UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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)
August 9, 2006
(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. 7 (this "Amendment") to the Statement on Schedule 13D filed
by American International Group, Inc. ("AIG") amends Items 2, 4, 6 and 7 of
AIG's Statement on Schedule 13D (the "Statement") originally filed by AIG on
April 9, 1996 and as amended by Amendment No. 2 filed on June 5, 1996, Amendment
No. 3 filed on December 19, 2001, Amendment No. 4 filed on December 20, 2005,
Amendment No. 5 filed on April 20, 2006 and Amendment No. 6 filed on August 8,
2006. The Statement relates to the common shares, par value $.01 per share
("Common Shares"), of IPC Holdings, Ltd., a Bermuda corporation (the "Company").
The principal executive offices of the Company are located at American
International Building, 29 Richmond Road, Pembroke HM08, Bermuda.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
General
Starr International Company, Inc., a Panamanian corporation ("SICO"),
has the sole power to vote and direct the disposition of 307,911,552 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared
power to direct the disposition of 2,202,603 AIG Shares held by Universal
Foundation, Inc., a Panamanian corporation ("Universal Foundation"). Universal
Foundation has the sole power to vote such 2,202,603 AIG Shares. C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 41,277,246 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 2,902,886 AIG Shares, 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 79,388,082 AIG Shares, 18,120,666 of which are held as
a tenant in common with Mr. Greenberg's wife, 108,663 of which are held in
family trusts of which Mr. Greenberg is a trustee, and 41,277,246 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), 381,507 shares of which
are held by The Maurice R. and Corrine P. Greenberg Family Foundation, Inc., a
New York not-for-profit corporation (the "Greenberg Foundation"), of which Mr.
Greenberg, his wife and family members are directors and 20,000,000 of which are
held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a
Florida limited liability company (the "Greenberg Joint Tenancy Company"), of
which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc.
(the "Greenberg Joint Tenancy Corporation") is the sole and managing member. The
Greenberg Foundation has the shared power to vote and direct the disposition of
such 381,507 AIG Shares. The Greenberg Joint Tenancy Company has the shared
power to vote and direct the disposition of such 20,000,000 AIG Shares. Mr.
Greenberg owns 24.08% of the voting common stock of Starr directly. Edward E.
Matthews, a United States citizen, has the sole power to vote and direct the
disposition of 729,320 AIG Shares, 306,820 of which are held directly by Mr.
Matthews and 422,500 of which may be acquired pursuant to stock options
previously granted by AIG to Mr. Matthews as a then officer and director
of AIG. Mr. Matthews has shared power to vote and direct the disposition of
18,667,278 AIG Shares, 23,100 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 Fitzwilliam
Hall, Fitzwilliam Place, Dublin 2, Ireland and it also maintains an office at
Mercury House, 101 Front Street, Hamilton HM12, Bermuda. The principal executive
offices of Starr and the Greenberg Foundation are located at 399 Park Avenue,
17th Floor, New York, New York 10022. The principal executive offices of
Universal Foundation are located at Mercury House, 101 Front Street, Hamilton HM
12, Bermuda. The principal executive offices of the Greenberg Joint Tenancy
Company is 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the
directors and executive officers ("Covered Persons") of AIG, SICO, Starr,
Universal Foundation the Greenberg Foundation and the Greenberg Joint Tenancy,
their business addresses and principal occupations, including the business
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, Mr. Osborne, Ms.
Barclay and Ms. Barnes, who are citizens of the United Kingdom and Mr. Zalamea,
Ms. Fernando and Mr. Colayco who are citizens 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, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
and their respective directors and executive officers is provided based solely
on the information set forth in the most recent amendment to Schedule 13D
relating to AIG Shares filed on May 26, 2006 on behalf of Messrs. Greenberg and
Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the
Greenberg Joint Tenancy Company. This information has not been updated to
reflect changes in the ownership by such parties of AIG Shares that are
disclosed in filings made by one or more of such parties under Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). 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,
Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint
Tenancy Company 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.
2006 Regulatory Settlements
In February 2006, AIG reached a final settlement with the Securities
and Exchange Commission ("SEC"), the United States Department of Justice
("DOJ"), the Office of the New York Attorney General ("NYAG") and the New York
State Department of Insurance ("DOI"). The settlements resolved outstanding
litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations
with these authorities and the DOJ in connection with the accounting, financial
reporting and insurance brokerage practices of AIG and its subsidiaries, as well
as claims relating to the underpayment of certain workers compensation premium
taxes and other assessments.
-3-
AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment on February 9, 2006:
(a) permanently restraining and enjoining AIG from violating Section 17(a) of
the Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b),
13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1
of the Exchange; (b) ordering AIG to pay disgorgement in the amount of $700
million; and (c) ordering AIG to pay a civil penalty in the amount of $100
million. These amounts have been paid into a fund under the supervision of the
SEC to be available to resolve claims asserted in various civil proceedings,
including shareholder lawsuits.
In February 2006, AIG and the DOJ entered into a letter agreement. In
the letter agreement, the DOJ notified AIG that in its view, AIG, acting through
some of its employees, violated federal criminal law in connection with
misstatements in periodic financial reports that AIG filed with the SEC between
2000 and 2004 relating to certain transactions. The settlement with the DOJ
consists of, among other things, AIG's cooperating with the DOJ in the DOJ's
ongoing criminal investigation, accepting responsibility for certain of its
actions and those of its employees relating to these transactions and paying $25
million.
Effective February 9, 2006, AIG entered into agreements with the NYAG
and the DOI, settling claims under New York's Martin Act and insurance laws,
among other provisions, which were originally brought by the NYAG and the DOI in
a civil complaint filed on May 26, 2005. Under the agreements, $375 million was
paid into a fund under the supervision of the NYAG and the DOI to be available
principally to pay certain AIG insureds who purchased excess casualty policies
through Marsh & McLennan Companies, Inc. or Marsh Inc. In addition,
approximately $343 million will be used to compensate participating state funds
in connection with the underpayment of certain workers compensation premium
taxes and other assessments. In addition, AIG paid $100 million as a fine to the
State of New York.
As part of these settlements, AIG has agreed to retain for a period of
three years an independent consultant who will conduct a review that will
include the adequacy of AIG's internal controls over financial reporting and the
remediation plan that AIG has implemented as a result of its own internal
review.
PNC Settlement
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of
the 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.
AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment permanently enjoining
it and its employees and related persons from violating certain provisions of
the Exchange Act, Exchange Act Rules and the Securities Act, ordering
disgorgement of fees it received from the PNC transactions and 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. On January 17, 2006, the court approved an order
dismissing the complaint with prejudice. 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 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On August 9, 2006, AIG and the Company announced that AIG is offering to sell
13.397 million of the Common Shares it owns at $27.00 per share in an
underwritten public offering. The offering is expected to close on August 15,
2006. AIG has granted the underwriters an option to purchase up to 2 million of
the Common Shares it owns at $27.00 per share to cover over-allotments, if any.
AIG also informed the Company that it intends to continue to provide the Company
with investment management, administrative and other services and that Mr. S.
George Cubbon, President and Chief Executive Officer of American International
Company, Ltd., intends to remain on the Company's Board of Directors.
Giving effect to such sale (whether or not the over-allotments are fully
exercised), AIG expects that it will have a beneficial ownership of less than
five percent of the Common Shares, and accordingly it will no longer be subject
to the requirement to file a Schedule 13D.
On August 9, 2006, AIG and the Company issued a press release announcing AIG's
offering of common shares in an underwriting public offering. A copy of that
press release is filed herewith as Exhibit B and incorporated herein by
reference.
On August 9, 2006, AIG and the Company entered into an Underwriting Agreement
(the "Underwriting Agreement") with Citigroup Global Markets, Inc.
("Citigroup"), as representative of the several underwriters listed on the
schedule thereto (the "Underwriters"). Pursuant to the terms of the Underwriting
Agreement, AIG agreed to sell to the Underwriters (a) 13.397 million Common
Shares at a price per share of $27 per share, and (b) 2 million Common Shares,
in connection with the Underwriters' over-allotment option at a price per share
of $27.
In addition, pursuant to the terms of the Underwriting Agreement, AIG agreed,
for a period of 60 days from the date of the Final Prospectus (as defined in the
Underwriting Agreement), without the prior written consent of Citigroup, not to
offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into
any transaction which is designed to, or might reasonably be expected to, result
in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by AIG or its affiliates or any
person in privity with AIG or any of its affiliates) directly or indirectly, or
file (or participate in the filing of) a registration statement with the
Securities and Exchange Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, with respect to, any Common Shares or any securities
convertible into or exercisable or exchangeable for, Common Shares; or publicly
announce an intention to effect any such transaction other than Common Shares
disposed of as bona fide gifts approved by Citigroup. Notwithstanding the
foregoing, AIG agreed that if (x) during the last 17 days of the restricted
period the Company issues an earnings release or material news or a material
event relating to the Company occurs, or (y) prior to the expiration of the
restricted period, the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the restricted period,
these restrictions will continue to apply until the expiration of the 18-day
period beginning on the issuance of the earnings release or the occurrence of
the material news or material event.
The description of the material terms of the Underwriting Agreement set forth
above is qualified in its entirety to the full text of the Underwriting
Agreement, which is filed as Exhibit C and is incorporated herein by reference.
The manner, timing and execution of any sale of any or all of the Common Shares
would be in AIG's discretion and subject to market conditions and may not occur.
Notwithstanding the foregoing, AIG may determine to change its investment intent
with respect to the Company at any time in the future. In reaching any
conclusion as to its future course of action, AIG may take into consideration
various factors, such as the Company's business and prospects, other
developments concerning the Company, other business opportunities available to
AIG, developments with respect to the business of AIG, and general economic and
stock market conditions, including, but not limited to, the market price of the
Common Shares and of its own stock. AIG reserves the right, based on all
relevant factors, to acquire additional Common Shares in the open market or in
privately negotiated transactions, to dispose of all or a portion of its
holdings of Common Shares, or to change its intention with respect to any or all
of the matters referred to in this Item.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
The responses set forth in Item 4 of this Amendment with respect to the
Underwriting Agreement are incorporated herein by reference in their entirety.
-4-
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., C.V. Starr & Co.,
Inc., Universal Foundation, Inc., The Maurice R. and Corrine P. Greenberg Family
Foundation, Inc. and The Maurice R. and Corrine P. Greenberg Joint Tenancy
Corporation, Inc. and their business addresses and principal occupations.
(B) Joint Press Release of American International Group, Inc. and IPC
Holdings, Ltd. dated August 9, 2006.
(C) Underwriting Agreement, dated as of August 9, 2006, by and among
American International Group, Inc., IPC Holdings, Ltd. and Citigroup Global
Markets Inc., as representative to the several underwriters listed on the
schedule thereto.
-5-
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: August 10, 2006
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
----------- ----------------------------------------- ----------------------
A. List of the Directors and Executive Filed herewith.
Officers of American International Group,
Inc., Starr International Company, Inc.
C.V. Starr & Co., Inc., Universal Foundation,
Inc., The Maurice R. and Corrine P.
Greenberg Family Foundation, Inc. and The
Maurice R. and Corrine P. Greenberg Joint
Tenancy Corporation, Inc. and their
business addresses and principal occupations.
B. Press Release of American International Filed herewith.
Group, Inc. and IPC Holdings, Ltd. dated
August 9, 2006
C. Underwriting Agreement, dated as of August 9, Filed herewith.
2006, by and among American International
Group, Inc., IPC Holdings, Ltd. and Citigroup
Global Markets Inc., as representative to the
several underwriters listed on the schedule
thereto.
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