UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
APRIL 19, 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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-2-
This Amendment No. 5 (this "Amendment") to the Statement on Schedule 13D filed
by American International Group, Inc. ("AIG") amends Items 2, 4 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 and Amendment No. 4 filed on December 20, 2005. 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 308,905,397 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared
power to direct the disposition of 2,593,899 AIG Shares held by Universal
Foundation, Inc., a Panamanian corporation ("Universal Foundation"). Universal
Foundation has the sole power to vote such 2,593,899 AIG Shares. C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 42,337,246 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 80,948,183 AIG Shares, 38,121,514 of which are held as a tenant
in common with Mr. Greenberg's wife, 107,916 of which are held in family trusts
of which Mr. Greenberg is a trustee, and 42,337,246 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) and 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. The Greenberg Foundation has the
shared power to vote and direct the disposition of such 381,507 AIG Shares. Mr.
Greenberg owns 27.2% 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 751,320 AIG Shares, 328,820 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 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 names of the directors and executive officers ("Covered
Persons") of AIG, SICO, Starr, Universal Foundation and the Greenberg
Foundation, 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 and the Greenberg Foundation and their respective directors
and executive officers is provided based solely on the information set forth in
the Schedule 13D relating to AIG Shares filed March 7, 2006 on behalf of Messrs.
Greenberg and Matthews, SICO, Starr, Universal Foundation and the Greenberg
Foundation. 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 and the Greenberg
Foundation 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.
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 Securities Exchange Act of 1934, as amended ("Exchange Act"); (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.
-3-
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 April 19, 2006, AIG informed the Company that it intends to
exercise its demand registration rights to register for sale up to 15.397
million of the Common Shares it owns in a public offering, subject to market
conditions. 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.
-4-
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.
On April 19, the Company issued a press release announcing AIG's
intent to exercise its demand registration rights. A copy of that press release
is filed herewith as Exhibit B and incorporated herein by reference.
-5-
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. and The Maurice R. and Corrine P. Greenberg
Family Foundation, Inc. their business addresses and principal occupations.
(B) Press Release of IPC Holdings, Ltd. dated April 19, 2006.
-6-
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: April 19, 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
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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. and The Maurice R. and Corrine P.
Greenberg Family Foundation, Inc. their
business addresses and principal occupations.
B. Press Release of IPC Holdings, Ltd. dated Filed herewith.
April 19, 2006
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