0001193125-14-110627.txt : 20140321 0001193125-14-110627.hdr.sgml : 20140321 20140321172903 ACCESSION NUMBER: 0001193125-14-110627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140321 DATE AS OF CHANGE: 20140321 GROUP MEMBERS: INVERSIONES PREVISIONALES S.A. GROUP MEMBERS: METLIFE CHILE ACQUISITION CO. S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDA PENSION FUND ADMINISTRATOR CENTRAL INDEX KEY: 0000931588 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47976 FILM NUMBER: 14711277 BUSINESS ADDRESS: STREET 1: AVENIDA PEDRO DE VALDIVIA 100 CITY: SANTIAGO STATE: F3 ZIP: 00000 BUSINESS PHONE: 5626970040 MAIL ADDRESS: STREET 1: AVENIDA PEDRO DE VALDIVIA 100 CITY: SANTIAGO STATE: F3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1095 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-578-5500 MAIL ADDRESS: STREET 1: 1095 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D/A 1 d696922dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

 

ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.

(Provida Pension Fund Administrator)

(Name of Issuer)

 

 

SHARES OF COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

020304634

(CUSIP Number)

AMERICAN DEPOSITARY SHARES (ADS) EACH REPRESENTING

FIFTEEN (15) SHARES OF COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

00709P108

(CUSIP Number)

 

 

Matthew Ricciardi

MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

(212) 578-2675

March 21, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

Page 1 of 12


CUSIP No. 020304634   13D   Page 2 of 12

 

  1.  

NAMES OF REPORTING PERSONS

 

MetLife, Inc.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

    ¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

    0

     8.   

SHARED VOTING POWER

 

    302,749,323

     9.   

SOLE DISPOSITIVE POWER

 

    0

   10.   

SHARED DISPOSITIVE POWER

 

    302,749,323

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    302,749,323

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

    ¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    91.4%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

    CO, HC

 

 

Page 2 of 12


CUSIP No. 020304634   13D   Page 3 of 12

 

  1.  

NAMES OF REPORTING PERSONS

 

MetLife Chile Acquisition Co. S.A.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

    ¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Chile

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

    0

     8.   

SHARED VOTING POWER

 

    131,725,750

     9.   

SOLE DISPOSITIVE POWER

 

    0

   10.   

SHARED DISPOSITIVE POWER

 

    131,725,750

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    131,725,750

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

    ¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    39.8%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

    CO

 

 

Page 3 of 12


CUSIP No. 020304634   13D   Page 4 of 12

 

  1.  

NAMES OF REPORTING PERSONS

 

Inversiones Previsionales S.A.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS (see instructions)

 

  5.  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

    ¨

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Chile

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

    0

     8.   

SHARED VOTING POWER

 

    171,023,573

     9.   

SOLE DISPOSITIVE POWER

 

    0

   10.   

SHARED DISPOSITIVE POWER

 

    171,023,573

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    171,023,573

12.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

 

    ¨

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    51.6%

14.  

TYPE OF REPORTING PERSON (see instructions)

 

    CO

 

 

Page 4 of 12


This Amendment No. 1 is being filed by MetLife, Inc. (“MetLife”), and its indirect wholly-owned subsidiaries, MetLife Chile Acquisition Co. S.A. (“Purchaser”) and Inversiones Previsionales S.A. (“Inversiones Previsionales,” and collectively with MetLife and Purchaser, the “Reporting Persons”) with respect to the Common Shares, without par value (collectively, the “Common Shares,” and each a “Common Share”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company”), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on October 11, 2013 (together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

Item 2. Identity and Background

Item 2 is hereby amended and supplemented by replacing the last two paragraphs with the following:

The name, business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) and place of citizenship of each executive officer and director of MetLife, Purchaser and Inversiones Previsionales are set forth on Schedules I, II and III attached hereto and are incorporated herein by reference.

To the best knowledge of MetLife, Purchaser and Inversiones Previsionales, none of MetLife, Purchaser, Inversiones Previsionales or any of the persons listed in Schedules I, II and III have been, during the past five (5) years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 4. Purpose of Transactions

Item 4 is hereby amended and supplemented by adding the following:

The Reporting Persons have taken steps to surrender all of the ADSs currently owned by the Reporting Persons to the ADS Depositary, in accordance with the deposit agreement among the Company, the ADS Depositary and holders of ADSs, dated as of November 22, 1994, as amended and restated as of February 7, 1996, as further amended and restated as of August 19, 1999 (the “Deposit Agreement”), in exchange for the 72,775,905 Common Shares represented thereby. Upon consummation of such transaction, all of the Reporting Persons’ current interest in the Company is expected to be held in the form of Common Shares in Chile.

As previously reported, subject to applicable law, the Reporting Persons intend to acquire additional Common Shares and ADSs through open market purchases, privately negotiated transactions or purchases facilitated by brokers in Chile or the United States, or otherwise. In connection with any such acquisition of additional Common Shares or ADSs, the Reporting Persons may enter into contracts and other arrangements with brokers and other market participants in Chile or the United States. Subject to applicable law, if and to the extent any such acquisitions occur prior to September 28, 2014, the first anniversary of the termination of the U.S. Offer, the Reporting Persons currently intend to pay consideration equal to the amount paid per Common Share and per ADS in the U.S. Offer – U.S. $6.1476 per Common Share and U.S. $92.2140 per ADS, in each case, in cash, without interest thereon, less the amount of any fees, expenses and withholding taxes that may be applicable.

 

Page 5 of 12


Subject to applicable law, MetLife may cause the Company to delist the Common Shares and ADSs from the Chilean Exchanges and the New York Stock Exchange and to terminate the Company’s registration with the Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros) and the SEC. MetLife may also cause the Company to terminate the Deposit Agreement.

If and when the Reporting Persons directly or indirectly hold in the aggregate more than 95% of the then outstanding Common Shares, remaining minority shareholders (including remaining U.S. holders) may be able to exercise limited redemption rights in accordance with Chilean law. Under Chilean law and the Company bylaws, the Reporting Persons are not currently permitted to squeeze out the remaining holders of Common Shares or ADSs, although if a squeeze-out right becomes available in the future, the Reporting Persons reserve the right to exercise it to the fullest extent permitted by law.

Except as set forth in this Schedule 13D (including any information incorporated by reference) and in connection with the transactions described in this Schedule 13D, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to the Schedule 13D.

 

Page 6 of 12


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

Dated as of: March 21, 2014

 

MetLife, Inc.
By:  

/s/ William J. Wheeler

Name:   William J. Wheeler
Title:   President, Americas
MetLife Chile Acquisition Co. S.A.
By:  

/s/ Randal W. Haase

Name:   Randal W. Haase
Title:   Authorized Representative
Inversiones Previsionales S.A.
By:  

/s/ Randal W. Haase

Name:   Randal W. Haase
Title:   Authorized Representative

 

Page 7 of 12


SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE

The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of MetLife. Each such person is a citizen of the United States of America, with the exception of John C.R. Hele, Franciscus Hijkoop, Michel Khalaf and Christopher G. Townsend, who are citizens, respectively, of Canada, the Netherlands, the Republic of Lebanon and the United Kingdom of Great Britain and Northern Ireland.

 

Name of Director or

Executive

  Business Address  

Present Principal

Occupation or

Employment

 

Name, Principal

Business and Address of

Employment

Steven A. Kandarian  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Chairman of the Board,

Chief Executive Officer

and President

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Ricardo A. Anzaldua  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President

and General Counsel

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Steven J. Goulart  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President

and Chief Investment

Officer

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

John C.R. Hele  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President

and Chief Financial

Officer

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Franciscus Hijkoop  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President

and Chief Human

Resources Officer

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Beth M. Hirschhorn  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President,

Global Brand and

Marketing

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Michel Khalaf  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  President, EMEA  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Page 8 of 12


Martin J. Lippert  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President

and Head of Global

Technology and

Operations

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Maria R. Morris  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Executive Vice President,

Global Employee

Benefits

 

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Christopher G. Townsend  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  President, Asia  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

William J. Wheeler  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  President, Americas  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

Cheryl W. Grisé  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  Retired   N/A
Carlos M. Gutierrez  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Co-Chair, Albright

Stonebridge Group

 

Albright Stonebridge

Group

555 Thirteenth Street,

NW, Suite 300 West

Washington, DC 2000

R. Glenn Hubbard  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Dean and Russell L.

Carson Professor of

Economics and Finance, Graduate School of

Business, Columbia

University

 

Graduate School of

Business

Columbia University

3022 Broadway

Uris Hall, Room 101

New York, NY 10027

John M. Keane  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Senior Partner, SCP

Partners; President, GSI,

LLC

 

SCP Partners

2020 K. Street N.W.

Suite 300

Washington, D.C. 20006

Alfred F. Kelly, Jr.  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Chairman of the Board,

President and Chief

Executive Officer,

NY/NJ Super Bowl Host Company

 

MetLife Stadium

One MetLife Stadium

Drive

East Rutherford, NJ

07073

William E. Kennard  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  Senior Advisor, Grain Management, LLC  

Grain Management, LLC

1900 K Street, N.W.,

Suite 1130

Washington, D.C. 20006

 

Page 9 of 12


James M. Kilts  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Partner, Centerview

Capital

 

Centerview Capital

3 Greenwich Office Park,

2nd floor

Greenwich, CT 06831

Catherine R. Kinney  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  Retired   N/A
Denise M. Morrison  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

President and Chief

Executive Officer,

Campbell Soup Company

 

Campbell Soup Company

1 Campbell Place

Camden, NJ 08103-1701

Hugh B. Price  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Senior Fellow, The

Brookings Institution

 

The Brookings Institution

1775 Massachusetts Ave.,

NW

Washington, DC 2003

Kenton J. Sicchitano  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

  Retired   N/A
Lulu C. Wang  

MetLife, Inc.

200 Park Avenue

New York, N.Y. 10166

 

Chief Executive Officer,

Tupelo Capital

Management LLC

 

Tupelo Capital

Management LLC

340 Madison Avenue,

19th floor

New York, NY 10173

 

Page 10 of 12


SCHEDULE II

DIRECTORS AND OFFICERS OF PURCHASER

The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of Purchaser. Each such person is a citizen of Chile, with the exception of Randal W. Haase, who is a citizen of the United States.

 

Name of Director or

Executive

  Business Address  

Present Principal

Occupation or

Employment

 

Name, Principal

Business and Address of

Employment

Randal W. Haase  

1095 Avenue of the

Americas

New York, New York

10036

 

Vice President - New

Business Development

 

MetLife, Inc.

1095 Avenue of the

Americas

New York, New York

10036

Ronald Michael

Mayne–Nicholls Secul

 

Agustinas 640, piso

22, Santiago, Región

Metropolitana, Chile

 

Latin American

Marketing Officer

 

MetLife Chile Seguros de

Vida S.A.

Agustinas 640, piso

22, Santiago, Región

Metropolitana, Chile

Pablo Iacobelli del Rio  

Isidora Goyenechea

2800, piso 43

Las Condes, Santiago,

Chile

  Partner  

Carey y Cía. Ltda.

Isidora Goyenechea

2800, piso 43

Las Condes, Santiago,

Chile

 

Page 11 of 12


SCHEDULE III

DIRECTORS AND OFFICERS OF INVERSIONES PREVISIONALES

The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of Inversiones Previsionales. Each such person is a citizen of Chile, with the exception of Randal W. Haase, who is a citizen of the United States.

 

Name of Director or

Executive

  Business Address  

Present Principal

Occupation or

Employment

 

Name, Principal

Business and Address of

Employment

Randal W. Haase  

1095 Avenue of the

Americas

New York, New York

10036

 

Vice President - New

Business Development

 

MetLife, Inc.

1095 Avenue of the

Americas

New York, New York

10036

Ronald Michael

Mayne–Nicholls Secul

 

Agustinas 640, piso

22, Santiago, Región

Metropolitana, Chile

 

Latin American

Marketing Officer

 

MetLife Chile Seguros de

Vida S.A.

Agustinas 640, piso

22, Santiago, Región

Metropolitana, Chile

Pablo Iacobelli del Rio  

Isidora Goyenechea

2800, piso 43

Las Condes, Santiago,

Chile

  Partner  

Carey y Cía. Ltda.

Isidora Goyenechea

2800, piso 43

Las Condes, Santiago,

Chile

 

Page 12 of 12