-----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, I53ANm0cPjsrfpJxdjXqQBitelvji37JiO4PfkKTTWuFLZZHBY5viOBEx+DYc2Mp V14wSWYsVuGUixVCsJlTKA== 0000950123-05-014949.txt : 20051220 0000950123-05-014949.hdr.sgml : 20051220 20051219185916 ACCESSION NUMBER: 0000950123-05-014949 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051219 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: 051273900 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 y15056sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D 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) - --------------------- 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) Source 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. - -------------------------------------------------------------------------------- (7) Sole Voting Power 15,397,000 ----------------------------------------------------------- Number of Shares (8) Shared Voting Power Beneficially Owned 0 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 15,397,000 ----------------------------------------------------------- (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 15,397,000 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 24.2% - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO - -------------------------------------------------------------------------------- -2- 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. -3- 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 -4- 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. -5- (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). -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: December 19, 2005 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon -------------------------------------- Name: Kathleen E. Shannon Title: Senior Vice President and Secretary -7- 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. 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).
-8- EX-99.A 2 y15056exv99wa.txt LIST OF DIRECTORS AND EXECUTIVE OFFICERS . . . EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC. M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 Pei-yuan Chia Director Retired Vice Chairman, Citicorp and c/o 70 Pine Street, New York, New York 10270 Citibank, N.A. Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King Street West, 20th Floor, Toronto, Ontario M5H 3C2 William S. Cohen Director Chairman and Chief Executive Officer, The The Cohen Group, 1200 19th St., N.W., Suite Cohen Group 400, Washington, D.C. 20036 Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc., University; President and CEO, National 1050 Massachusetts Avenue, Cambridge, Bureau of Economic Research Massachusetts 02138 Ellen V. Futter Director President, American Museum of Natural American Museum of Natural History, Central History Park West at 79th Street, New York, New York 10024 Steven L. Hammerman Director Retired; Former Deputy Commissioner for c/o 70 Pine Street, New York, New York 10270 Legal Matters for the New York Police Department and Vice Chairman, Merrill Lynch & Co., Inc. Carla A. Hills Director Chairman and CEO, Hills & Company Hills & Company, 901 15th Street, N.W., Washington, DC 20005
Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of the Americas, New York, New York, 10019 Donald P. Kanak Director and Executive Vice Chairman & Chief Operating 70 Pine Street, New York, New York 10270 Executive Officer Officer George L. Miles Director President and Chief Executive Officer, 4802 Fifth Avenue, Pittsburgh, Pennsylvania WQED Multimedia 15213 Morris W. Offit Director Co-Chief Executive Officer, Offit Hall 65 East 55th Street, New York, New York 10022 Capital Management LLC Martin J. Sullivan Director and President and Chief Executive Officer 70 Pine Street, New York, New York 10270 Executive Officer Michael H. Sutton Director Consultant; Former Chief Accountant of the c/o 70 Pine Street, New York, New York 10270 United States Securities and Exchange Commission Edmund S.W. Tse Director and Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd., 1 Executive Officer Stubbs Road, Hong Kong Frank G. Zarb Director Chairman, Frank Zarb Associates, LLC; 375 Park Avenue, New York, New York 10152 Senior Advisor, Hellman & Friedman LLC Thomas R. Tizzio Executive Officer Senior Vice Chairman - General Insurance 70 Pine Street, New York, New York 10270 Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic Strategies 70 Pine Street, New York, New York 10270
-2- Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270 Steven J. Bensinger Executive Officer Executive Vice President & Chief Financial 70 Pine Street, New York, New York 10270 Officer Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life Insurance 2929 Allen Parkway, Houston, Texas 77019 Kristian P. Moor Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York 10270 General Insurance Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Investment Officer R. Kendall Nottingham Executive Officer Executive Vice President - Life Insurance 70 Pine Street, New York, New York 10270 Robert B. Sandler Executive Officer Executive Vice President, Domestic 70 Pine Street, New York, New York 10270 Personal Lines Nicholas C. Walsh Executive Officer Executive Vice President - Foreign General 70 Pine Street, New York, New York 10270 Insurance Jay S. Wintrob Executive Officer Executive Vice President - Retirement AIG Retirement Services, Inc., 1999 Avenue Services of the Stars, Los Angeles, California 90067 William N. Dooley Executive Director Senior Vice President - Financial Services 70 Pine Street, New York, New York 10270 Axel I. Freudmann Executive Officer Senior Vice President - Human Resources 70 Pine Street, New York, New York 10270 David L. Herzog Executive Officer Senior Vice President & Comptroller 70 Pine Street, New York, New York 10270
-3- Robert E. Lewis Executive Officer Senior Vice President & Chief Risk Officer 70 Pine Street, New York, New York 10270 Ernest T. Patrikis Executive Officer Senior Vice President & General Counsel 70 Pine Street, New York, New York 10270 Michael E. Roemer Executive Officer Senior Vice President & Director of 70 Pine Street, New York, New York 10270 Internal Audit Brian T. Schreiber Executive Officer Senior Vice President - Strategic Planning 70 Pine Street, New York, New York 10270 Richard W. Scott Executive Officer Senior Vice President - Investments 70 Pine Street, New York, New York 10270 Kathleen E. Shannon Executive Officer Senior Vice President and Secretary 70 Pine Street, New York, New York 10270 Keith Duckett Executive Officer Vice President - Administration 70 Pine Street, New York, New York 10270 Robert A. Gender Executive Officer Vice President & Treasurer 70 Pine Street, New York, New York 10270 Charlene M. Hamrah Executive Officer Vice President & Director of Investor 70 Pine Street, New York, New York 10270 Relations Peter K. Lathrop Executive Officer Vice President & Director of Taxes 70 Pine Street, New York, New York 10270 Eric N. Litzky Executive Officer Vice President - Corporate Governance 70 Pine Street, New York, New York 10270 Steven A. Rautenberg Executive Officer Vice President - Communications 70 Pine Street, New York, New York 10270 Christopher D. Winans Executive Officer Vice President - Media Relations 70 Pine Street, New York, New York 10270
-4- DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC. Maurice R. Greenberg Chairman of the Chairman of the Board and director, 399 Park Avenue, 17th Floor, New York, Board and Starr International Company, New York 10022 Director Inc. and C.V. Starr & Co., Inc.; Chief Executive Officer, C.V. Starr & Co., Inc.; trustee of C.V. Starr & Co., Inc. Trust; member, director and Chairman of the Board, The Starr Foundation. Edward E. Matthews Managing Director Managing Director, Starr International 399 Park Avenue, 17th Floor, New York, Company, Inc.; director and President, New York 10022 C.V. Starr & Co., Inc.; trustee, C.V. Starr & Co., Inc. Trust; member and director, The Starr Foundation. L. Michael Murphy President and President and director, Starr Mercury House, 101 Front Street, Director International Company, Inc. Hamilton HM12, Bermuda Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672 Howard I. Smith Director Vice Chairman-Finance and Secretary, 399 Park Avenue, 17th Floor, New York, C.V. Starr & Co., Inc. NY 10022 John J. Roberts Director Senior Advisor, American International Concordia Farms Group, Inc. P.O. Box 703, Easton, MD 21601 Ernest Stempel Director Senior Advisor and Honorary Director, 70 Pine Street, New York, American International Group, Inc. NY 10270 Cesar Zalamea Director President and Chief Executive Officer, Suite 1405-7, Two Exchange Square, Starr International Company (Asia), 8 Connaught Place, Central, Hong Kong Limited
-5- DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC. Maurice R. Greenberg Chairman of the (See above) (See above) Board, director and Chief Executive Officer Howard I. Smith Vice Chairman-Finance (See above) (See above) and Secretary Edward E. Matthews President and Director (See above) (See above) J. Christopher Flowers Director Chairman of the Board of Directors, 717 Fifth Avenue, 26th Floor, J.C. Flowers and Co. LLC New York, NY 10022 Houghton Freeman Director (See above) (See above) Thomas Kempner Director Chairman and Chief Executive 61 Broadway, Room 2450, Officer of Loeb Partners Corporation New York, NY 10006 John J. Roberts Director (See above) (See above) Cesar Zalamea Director (See above) (See above)
-6- EX-99.D 3 y15056exv99wd.txt LOCK UP LETTER AGREEMENT EXHIBIT D AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET, NEW YORK, NY 10270 TELEPHONE: (212) 770-7000 October 25, 2005 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York, 10013 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs and Mesdames: The undersigned understands that the Managers propose 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 (the "UNDERWRITERS"), of 12,000,000 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 the Managers on behalf of the Underwriters, neither it nor any of its subsidiaries will, during the period commencing on the date hereof and ending 60 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 the Managers on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 60 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/ Brian T. Schreiber ------------------------------------ Name: Brian T. Schreiber Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----