-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GTJB487qxsqmCN00mm4MOdSTharCF0QOjtC8b28e6CKz9LJcGtCM0Bok9Duh6UTy cvCq5qy3/WsL6gmfiXnnOQ== 0000950123-01-509388.txt : 20020413 0000950123-01-509388.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-01-509388 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPC HOLDINGS LTD CENTRAL INDEX KEY: 0000909815 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45701 FILM NUMBER: 1817803 BUSINESS ADDRESS: STREET 1: 29 RICHMOND RD STREET 2: C/O AMERICAN INTERNATIONAL BLDG CITY: PEMBROKE HM 08 BERMU STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412952121 MAIL ADDRESS: STREET 1: C/O AMERICAN INTERNATIONAL BUILDING STREET 2: 29 RICHMOND RD CITY: PEMBROKE ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D/A 1 y55696sc13da.txt AMENDED SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) 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 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) December 12, 2001 (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: [ ] Check the following box if a fee is being paid with this statement: [ ] _____________________ CUSIP NO. G4933P 10 1 _____________________ (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) _____________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] _____________________________________________________________________________ (3) SEC Use Only _____________________________________________________________________________ (4) Sources of Funds WC _____________________________________________________________________________ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) [ ] _____________________________________________________________________________ (6) Citizenship or Place of Organization Delaware, U.S.A. ______________________________________________________________________________ Number of (7) Sole Voting Power Shares 11,722,000 Beneficially (8) Shared Voting Power Owned By 0 Each (9) Sole Dispositive Power Reporting 11,722,000 Person With (10) Shared Dispositive Power 0 _____________________________________________________________________________ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,722,000 _____________________________________________________________________________ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] _____________________________________________________________________________ (13) Percent of Class Represented by Amount in Row (11) 24.3% _____________________________________________________________________________ (14) Type of Reporting Person HC, CO This Amendment No. 3 (this "Amendment") to the Statement on Schedule 13D/A filed by American International Group, Inc. ("AIG") on April 9, 1996, as amended by Amendment No. 2 thereto dated June 4, 1996, amends and supplements such Statement as described below. All capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Statement. 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"). The principal executive offices of the Company are located at American International Building, 29 Richmond Road, Pembroke HM08, Bermuda. Item 2. Identity and Background. Starr International Company, Inc., a private holding company incorporated in Panama ("SICO"), The Starr Foundation, a New York not-for-profit corporation ("The Starr Foundation"), and C.V. Starr & Co., Inc., a Delaware corporation ("Starr"), have the right to vote approximately 12.0%, 2.4% and 1.8%, respectively, of the outstanding common stock of AIG. The principal executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda. The principal executive offices of The Starr Foundation and Starr are located at 70 Pine Street, New York, New York 10270. The names of the directors and executive officers ("Covered Persons") of AIG, SICO, The Starr Foundation and Starr, their business addresses and principal occupations are set forth in Exhibit E attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for each Covered Person is also the address of the principal employer of such Covered Person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Manton and Tse who are British Subjects, Mr. Johnson who is a British National and Mr. Cohen who is a Canadian citizen. A subsidiary of 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. Item 3. Source and Amount of Funds or Other Consideration. AIG used its available working capital to make the purchases described in the response to Item 4 of this Amendment. Item 4. Purpose of Transaction. On December 7, 2001, the Securities and Exchange Commission (the "SEC") declared effective the Company's registration statement on Form S-3, Registration No. 333-73828 ("Registration Statement"), pursuant to which the Company offered for sale in a public offering (the "Offering") 17,480,000 Common Shares (which includes 2,280,000 Common Shares due to the exercise by the underwriters of their over-allotment option). The Offering was completed on December 12, 2001 (the "Effective Date"). Prior to the Offering, AIG owned 6,100,000 Common Shares representing approximately 24.3% of the share capital of the Company, as well as an option (the "Option") to purchase up to an additional 2,775,000 Common Shares at a purchase price of $12.7746 per share. The Option was exercisable in certain circumstances, including a public offering by the Company of its Common Shares, and in connection with the Offering, AIG exercised the Option in full upon the Effective Date. A copy of the Option is attached as Exhibit A hereto and incorporated in its entirety by reference. The descriptions of the Option set forth herein are qualified in their entirety by reference to the Option. In addition, on the Effective Date, AIG purchased from the Company 2,847,000 Common Shares (which includes 733,300 Common Shares purchased due to the exercise by the underwriters of their over-allotment option) in a private placement (the "AIG Placement") at a price per share equal to the public offering price for the Offering. The number of Common Shares purchased by AIG pursuant to the AIG Placement maintains AIG's ownership in the Company, following completion of the Offering and the exercise of the Option, at its pre-Offering ownership level of approximately 24.3%. A copy of the purchase agreement for the AIG Placement (the "Purchase Agreement") is attached as Exhibit B hereto and incorporated in its entirety by reference. The descriptions of the AIG Placement or the Purchase Agreement set forth herein are qualified in their entirety by reference to the Purchase Agreement. Also, in connection with the Offering, AIG entered into a letter agreement dated December 4, 2001 (the "Lock-Up Letter") with Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. (acting severally on behalf of themselves and the several underwriters of the Offering), pursuant to which, among other things, AIG agreed that, for a period ending 90 days after the date of the final prospects relating to the Offering, AIG will not, without the prior written consent of Morgan Stanley & Co. Incorporated: (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, 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. A copy of the Lock-Up Letter is attached as Exhibit C hereto and incorporated in its entirety by reference. The descriptions of the Lock-Up Letter set forth herein are qualified in their entirety by reference to the Lock-Up Letter. In connection with the Company's initial public offering, the Company entered into a Registration Rights Agreement, pursuant to which AIG is entitled to certain registration rights under the Securities Act of 1933, as amended, with respect to the Common Shares issuable to AIG upon exercise of the Option. Pursuant to the terms of the Purchase Agreement, the shares acquired by AIG in the AIG Placement are also deemed "registrable securities" under the Registration Rights Agreement, and therefore, AIG is entitled to such registration rights with respect to the Common Shares acquired by AIG through the AIG Placement. A copy of the Registration Rights Agreement is attached as Exhibit D hereto and incorporated in its entirety by reference. The descriptions of the Registration Rights Agreement set forth herein are qualified in their entirety by reference to the Registration Rights Agreement. Also, in response to this Item 4, reference is hereby made to the Registration Statement, a copy of which is on file with the SEC. 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. (c). Other than as described in this Amendment, AIG, SICO, The Starr Foundation and Starr, and, to the best of AIG's knowledge, the Covered Persons, have not engaged in any transactions in the Common Shares within the past 60 days. 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) Amended and Restated Option Agreement dated March 13, 1996 by and between IPC Holdings, Ltd. and American International Group, Inc. (B) Purchase Agreement dated December 12, 2001 by and between IPC Holdings, Ltd. and American International Group, Inc. (C) Letter Agreement dated December 4, 2001 by and between American International Group, Inc. and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. (acting on behalf of themselves and the several underwriters of the Offering). (D) Registration Rights Agreement dated as of March 13, 1996 by and between IPC Holdings, Ltd. and the Rightsholders identified therein (including without limitation American International Group, Inc.). (E) List of the Directors and Executive Officers of American International Group, Inc., Starr International Company, Inc., The Starr Foundation and C.V. Starr & Co., Inc., their business addresses and principal occupations. 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, 2001 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Vice President and Secretary EXHIBIT INDEX
Exhibit No. Description Location - ----------- ----------- -------- A. Amended and Restated Option Agreement dated March 13, 1996 Incorporated by reference to by and between IPC Holdings, Ltd. and American International Exhibit A to the Schedule 13D/A Group, Inc. filed by American International Group, Inc. on April 9, 1996. B. Purchase Agreement dated December 12, 2001 by and between Filed herewith. IPC Holdings, Ltd. and American International Group, Inc. C. Letter Agreement dated December 4, 2001 by and between Filed herewith. American International Group, Inc. and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. (acting on behalf of themselves and the several underwriters of the Offering). D. Registration Rights Agreement dated as of March 13, 1996 by Incorporated by reference to and between IPC Holdings, Ltd. and the Rightsholders Exhibit E to the Schedule 13D/A identified therein (including without limitation American filed by American International International Group, Inc.). Group, Inc. on April 9, 1996. E. List of the Directors and Executive Officers of American Filed herewith. International Group, Inc., Starr International Company, Inc., The Starr Foundation and C.V. Starr & Co., Inc., their business addresses and principal occupations.
EX-99.B 3 y55696ex99-b.txt PURCHASE AGREEMENT EXHIBIT B PURCHASE AGREEMENT This PURCHASE AGREEMENT made this 19th day of November, 2001, between IPC HOLDINGS, LTD., a company incorporated under the laws of the Islands of Bermuda (the "Company") of the one part, and AMERICAN INTERNATIONAL GROUP, INC., a company incorporated under the laws of the State of Delaware in the United States of America ("AIG") of the second part. WITNESSETH: WHEREAS, AIG currently owns 6,100,000 shares of the Company's Common Shares, par value $0.01 per share (the "Common Shares"), which represent 24.336% of the 25,065,572 outstanding Common Shares of the Company; WHEREAS, in connection with its initial investment in the Company in June 1993, the Company granted AIG an option to purchase additional Common Shares on the terms and conditions specified in the Option Agreement, dated June 29, 1993, between the Company and AIG (the "Original Option Agreement"); WHEREAS, in connection with the Company's initial public offering in March 1996, the Company and AIG entered into an Amended and Restated Option Agreement (the "Amended Option Agreement"), which amended the Original Option Agreement by giving effect to the recapitalization of the Company that occurred immediately prior to the initial public offering and which granted to AIG the right to purchase 2,775,000 additional Common Shares of the Company on the terms and conditions therein specified; WHEREAS, the Company has informed AIG that it intends to make a proposed public offering (the "Proposed Offering") of 15,200,000 of its Common Shares (the "Firm Public Offering Shares") in a firm commitment underwriting co-led by Morgan Stanley & Co. Incorporated and Goldman Sachs & Co., which offering is expected to close in December 2001, plus up to an additional 2,280,000 shares (the "Optional Public Offering Shares") if the underwriters exercise in full their over-allotment option provided in the underwriting agreement (the "Over-Allotment Option") relating to the Proposed Offering; WHEREAS, AIG has indicated to the Company that it wishes to purchase from the Company additional Common Shares such that AIG will retain, following its exercise in full of its option pursuant to the Amended Option Agreement and the Proposed Offering (including any exercise of the Over-Allotment Option by the underwriters), its 24.336% ownership of the Company's outstanding Common Shares and the Company believes it is in the best interests of the Company for AIG to maintain its ownership level at such percentage; NOW, THEREFORE, the Company and AIG agree as follows: 1. (a) Pursuant to Section 2(b) of the Amended Option Agreement, the Company hereby notifies AIG of its intention to file a registration statement with the U.S. Securities and Exchange Commission in connection with the Proposed Offering. (b) Pursuant to Section 2(b) of the Amended Option Agreement, AIG hereby notifies the Company that it intends to exercise in full its option to purchase Common Shares pursuant to Section 1(d)(ii)(A) of the Amended Option Agreement, such exercise to be effective at the time of, and contingent upon, the consummation of the Proposed Offering. 2. (a) The Company hereby agrees that, contingent upon the consummation of the Proposed Offering, it shall sell, transfer, convey and deliver to AIG at the time of the -2- delivery of the Firm Public Offering Shares pursuant to the Proposed Offering, and AIG agrees that at such time it shall purchase from the Company, 2,113,700 Common Shares (the "Firm AIG Shares"). The Company hereby further agrees that, contingent upon the consummation of the Proposed Offering and any exercise of the Over-Allotment Option by the underwriters in the underwriters' discretion in whole or in part, the Company shall sell, transfer, convey and deliver to AIG at the time of delivery of the Optional Public Offering Shares, and AIG agrees that at such time it shall purchase from the Company, up to 733,300 additional Common Shares (the "Optional AIG Shares"), the precise number of Optional AIG Shares to be so sold and purchased to be in the same proportion as the proportion to which the Over-Allotment Option is exercised (rounded down to the nearest round lot number of shares) in order that AIG maintain its current beneficial ownership of approximately 24.336% of the outstanding Common Shares of the Company. Furthermore, in the event the Company and the underwriters for the Proposed Offering agree between themselves to alter the number of Firm Public Offering Shares and/or Optional Public Offering Shares after the date hereof, the Company and AIG agree that the number of AIG Firm Shares and AIG Optional Shares shall be proportionately adjusted (each rounded down to the nearest round lot number of shares) in an amount that, after giving effect to the issuance of Common Shares pursuant to the option granted to AIG under the Amended Option Agreement and the purchase of Common Shares hereunder, AIG will own that number of whole Common Shares that results in it maintaining beneficial ownership of 24.336% of all of the then outstanding Common Shares of the Company. (b) All shares purchased by AIG hereunder shall be purchased in cash at the initial public offering price specified in the Proposed Offering. 3. The Company represents and warrants to AIG that (i) upon the consummation of the transactions covered by this Agreement, AIG will receive good and valid -3- title to the Common Shares sold pursuant to this Agreement free and clear of any lien, pledge or encumbrance of any kind, and (ii) the Common Shares sold pursuant to this Agreement constitute validly issued shares of the capital stock of the Company. 4. (a) AIG acknowledges that (i) it is capable of evaluating the merits and risks of the acquisition of the Common Shares, (ii) it is acquiring the Common Shares for its own account, as principal, (iii) it is acquiring the Common Shares for investment and not with a view to the resale or distribution in a public offering of all or any part of such Common Shares, and (iv) it has not sought the advice of the Company with respect to the tax, accounting, legal or other regulatory or investment issues relating to the Common Shares hereunder and the consummation of the transactions contemplated by this Agreement and has relied only on the advice of its own legal counsel and other advisors. (b) Both the parties acknowledge and agree that the sale of the Common Shares offered hereby is not registered under U.S. Federal or state securities laws, and the Common Shares are being offered and sold in reliance upon the exemptions from registration provided by the no-action letters regarding Black Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff, Pleasant and Lehrer (publicly available February 28, 1992), and applicable exemptions under state securities laws. 5. The parties acknowledge and agree that all Common Shares purchased by AIG hereunder shall be "Registrable Shares" as defined in that certain Registration Rights Agreement, dated as of March 13, 1996, among the Company, AIG and the other rightholders specified therein. -4- 6. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (b) All representations, warranties and agreements contained herein or made in writing by or on behalf of AIG and the Company pursuant hereto shall survive the execution and delivery of this Agreement and the purchase and sale of the Common Shares hereunder. (c) This Agreement may be executed by the parties hereto in separate and several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above mentioned. IPC HOLDINGS, LTD. By: /s/ Dennis J. Higginbottom ----------------------------------- Title: Vice President and Secretary AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Edward E. Matthews ----------------------------------- Title: Senior Vice Chairman -6- EX-99.C 4 y55696ex99-c.txt LETTER AGREEMENT EXHIBIT C AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET, NEW YORK, N.Y. 10270 TELEPHONE: (212) 770-7000 December 4, 2001 Morgan Stanley & Co. Incorporated Goldman, Sachs & Co. c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dear Sirs and Mesdames: The undersigned understands that Morgan Stanley & Co. Incorporated ("MORGAN STANLEY") proposes to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with IPC Holdings, Ltd., a Bermuda company (the "COMPANY") providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgan Stanley (the "UNDERWRITERS"), OF 15,200,000 shares (the "SHARES") of the Common Shares, $.01 par value per share, of the Company (the "COMMON STOCK"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, neither it nor any of its subsidiaries will, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to sales to the extent necessary, in the judgment of the undersigned, to prevent the undersigned from becoming a "United States 25% Shareholder" (as defined in the Prospectus). In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Vice President and Secretary EX-99.E 5 y55696ex99-e.txt LIST OF DIRECTORS AND EXECUTIVE OFFICERS EXHIBIT E AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS M. Bernard Aidinoff Sullivan & Cromwell 125 Broad Street New York, New York 10004 Eli Broad SunAmerica Inc. 1 SunAmerica Center 1999 Avenue of the Stars Los Angeles, California 90067 Pei-yuan Chia 298 Bedford - Banksville Road Bedford, New York 10506 Marshall A. Cohen Cassels, Brock & Blackwell 40 King Street West 20th Floor Toronto, Ontario M5H 3C2 Barber B. Conable, Jr. P.O. Box 218 Alexander, New York 14005 Martin S. Feldstein National Bureau of Economic Research, Inc. 1050 Massachusetts Avenue Cambridge, Massachusetts 02138 Ellen V. Futter American Museum of Natural History Central Park West at 79th Street New York, New York 10024 M. R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 Carla A. Hills Hills & Company 1200 19th Street, N.W. - 5th Floor Washington, DC 20036 Richard C. Holbrooke The Council on Foreign Relations 58 E. 68th St. New York, New York 10021 Frank J. Hoenemeyer 7 Harwood Drive Madison, New Jersey 07940 Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Edmund S.W. Tse American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Jay S. Wintrob SunAmerica Inc. 1 SunAmerica Center 1999 Avenue of the Stars Los Angeles, California 90067 Frank G. Wisner American International Group, Inc. 70 Pine Street New York, New York 10270 Frank G. Zarb The NASDAQ Stock Market, Inc. Four Times Square New York, New York 10036 AMERICAN INTERNATIONAL GROUP, INC. EXECUTIVE OFFICERS M.R. Greenberg Chairman & Chief Executive Officer 70 Pine Street New York, New York 10270 Thomas R. Tizzio Senior Vice Chairman - General 70 Pine Street Insurance New York, New York 10270 Edward E. Matthews Senior Vice Chairman - Investments & 70 Pine Street Financial Services New York, New York 10270 Edmund S.W. Tse Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner Vice Chairman - External Affairs 70 Pine Street New York, New York 10270 Kristian P. Moor Executive Vice President - Domestic 70 Pine Street General Insurance New York, New York 10270 R. Kendall Nottingham Executive Vice President - Life 70 Pine Street Insurance New York, New York 10270 Robert B. Sandler Executive Vice President - Senior 70 Pine Street Casualty Actuary & Senior Claims New York, New York 10270 Officer Howard I. Smith Executive Vice President & Chief 70 Pine Street Financial Officer New York, New York 10270 Martin J. Sullivan Executive Vice President - Foreign 70 Pine Street General Insurance New York, New York 10270 William N. Dooley Senior Vice President - Financial 70 Pine Street Services New York, New York 10270 Lawrence W. English Senior Vice President - 70 Pine Street Administration New York, New York 10270 Axel I. Freudmann Senior Vice President - Human 70 Pine Street Resources New York, New York 10270 Win J. Neuger Senior Vice President & Chief 70 Pine Street Investment Officer New York, New York 10270 Ernest T. Patrikis Senior Vice President & General Counsel 70 Pine Street New York, New York 10270 Michael J. Castelli Vice President & Comptroller 70 Pine Street New York, New York 10270 Peter K. Lathrop Vice President & Director of Taxes 70 Pine Street New York, New York 10270 Robert E. Lewis Vice President & Chief Credit 70 Pine Street Officer New York, New York 10270 Charles M. Lucas Vice President & Director of Market 70 Pine Street Risk Management New York, New York 10270 Steven A. Rautenberg Vice President - Communications 70 Pine Street New York, New York 10270 Kathleen E. Shannon Vice President and Secretary 70 Pine Street New York, New York 10270 Carol A. McFate Vice President & Treasurer 70 Pine Street New York, New York 10270 John T. Wooster, Jr. Special Advisor 70 Pine Street New York, New York STARR INTERNATIONAL COMPANY, INC. EXECUTIVE OFFICERS & DIRECTORS
Name and Address Position - ----------------- -------- William N. Dooley Director 70 Pine Street New York, New York 10270 M. R. Greenberg Director & Chairman of the Board 70 Pine Street New York, New York 10270 Joseph C. H. Johnson Director, President & Treasurer American International Building 29 Richmond Road Pembroke HM08 Bermuda Donald Kanak Director American International Building 1-3 Marunouchi, 1-chome Chiyoda-ku, Tokyo, Japan Edward E. Matthews Director 70 Pine Street New York, New York 10270 Kristian P. Moor Director 70 Pine Street New York, New York 10270 L. Michael Murphy Director, Vice President & Secretary American International Building 29 Richmond Road Pembroke HM08 Bermuda Win J. Neuger Director 70 Pine Street New York, New York 10270 R. Kendall Nottingham Director 70 Pine Street New York, New York 10270 Robert M. Sandler Director 70 Pine Street New York, New York 10270 Howard I. Smith Director 70 Pine Street New York, New York 10270 Martin J. Sullivan Director 70 Pine Street New York, New York 10270
Thomas R. Tizzio Director 70 Pine Street New York, New York 10270 Edmund S.W. Tse Director 1 Stubbs Road Hong Kong Jay S. Wintrob Director 1 SunAmerica Center Los Angeles, California 90067 THE STARR FOUNDATION EXECUTIVE OFFICERS & DIRECTORS
Name and Address Position - ---------------- -------- M.R. Greenberg Director and Chairman 70 Pine Street New York, New York 10270 Florence A. Davis Director and President 70 Pine Street New York, New York 10270 Marion I. Breen Director and Vice President 70 Pine Street New York, New York 10270 T.C. Hsu Director 70 Pine Street New York, New York 10270 Edwin A.G. Manton Director 70 Pine Street New York, New York 10270 Edward E. Matthews Director 70 Pine Street New York, New York 10270 John J. Roberts Director 70 Pine Street New York, New York 10270 Howard I. Smith Director and Treasurer 70 Pine Street New York, New York 10270 Ernest E. Stempel Director American International Building 29 Richmond Road Pembroke HM08 Bermuda Edmund S. W. Tse Director 1 Stubbs Road Hong Kong Gladys Thomas Vice President and Secretary 70 Pine Street New York, New York 10270
C.V. STARR & CO., INC. EXECUTIVE OFFICERS & DIRECTORS
Name and Address Position - ---------------- -------- William N. Dooley Director 70 Pine Street New York, New York 10270 M.R. Greenberg Director, President & Chief Executive Officer 70 Pine Street New York, New York 10270 Donald Kanak Director American International Building 1-3 Marunouchi, 1-chome Chiyoda-ku, Tokyo, Japan Edward E. Matthews Director & Senior Vice President 70 Pine Street New York, New York 10270 Kristian P. Moor Director 70 Pine Street New York, New York 10270 Win J. Neuger Director 70 Pine Street New York, New York 10270 R. Kendall Nottingham Director 70 Pine Street New York, New York 10270 Robert M. Sandler Director & Vice President 70 Pine Street New York, New York 10270 Howard I. Smith Director & Senior Vice President 70 Pine Street New York, New York 10270 Martin J. Sullivan Director 70 Pine Street New York, New York 10270 Thomas R. Tizzio Director & Senior Vice President 70 Pine Street New York, New York 10270 Edmund S.W. Tse Director & Senior Vice President 1 Stubbs Road Hong Kong
Jay S. Wintrob Director 1 SunAmerica Center Los Angeles, California 90067 Michael D. Warantz Treasurer 70 Pine Street New York, New York 10270 Kathleen E. Shannon Secretary 70 Pine Street New York, New York 10270 -----END PRIVACY-ENHANCED MESSAGE-----