UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
IPC HOLDINGS, LTD.
(NAME OF ISSUER)
COMMON SHARES, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
G4933P 10 1
(CUSIP NUMBER)
KATHLEEN E. SHANNON
SENIOR VICE PRESIDENT AND SECRETARY
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK
(212) 770-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 4, 2005
(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:
[ ]
(CONTINUED ON THE FOLLOWING PAGE)
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CUSIP NO. G4933P 10 1
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(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
American International Group, Inc. (I.R.S. Identification No. 13-2592361)
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
[ ]
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(6) Citizenship or Place of Organization
Delaware, U.S.A.
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(7) Sole Voting Power
15,397,000
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Number of Shares (8) Shared Voting Power
Beneficially Owned 0
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
15,397,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
15,397,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
24.2%
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(14) Type of Reporting Person
HC, CO
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This Amendment No. 4 (this "Amendment") to the Statement on Schedule
13D filed by American International Group, Inc. ("AIG") amends and restates in
its entirety AIG's Statement on Schedule 13D (the "Statement") originally filed
by AIG on April 9, 1996.
Item 1. Security and Issuer.
This Amendment relates to the common shares, par value $.01 per share
("Common Shares"), of IPC Holdings, Ltd., a Bermuda corporation (the "Company"
or the "Issuer"). The principal executive offices of the Company are located at
American International Building, 29 Richmond Road, Pembroke HM08, Bermuda.
Item 2. Identity and Background.
General
Starr International Company, Inc., a Panamanian corporation ("SICO"),
has the sole power to vote and direct the disposition of 310,905,397 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares"). C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 47,337,246 AIG Shares (18,644,278 of which are held by
the C.V. Starr & Co., Inc. Trust ("Starr Trust"), of which Starr is a
beneficiary). Maurice R. Greenberg, a United States citizen, has the sole power
to vote and direct the disposition of 2,902,938 AIG Shares, 52 of which are held
directly by Mr. Greenberg and 2,902,886 of which may be acquired pursuant to
stock options previously granted by AIG to Mr. Greenberg as a then
officer and director of AIG. Mr. Greenberg has shared power to vote and direct
the disposition of 90,931,972 AIG Shares, 43,488,151 of which are held as a
tenant in common with Mr. Greenberg's wife, 106,627 of which are held in family
trusts of which Mr. Greenberg is a trustee, and 47,337,246 of which are held by
Starr (18,644,278 shares of which are held by the Starr Trust, for which Starr
is a beneficiary and Mr. Greenberg is a trustee). Mr. Greenberg owns 12.8% of
the voting common stock of Starr, and has irrevocable proxies until January 17,
2006, to vote in the aggregate, together with his direct ownership, 32.3% of the
voting common stock of Starr. Edward E. Matthews, a United States citizen, has
the sole power to vote and direct the disposition of 1,991,635 AIG Shares,
1,569,135 of which are held directly by Mr. Matthews and 422,500 of which may be
acquired pursuant to stock options previously granted by the Issuer to
Mr. Matthews as a then officer and director of AIG. Mr. Matthews has shared
power to vote and direct the disposition of 18,667,178 AIG Shares, 22,900 of
which are held by Mr. Matthews' wife and 18,644,278 of which are held by the
Starr Trust, for which Starr is a beneficiary and Mr. Matthews is a trustee.
The principal executive offices of SICO are located at Clifton
House-Suite 59, Lower Fitzwilliam Street, Dublin 2, Ireland and Mercury House,
101 Front Street, Hamilton HM12, Bermuda. The principal executive offices of
Starr are located at 399 Park Avenue, 17th Floor, New York, New York 10022. The
names of the directors and executive officers ("Covered Persons") of AIG, SICO,
and Starr, their business addresses and principal occupations, including the
businesses addresses and principal occupations of Messrs. Greenberg and
Matthews, are set forth in Exhibit A attached hereto, which is incorporated
herein by reference in its entirety. The business address indicated for Messrs.
Greenberg and Matthews and each other Covered Person is also the address of the
principal employer of such person. Each of the Covered Persons is a citizen of
the United States, except for Messrs. Sullivan, Tse and Walsh, who are British
Subjects, Mr. Marshall A. Cohen, who is a Canadian citizen, Dr. Jacob A.
Frenkel, who is a citizen of the State of Israel and the Republic of Poland, and
Mr. Zalamea, who is a citizen of the Republic of the Philippines. SICO owns
1,250,000 Common Shares of the Company. AIG disclaims any beneficial interest in
the Common Shares of the Company owned by SICO.
Except as provided for in the next sentence, all information provided
in this Amendment (including, without limitation, in this Item 2 and Exhibit A
to this Amendment) with respect to Messrs. Greenberg and Matthews, SICO and
Starr and their respective directors and executive officers is provided based
solely on the information set forth in the Schedule 13D relating to AIG Shares,
dated November 23, 2005, filed on behalf of Messrs. Greenberg and Matthews, SICO
and Starr and the Form 4 relating to AIG Shares filed by Mr. Greenberg on
December 16, 2005. The information provided in this Amendment with respect to
the ownership of, and transactions in, the Common Shares of the Company by
Messrs. Greenberg and Matthews, SICO and Starr and their respective directors
and executive officers is provided based solely on publicly available
information. In each case, such information may not be accurate or complete and
AIG takes no responsibility therefor and makes no representation to its accuracy
or completeness as of the date hereof or any subsequent date.
PNC Settlement
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the Securities and Exchange
Commission ("SEC"), the Fraud Section of the United States Department of Justice
("DOJ") and the United States Attorney for the Southern District of Indiana with
respect to issues arising from certain structured transactions entered into with
Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the
marketing of transactions similar to the PNC transactions and related matters.
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AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment: (a) permanently
enjoining it and its employees and related persons from violating section 10(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Exchange Act Rule 10b-5, and Section 17(a) of the Securities Act of 1933, as
amended (the "Securities Act"), and from aiding and abetting violations of
Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Exchange Act Rules
12b-20, 13a-1, and 13a-13; (b) ordering it to disgorge the $39,821,000 in fees
that it received from the PNC transactions, plus prejudgment interest of
$6,545,000; and (c) providing for AIG to establish a transaction review
committee to review the appropriateness of certain future transactions and to
retain an independent consultant to examine certain transactions entered into
between 2000 and 2004 and review the policies and procedures of the transaction
review committee.
The settlement with the DOJ consists of separate agreements with AIG
and AIGFP and a complaint filed against, and deferred prosecution agreement
with, AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a wholly-owned
subsidiary of AIGFP. Under the terms of the settlement, AIGFP paid a monetary
penalty of $80 million and, provided that AIG, AIGFP and AIGFP PAGIC satisfy
their obligations under the DOJ agreements, the DOJ will seek a dismissal with
prejudice of the AIGFP PAGIC complaint after 13 months and will not prosecute
AIG or AIGFP in connection with the PNC transactions or the Brightpoint
transaction that was settled by AIG with the SEC in 2003. The obligations of
AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to
cooperating with the DOJ and other federal agencies in connection with their
related investigations.
Item 3. Source and Amount of Funds or Other Consideration.
AIG used its available working capital to make the purchase described
in the response to Item 4 of this Amendment. In the event an action described in
the last paragraph of Item 4 occurs after the date hereof, the source and amount
of any funds used by AIG will depend on the nature and timing of the action.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Common Shares by AIG was for
investment.
On October 31, 2005, the Company entered into a letter agreement (the
"Letter Agreement") with AIG. Under the Letter Agreement, the Company agreed to
issue and sell directly to AIG an aggregate of 3,341,000 Common Shares
concurrently with a public offering of the Common Shares by the Company, and up
to an additional 334,000 Common Shares in the event that the underwriters
exercise their over-allotment option in the offering, in each case at the public
offering price. On November 4, 2005, AIG completed the purchase of 3,675,000
Common Shares at $26.25 per share, which included the Common Shares issuable
upon the exercise of the underwriters' over-allotment option. AIG's purchase of
the Common Shares was designed to maintain AIG's percentage ownership of the
Common Shares at approximately 24%.
In the Letter Agreement, the Company has also agreed to provide AIG
with certain demand registration rights covering the Common Shares owned by AIG
prior to November 4, 2005 and the Common Shares that AIG that acquired on
November 4, 2005
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pursuant to the Letter Agreement, in all cases for seven years following
termination of the lock-up period described below.
The lock-up period is documented in a separate letter agreement (the
"Lock-Up Letter"), dated as of October 25, 2005, by and among Citigroup Global
Markets Inc. and Morgan Stanley & Co. Incorporated (together, the "Managers")
and AIG. Pursuant to the Lock-Up Letter, among other things, AIG agreed that,
for a period ending 60 days after October 31, 2005, AIG will not, without the
prior written consent of the Managers: (i) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any Common Shares or any
securities convertible into or exercisable or exchangeable for Common Shares, or
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, the economic consequences of ownership of the Common Shares,
regardless of whether any such transaction described in (i) or (ii) above is to
be settled by delivery of Common Shares or other securities, in cash or
otherwise.
The demand registration rights set forth in the Letter Agreement are
being provided by the Company to AIG on the terms and subject to the conditions
specified with respect to demand registration rights held by AIG pursuant to the
previously in-effect Registration Rights Agreement, dated as of March 13, 1996
(the "Registration Rights Agreement"), by and between the Company and certain
rightholders set forth therein. Under the Registration Rights Agreement, AIG has
the right, on a specified number of occasions, to require the Company to
register Common Shares under the Securities Act. In the Letter Agreement, AIG
has agreed to pay all of the Company's out-of-pocket expenses (as well as bear
its own expenses) in connection with the performance by the Company of its
registration obligations under the Letter Agreement.
The foregoing summary of the Letter Agreement, the Lock-Up Letter and
the Registration Rights Agreement is qualified in its entirety by reference to
Exhibits B, C and D, respectively, which are incorporated herein by reference.
Except as disclosed herein, neither AIG, nor, to the best knowledge of
AIG, any of the Covered Persons, has any plans or proposals which relate to or
which would result in any of the actions specified in subparagraphs (a) through
(j) of Item 4 of Schedule 13D. However AIG intends to review its investment in
the Company on a continuing basis and may, as part of this ongoing evaluation of
its investment, formulate new plans or proposals which could relate to or which
could result in one or more of the actions referred to in paragraphs (a) through
(j) of Item 4 of Schedule 13D, including, without limitation, increasing or
decreasing of the size of AIG's investment in the Company.
Item 5. Interest in Securities of Issuer.
(a) and (b). The information required by these paragraphs is set forth
in Items 7 through 11 and 13 of the cover page of this Amendment.
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(c). Other than as described in this Amendment, AIG, to the best of
AIG's knowledge and except as set forth below, the Covered Persons, and, based
solely on the information described in the last paragraph of Item 2 above,
Messrs. Greenberg and Matthews, SICO and Starr and their respective directors
and executive officers, have not engaged in any transactions in the Common
Shares within the past 60 days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The response to Item 4 of this Amendment is incorporated by reference
herein in its entirety.
Item 7. Materials to be Filed as Exhibits.
(A) List of the Directors and Executive Officers of American
International Group, Inc., Starr International Company, Inc., and C.V. Starr &
Co., Inc., their business addresses and principal occupations.
(B) Letter Agreement, dated as of October 31, 2005, by and between
American International Group, Inc. and IPC Holdings, Ltd.
(C) Registration Rights Agreement, dated as of March 13, 1996, by and
between IPC Holdings, Ltd. and the Rightholders identified therein (including,
without limitation, American International Group, Inc.).
(D) Lock-Up Letter Agreement, dated as of October 25, 2005, by and
among American International Group, Inc. and Citigroup Global Markets Inc. and
Morgan Stanley & Co. Incorporated (acting severally on behalf of themselves and
the several underwriters of the Offering).
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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: December 19, 2005
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
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Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Description Location
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A. List of the Directors and Executive Filed herewith.
Officers of American International Group,
Inc., Starr International Company, Inc.
and C.V. Starr & Co., Inc., their
business addresses and principal
occupations.
B. Letter Agreement, dated as of October 31, Incorporated by
2005, by and between American reference to Exhibit
International Group, Inc. and IPC 1.3 to the Current
Holdings, Ltd. Report on Form 8-K
(File No. D-27662)
dated as of November
3, 2005.
C. Registration Rights Agreement, dated as Incorporated by
of March 13, 1996, by and between IPC reference to Exhibit E
Holdings, Ltd. and Rightholders to the Schedule 13D/A
identified therein (including, without filed by American
limitation, American International Group, International Group,
Inc.). Inc. on April 9, 1996.
D. Lock-Up Letter Agreement, dated as of Filed herewith.
October 25, 2005, by and among American
International Group, Inc. and Citigroup
Global Markets Inc. and Morgan Stanley &
Co. Incorporated (acting severally on
behalf of themselves and the several
underwriters of the Offering).
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