the laws of the
British  Virgin  Islands.  The  principal  business of Fulmead is the holding of
investments.  The  principal  business  offices of Fulmead are Akara  Bldg.,  24
Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands.      

          Pursuant to the  regulations  promulgated  under Section 13(d) of Act,
MRM, MRM Holdings,  Hemisphere Trust, Hemisphere Trustees,  Hemisphere Nominees,
Hemisphere  Investments,  Fulmead and the Trust each may be deemed a  beneficial
owner of the shares of Common Stock. Nevertheless,  the filing of this Statement
on Schedule 13D shall not be  construed  an  admission  by any of the  Reporting
Persons that,  for purposes of Sections  13(d) and 13 (g) of the Act, any of the
Reporting Persons is the beneficial owner of the shares of Common Stock to which
this Statement on Schedule 13D relates.                                         

          During the past five years, none of the Reporting Persons,  nor any of
the executive  officers,  directors or persons  controlling any of the Reporting
Persons has been (a)  convicted  in a criminal  proceeding,  (excluding  traffic
violations or similar  misdemeanors) or (b) a party to any civil proceeding of a
judicial or  administrative  body of competent  jurisdiction  and as a result of
such proceeding was or is subject to a judgment, decree or final order          

 -Page 12 of 27-

SC 13D 13th Page of 27 TOC 1st Previous Next ↓Bottom Just 13th
enjoining future violations of, or prohibiting,  or mandating activities subject
to, federal or state  securities  laws, or finding any violation with respect to
such laws.                                                                      

Item 3.   Source and Amount of Funds or Other Consideration                     

          The Trust initially  acquired  2,200,000 of the shares  represented by
this  Statement  from the  Issuer in August  1998 for an  aggregate  sum of $2.5
million. These shares were transferred to Fulmead in June 1999. Fulmead acquired
shares of Series B Preferred Stock from the Issuer in June 1999 for an aggregate
sum of $500,585. These shares were converted into 148,520 shares of Common Stock
at the time of the  Issuer's  initial  public  offering  in December  1999.  The
foregoing  share  numbers also  reflect the effects of an 11-for-10  stock split
effected by the Issuer on November 19, 1999.                                    

          The  source of funds used in making the  foregoing  purchases  was the
Trust.                                                                          

Item 4.   Purpose of Transaction                                                

          The Reporting Persons have acquired and hold the shares for investment
purposes  only.  Depending  on market  conditions,  the  Reporting  Persons  may
continue to increase  their  ownership  of the  Issuer's  Common  Stock  through
purchases  in the open market at such times as the  Reporting  Persons  consider
desirable.  However,  the Reporting Persons do not have any present intention to
exercise control over the management or policies of the Issuer.  If warranted by
market conditions, the Reporting Persons may also change their present course of
acquiring and holding  shares of the Issuer's  Common Stock by disposing of some
or all of its shares.                                                           

          Except as set forth in this Item 4, none of the Reporting Persons have
present  plans or  proposals  that relate to or that would  result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.         

Item 5.   Interest in Securities of the Issuer                                  

          a. As of the date of this Statement, each of the Reporting Persons may
be deemed to have shared  beneficial  ownership  of  2,348,520  shares of Common
Stock, or approximately  7.7% of the outstanding shares of Common Stock based on
the final prospectus filed by the Issuer pursuant to Rule 424(b) on December 16,
1999.                                                                           

          b. MRM,  through its  ultimate  control of Fulmead,  has the  ultimate
shared  power to vote or to direct the vote and has  shared  power to dispose or
direct the  disposition of all shares of Common Stock covered by this Statement.
Each of the other Reporting Persons may be deemed to have shared voting power to
vote or to direct  the vote,  or have  shares  power to  dispose  or direct  the
disposition  of the shares of Common Stock by virtue of their direct or indirect
control of the Trust and Fulmead.                                               

          c. None of the  Reporting  Persons have  acquired any shares of Common
Stock of the Issuer during the past sixty days.                                 

          d. To the best  knowledge of the  Reporting  Persons,  no person other
than the  Reporting  Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock of
the Issuer.                                                                     

e. Not applicable.                                          

 -Page 13 of 27-

SC 13D 14th Page of 27 TOC 1st Previous Next ↓Bottom Just 14th
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect 
to the Securities of the Issuer.                            

None.                                             

Item 7.   Material to be Filed as Exhibits                                      

  Exhibit A -- Joint Filing Agreement,  dated as of December 21,
                    1999,   among  (i)  MRM,  (ii)  MRM  Holdings,   (iii)
                    Hemisphere  Trust,  (iv)  Hemisphere   Trustees,   (v)
                    Hemisphere  Nominees,   (vi)  Hemisphere  Investments,
                    (vii)  Fulmead,  (viii)  the Trust and (ix)  Eduard J.
Mayer.                            

 -Page 14 of 27-

SC 13D 15th Page of 27 TOC 1st Previous Next ↓Bottom Just 15th
 SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Dated:    February 4, 2000                                                      

                                            MUTUAL RISK MANAGEMENT LIMITED

                                     By: /s/ Elizabeth Price
                                    Name:  Elizabeth Price
                               Title:  Secretary

                                               MUTUAL RISK MANAGEMENT (HOLDINGS)
                     LIMITED

                                     By: /s/ Elizabeth Price
                                   Name: Elizabeth Price
                              Title: Secretary

                                               HEMISPHERE TRUST (JERSEY) LIMITED

                                   By:  /s/ Mungo Conner
                                Name: Mungo Conner
                             Title: Director

                                         HEMISPHERE TRUSTEES LIMITED

                                  By: /s/ Mungo Conner
                                Name: Mungo Conner
                             Title: Director

                                         HEMISPHERE NOMINEES LIMITED

                                  By: /s/ Mungo Conner
                                Name: Mungo Conner
                             Title: Director

 -Page 15 of 27-

SC 13D 16th Page of 27 TOC 1st Previous Next ↓Bottom Just 16th
                                            HEMISPHERE INVESTMENTS LIMITED

                                  By: /s/ Mungo Conner
                                Name: Mungo Conner
                             Title: Director

                                      FULMEAD VENTURES LIMITED

                                  By: /s/ Mungo Conner
                            Name: Director
                             Title: Director

                             THE MAYER TRUST

                                              BY: HEMISPHERE TRUSTEES LIMITED,
                                as Trustee

                                  By: /s/ Mungo Conner
                                Name: Mungo Conner
                             Title: Director

                             EDUARD J. MAYER

                                 /s/ Eduard J. Mayer
                             Eduard J. Mayer

 -Page 16 of 27-

SC 13D 17th Page of 27 TOC 1st Previous Next ↓Bottom Just 17th
Appendix A

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of MRM.                                                                         

                                                        [Enlarge/Download Table]

Name and Citizenship or       Present Principal                                         Relationship to  
 Place of Organization     Occupation or Employment         Business Address                   MRM       
 ---------------------     ------------------------         ----------------                   ---       
                                                                                                         
Robert A. Mulderig       Chief Executive Officer of      Mutual Risk Management           Chairman; Chief
(Bermuda)                MRM; Chairman of Legion         Limited                          Executive      
                         Insurance Co.; Director of      44 Church Street, Hamilton       Officer        
                         Professional Risk               HM12, BERMUDA                                   
                         Management Services, Inc.,                                                      
                         The Galtney Group, Inc. and                                                     
                         The Bank of N.T. Butterfield                                                    
                         & Sons Ltd.                                                                     

John Kessock, Jr.        President of MRM, Mutual        One Logan Square                 Director;      
(United States)          Group Ltd. and Legion;          Suite 1500                       President      
                         primarily responsible for       Philadelphia, Pennsylvania 19103                
                         marketing MRM's programs;                                                       
                         Chairman of Commonwealth                                                        
                         Risk Services L.P. and the                                                      
                         IPC Companies. Director,                                                        
                         Ward North America, Inc.                                                        

Richard G. Turner        Executive Vice President of     One Logan Square                  Director;     
(United States)          MRM; President of CRS.          Suite 1500                        Executive Vice
                         Director of Colonial Penn       Philadelphia, Pennsylvania 19103  President     
                         Insurance Company.                                                              

Glenn R. Partridge       Executive Vice President of     One Logan Square                  Director;     
(United States)          MRM; Senior Vice President      Suite 1500                        Executive Vice
                         of Legion; primarily            Philadelphia, Pennsylvania 19103  President     
                         responsible for Legion's                                                        
                         underwriting function.                                                          

Roger E. Dailey          Self employed consultant.       Builder Investment Group,        Director       
(United States)                                          Inc.                                            
                                                         No. 5 Piedmont Center                           
                                                         Suite 700                                       
                                                         Atlanta, Georgia 30305                          

David J. Doyle           Partner in the law firm of      Clarendon House                  Director       
(Bermuda)                Conyers Dill & Pearman,         Church Street                                   
                         Hamilton, Bermuda; Director     Hamilton HM11                                   
                         of Bermuda subsidiaries of the  BERMUDA                                         
                         Company.                                                                        


 -Page 17 of 27-

SC 13D 18th Page of 27 TOC 1st Previous Next ↓Bottom Just 18th
                                                        [Enlarge/Download Table]
                                                                                                                
Arthur E. Engel         Principal of The Marine           The Marine Group LLC             Director             
(United States)         Group, LLC; Director of           1311 First Street                                     
                        Mutual Indemnity Ltd.             Coronado, CA 92118                                    

Allan W. Fulkerson      President and Director of         Century Capital Mgt., Inc.       Director             
(United States)         Century Capital Management,       One Liberty Square                                    
                        Inc., Chairman of Century         Boston, Mass. 02109                                   
                        Shares Trust. Director of HCC                                                           
                        Insurance  Holdings,  Inc.,                                                             
                        International Financial Group,                                                          
                        Inc., Massachusetts Fiduciary                                                           
                        Advisors, Inc., LUA Segueros La                                                         
                        Portena S.A., Wellington                                                                
                        Underwriting PLC and The Galtney                                                        
                        Group, Inc.                                                                             

William F. Galtney, Jr. Chairman and CEO of The           The Galtney Group, Inc.          Director             
  (United States)       Galtney Group Inc., Houston,      820 Gessner, Suite 1000                               
                        Texas; Director of Everest Re     Houston, Texas 77024                                  
                        (Holdings) Ltd.                                                                         

Beverly H. Patrick      Speaker, Author and               108 74th Street                  Director             
(United States)         Consultant                        P.O. Box 1197                                         
                                                          Virginia Beach, VA 23451                              

Jerry S. Rosenbloom     Frederick H. Ecker Professor      Wharton School of the            Director             
(United States)         of Insurance and Risk             University of Pennsylvania                            
                        Management and Academic           310 Colonial PennCenter                               
                        Director, Certified Employee      Philadelphia, PA 19104-6218                           
                        Benefit Specialist Program,                                                             
                        Wharton School, University                                                              
                        of Pennsylvania. Director of                                                            
                        Annuity and Life Re                                                                     
                        (Holdings) Ltd., Harleysville                                                           
                        Mutual Insurance Company,                                                               
                        Terra Nova Group and                                                                    
                        Trustee of Century Shares                                                               
                        Trust.                                                                                  

Norman L. Rosenthal     President of Norman L.            415 Spruce Street                Director             
(United States)         Rosenthal & Associates, Inc.;     Philadelphia, PA 19106                                
                        Director - Plymouth Rock                                                                
                        Assurance Company.                                                                      

Joseph D. Sargent       Chairman, Bradley, Foster &       185 Asylum St.                   Director             
(United States)         Sargent, Inc.; Vice Chairman      Hartford, Connecticut                                 
                        of Connecticut Surety             06103-3402                                            
                        Corporation; Director,                                                                  
                        Trenwick Group, Inc., Policy                                                            
                        Management Systems Corp.,                                                               
                        EW Blanch Inc., Executive                                                               
                        Risk Inc., MMI Companies                                                                
                        Inc., and Command Systems,                                                              
                        Inc.                                                                                    

Paul D. Watson          Chief Operating                   One Logan Square                 Chief Operating      
(Bermuda)               Officer of MRM                    Suite 1500                       Officer              
                                                          Philadelphia, Pennsylvania 19103                      

Richard E. O'Brien      Senior Vice President and         Mutual Risk Management           Senior Vice President
(Bermuda)               General Counsel of MRM            Limited                          and General Counsel  
                                                          44 Church Street, Hamilton                            
                                                          HM12, BERMUDA                                         


 -Page 18 of 27-

SC 13D 19th Page of 27 TOC 1st Previous Next ↓Bottom Just 19th
                                                                [Download Table]
                                                                                    

James C. Kelly  Senior Vice President and  Mutual Risk Management      Senior Vice  
(Bermuda)       CFO of MRM                 Limited                     President and
                                           44 Church Street, Hamilton  CFO          

 HM12, BERMUDA

         MRM advises that no persons  and/or  organizations  control MRM (either
individually  or as a group),  as the term "control" is used in Instruction C to
Rule 13d-101 promulgated under the Act.                                         

 -Page 19 of 27-

SC 13D 20th Page of 27 TOC 1st Previous Next ↓Bottom Just 20th
Appendix B

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of MRM Holdings.                                                                

                                                        [Enlarge/Download Table]


   Name and Citizenship or     Present Principal                                    Relationship to   
    Place of Organization   Occupation or Employment           Business Address       MRM Holdings    
    ---------------------   ------------------------           ----------------       ------------    
                                                                                                      
Robert A. Mulderig          Chief Executive Officer of      Mutual Risk Management      Director      
(Bermuda)                   MRM; Chairman of Legion         Limited                     President     
                            Insurance Co.; Director of      44 Church Street,                         
                            Professional Risk               Hamilton HM12,                            
                            Management Services, Inc.,      BERMUDA                                   
                            The Galtney Group, Inc. and                                               
                            The Bank of N.T. Butterfield                                              
                            & Sons Ltd.                                                               

David J. Doyle              Partner in the law firm of      Clarendon House             Director      
(Bermuda)                   Conyers Dill & Pearman,         Church Street                             
                            Hamilton, Bermuda; Director     Hamilton HM11                             
                            of Bermuda subsidiaries of the  BERMUDA                                   
                            Company.                                                                  

James M. McDonald           Conyers, Dill & Pearman         Clarendon House             Director      
(Bermuda)                                                   Church Street                             
                                                            Hamilton HM11                             
                                                            BERMUDA                                   

Richard E. O'Brien          Senior Vice President and       Mutual Risk Management      Vice President
(Bermuda)                   General Counsel of MRM,         44 Church Street,           Secretary     
                            Secretary and Director of       Hamilton HM12,              Director      
                            Bermuda subsidiaries of the     BERMUDA                                   
                            Company                                                                   

         MRM Holdings  advises that no persons and/or  organizations  other than
MRM, which owns 100% of the capital stock of MRM Holdings,  control MRM Holdings
(either  individually  or  as a  group),  as  the  term  "control"  is  used  in
Instruction C to Rule 13d-101 promulgated under the Act.                        

 -Page 20 of 27-

SC 13D 21st Page of 27 TOC 1st Previous Next ↓Bottom Just 21st
Appendix C

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of Hemisphere Trust.                                                            

                                                        [Enlarge/Download Table]


   Name and Citizenship or    Present Principal                                Relationship to 
    Place of Organization   Occupation or Employment         Business Address  Hemisphere Trust
    ---------------------   ------------------------         ----------------  ----------------
                                                                                               
Mungo Conner                Accountant                    P.O. Box 274            Director     
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                     
                                                          36 Hilgrove Street                   
                                                          St. Helier, Jersey                   
                                                          JE4 8TR                              

Denis J. P. Therezien       Accountant                    P.O. Box 274            Director     
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                     
                                                          36 Hilgrove Street                   
                                                          St. Helier, Jersey                   
                                                          JE4 8TR                              

Ronan Daly                  Lawyer                        Hemisphere House        Director     
(Bermuda)                   Director of Hemisphere Trust  9 Church Street                      
                                                          P. O. Box H.M. 951                   
                                                          Hamilton HMDX,                       
                                                          Bermuda                              

Col. Donald Pudney          Retired Colonel               Hemisphere House        Director     
(United Kingdom)            Director of Hemisphere Trust  9 Church Street                      
                                                          P. O. Box H.M. 951                   
                                                          Hamilton HMDX,                       
                                                          Bermuda                              

Christopher Wetherhill      Accountant                    Hemisphere House        Director     
(Bermuda)                   Director of Hemisphere Trust  9 Church Street                      
                                                          P. O. Box H.M. 951                   
                                                          Hamilton HMDX,                       
                                                          Bermuda                              

Hemisphere Secretaries      Corporate secretary services  P.O. Box 274            Secretary    
Limited                                                   Hemisphere House                     
(Jersey, Channel Islands)                                 36 Hilgrove Street                   
                                                          St. Helier, Jersey                   
                                                          JE4 8TR                              

         Hemisphere  Trust advises that no persons  and/or  organizations  other
than MRM Holdings, which owns 100% of the capital stock of MRM Holdings, control
Hemisphere Trust (either  individually or as a group),  as the term "control" is
used in Instruction C to Rule 13d-101 promulgated under the Act.                

 -Page 21 of 27-

SC 13D 22nd Page of 27 TOC 1st Previous Next ↓Bottom Just 22nd
Appendix D

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of Hemisphere Trustees.                                                         

                                                        [Enlarge/Download Table]


   Name and Citizenship or      Present Principal                                 Relationship to  
    Place of Organization   Occupation or Employment          Business Address  Hemisphere Trustees
    ---------------------   ------------------------          ----------------  -------------------
                                                                                                   
Mungo Conner                Accountant                    P.O. Box 274               Director      
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                         
                                                          36 Hilgrove Street                       
                                                          St. Helier, Jersey                       
                                                          JE4 8TR                                  

Denis J. P. Therezien       Accountant                    P.O. Box 274               Director      
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                         
                                                          36 Hilgrove Street                       
                                                          St. Helier, Jersey                       
                                                          JE4 8TR                                  

Hemisphere Secretaries      Corporate secretary services  P.O. Box 274               Secretary     
Limited                                                   Hemisphere House                         
(Jersey, Channel Islands)                                 36 Hilgrove Street                       
                                                          St. Helier, Jersey                       
                                                          JE4 8TR                                  

         Hemisphere Trustees advises that no persons and/or  organizations other
than  Hemisphere  Trust,  which  owns 100% of the  capital  stock of  Hemisphere
Trustees,  control Hemisphere  Trustees (either  individually or as a group), as
the term  "control" is used in Instruction C to Rule 13d-101  promulgated  under
the Act.                                                                        

 -Page 22 of 27-

SC 13D 23rd Page of 27 TOC 1st Previous Next ↓Bottom Just 23rd
Appendix E

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of Hemisphere Nominees.                                                         

                                                        [Enlarge/Download Table]


   Name and Citizenship or     Present Principal                                Relationship to  
    Place of Organization   Occupation or Employment       Business Address   Hemisphere Nominees
    ---------------------   ------------------------       ----------------   -------------------
                                                                                                 
Mungo Conner                Accountant                    P.O. Box 274              Director     
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                       
                                                          36 Hilgrove Street                     
                                                          St. Helier, Jersey                     
                                                          JE4 8TR                                

Denis J. P. Therezien       Accountant                    P.O. Box 274              Director     
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                       
                                                          36 Hilgrove Street                     
                                                          St. Helier, Jersey                     
                                                          JE4 8TR                                

Hemisphere Secretaries      Corporate secretary services  P.O. Box 274              Secretary    
Limited                                                   Hemisphere House                       
(Jersey, Channel Islands)                                 36 Hilgrove Street                     
                                                          St. Helier, Jersey                     
                                                          JE4 8TR                                

         Hemisphere Nominees advises that no persons and/or  organizations other
than  Hemisphere  Trust,  which  owns 100% of the  capital  stock of  Hemisphere
Nominees,  control Hemisphere  Nominees (either  individually or as a group), as
the term  "control" is used in Instruction C to Rule 13d-101  promulgated  under
the Act.                                                                        

 -Page 23 of 27-

SC 13D 24th Page of 27 TOC 1st Previous Next ↓Bottom Just 24th
Appendix F

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of Hemisphere Investments.                                                      

                                                        [Enlarge/Download Table]


   Name and Citizenship or      Present Principal                                Relationship to    
    Place of Organization   Occupation or Employment      Business Address    Hemisphere Investments
    ---------------------   ------------------------      ----------------    ----------------------
                                                                                                    
Mungo Conner                Accountant                    P.O. Box 274               Director       
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                          
                                                          36 Hilgrove Street                        
                                                          St. Helier, Jersey                        
                                                          JE4 8TR                                   

Denis J. P. Therezien       Accountant                    P.O. Box 274               Director       
(Jersey, Channel Islands)   Director of Hemisphere Trust  Hemisphere House                          
                                                          36 Hilgrove Street                        
                                                          St. Helier, Jersey                        
                                                          JE4 8TR                                   

Hemisphere Secretaries      Corporate secretary services  P.O. Box 274               Secretary      
Limited                                                   Hemisphere House                          
(Jersey, Channel Islands)                                 36 Hilgrove Street                        
                                                          St. Helier, Jersey                        
                                                          JE4 8TR                                   

         Hemisphere  Investments  advises that no persons  and/or  organizations
other than Hemisphere Trust,  which owns 100% of the capital stock of Hemisphere
Investments,  control Hemisphere Investments (either individually or as a group)
as the term "control" is used in Instruction C to Rule 13d-101 promulgated under
the Act.                                                                        

 -Page 24 of 27-

SC 13D 25th Page of 27 TOC 1st Previous Next ↓Bottom Just 25th
Appendix G

         Set  forth  below  is  (i)  the  name  and  citizenship  (or  place  of
organization,  as applicable),  (ii) business  address,  (iii) present principal
occupation or employment  and (iv) title of each director and executive  officer
of Fulmead.                                                                     

                                                        [Enlarge/Download Table]


   Name and Citizenship or     Present Principal                                 Relationship to
    Place of Organization   Occupation or Employment        Business Address         Fulmead    
    ---------------------   ------------------------        ----------------         -------    
                                                                                                
Mungo Conner                Accountant                    P.O. Box 274                          
(Jersey, Channel Islands)   Director Hemisphere Trust     Hemisphere House           Director   
                                                          36 Hilgrove Street                    
                                                          St. Helier, Jersey                    
                                                          JE4 8TR                               

Helen Lucy Grigg Gibson     Retired teacher               Clos de Saigne             Director   
(Sark, Channel Islands)                                   Sark, Channel Islands                 

Raymond Terence Gibson      Retired bank manager          Clos de Saigne             Director   
(Sark, Channel Islands)                                   Sark, Channel Islands                 

Hemisphere Secretaries      Corporate secretary services  P.O. Box 274               Secretary  
Limited                                                   Hemisphere House                      
(Jersey, Channel Islands)                                 36 Hilgrove Street                    
                                                          St. Helier, Jersey                    
                                                          JE4 8TR                               

         Fulmead  advises  that 50% of the  voting  capital  stock of Fulmead is
owned by Hemisphere  Nominees and 50% of the voting  capital stock of Fulmead is
owned by  Hemisphere  Investments,  in each  case as  nominee  and  trustee  for
Hemisphere  Trustees.  Information about these Reporting Persons is set forth on
Appendices D, E and F attached hereto.                                          

-Page 25 of 27- 

SC 13D 26th Page of 27 TOC 1st Previous Next ↓Bottom Just 26th
EXHIBIT A                                                                       

Joint Filing Agreement

         In connection with the beneficial  ownership of shares of common stock,
par value  $.01 per  share,  of Z-Tel  Technologies,  Inc.,  Inc.,  Mutual  Risk
Management  Limited,  a Bermuda limited liability  company ("MRM"),  Mutual Risk
Management  (Holdings)  Limited,  a  Bermuda  limited  liability  company  ("MRM
Holdings"),  Hemisphere  Trust  (Jersey)  Limited,  a Jersey  limited  liability
company  ("Hemisphere  Trust"),  Hemisphere  Trustees Limited,  a Jersey limited
liability company ("Hemisphere Trustees"), Hemisphere Nominees Limited, a Jersey
limited  liability  company  ("Hemisphere  Nominees"),   Hemisphere  Investments
Limited, a Jersey limited liability company ("Hemisphere Investments"),  Fulmead
Ventures Limited, a British Virgin Islands company ("Fulmead"), The Mayer Trust,
a Channel  Islands Trust (the "Trust"),  and Eduard J. Mayer hereby agree to the
joint filing on behalf of such persons all filings,  including  the filing of an
initial   Schedule   13D   and  all   amendments   thereto   pursuant   to  Rule
13d-2(f)(1)(iii)  under the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"),  required under the Exchange Act pursuant to which joint filing
statements are permitted.                                                       

         IN WITNESS  WHEREOF,  the  undersigned  have caused  this Joint  Filing
Agreement to be signed as of this 4th day of February, 2000.                    

                                        MUTUAL RISK MANAGEMENT LIMITED

                                 By: /s/ Elizabeth Price
                                Name:  Elizabeth Price
                           Title:  Secretary

                                           MUTUAL RISK MANAGEMENT (HOLDINGS)
                 LIMITED

                                 By: /s/ Elizabeth Price
                                Name:  Elizabeth Price
                           Title:  Secretary

                                           HEMISPHERE TRUST (JERSEY) LIMITED

                              By: /s/ Mungo Conner
                            Name: Mungo Conner
                         Title: Director

                                     HEMISPHERE TRUSTEES LIMITED

                              By: /s/ Mungo Conner
                            Name: Mungo Conner
                         Title: Director

 -Page 26 of 27-

SC 13D Last Page of 27 TOC 1st Previous Next ↓Bottom Just 27th
                                     HEMISPHERE NOMINEES LIMITED

                              By: /s/ Mungo Conner
                            Name: Mungo Conner
                         Title: Director

                                        HEMISPHERE INVESTMENTS LIMITED

                              By: /s/ Mungo Conner
                            Name: Mungo Conner
                         Title: Director

                                  FULMEAD VENTURES LIMITED

                              By: /s/ Mungo Conner
                            Name: Mungo Conner
                         Title: Director

                         THE MAYER TRUST

                                             BY: HEMISPHERE TRUSTEES LIMITED, as
                         Trustee

                              By: /s/ Mungo Conner
                            Name: Mungo Conner
                         Title: Director

                         EDUARD J. MAYER

                             /s/ Eduard J. Mayer
                         Eduard J. Mayer

-Page 27 of 27-

SC 13D	1st Page of 27	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13D	2nd Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13D	3rd Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13D	4th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13D	5th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13D	6th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13D	7th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13D	8th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 8th

SC 13D	9th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 9th

SC 13D	10th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 10th

SC 13D	11th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 11th

SC 13D	12th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 12th

SC 13D	13th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 13th

SC 13D	14th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 14th

SC 13D	15th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 15th

SC 13D	16th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 16th

SC 13D	17th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 17th

SC 13D	18th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 18th

SC 13D	19th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 19th

SC 13D	20th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 20th

SC 13D	21st Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 21st

SC 13D	22nd Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 22nd

SC 13D	23rd Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 23rd

SC 13D	24th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 24th

SC 13D	25th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 25th

SC 13D	26th Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 26th

SC 13D	Last Page of 27	TOC	1st	Previous	Next	↓Bottom	Just 27th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	2/8/00
	2/4/00	15
	12/31/99	1		10-K
	12/21/99	14
	12/16/99	13		424B1
	11/19/99	13
				List all Filings

↑Top

Filing Submission 0000910484-00-000004 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mutual Trust Management Jersey Ltd, et al. – ‘SC 13D’ on 2/8/00 re: Trinsic, Inc.

On: Tuesday, 2/8/00 · Accession #: 910484-0-4 · File #: 5-57653

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 2/15/02 · Latest: ‘SC 13D/A’ on 2/19/04

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents