-----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, AVuV8NwX4KsjMW8WtZojT6KQFZGZonmO7g10VZzUmIR+E4DBcFjzl7lPCru1wDlV wScCmXZ/DxYfw0qo7f13og== 0000950123-06-004856.txt : 20060420 0000950123-06-004856.hdr.sgml : 20060420 20060420060126 ACCESSION NUMBER: 0000950123-06-004856 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 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: 06768537 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 y19970a5sc13dza.txt AMENDMENT NO. 5 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. 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) - --------------------- 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. 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 -------------------------------------- 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. 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
-8- EX-99.A 2 y19970a5exv99wa.txt EX-99.A: 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 Fred H. Langhammer Director Chairman, Global Affairs and Former Chief 767 Fifth Avenue, New York, New York 10153 Executive Officer, The Estee Lauder Companies Inc. 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 Robert B. Willumstad Director Former President and Chief Operating 9 West 57th Street, New York, New York 10019 Officer, Citigroup Inc. Frank G. Zarb Director Chairman, Frank Zarb Associates, LLC; 375 Park Avenue, New York, New York 10152 Senior Advisor, Hellman & Friedman LLC 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 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 and director, Starr 399 Park Avenue, 17th Floor, New York, International Company, Inc.; director New York 10022 and President, 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 and Director 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) John J. Roberts Director (See above) (See above) Cesar Zalamea Director (See above) (See above)
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC. Stuart Osborne President and Director President of Universal Foundation Mercury House 101 Front Street Hamilton HM 12, Bermuda Eligia G. Fernando Director Retired Mercury House 101 Front Street Hamilton HM 12, Bermuda Cesar C. Zalamea Director (See above) (See above) Aloysius B. Colayco Director Managing Director, Argosy Partners Argosy Partners 8th Floor, Pacific Star Building Makati City, Philippines Jennifer Barclay Secretary Secretary of Universal Foundation Mercury House 101 Front Street Hamilton HM 12, Bermuda Margaret Barnes Treasurer Treasurer of Universal Foundation Fitzwilliam Hall Fitzwilliam Place Dublin 2, Ireland
DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORRINE P. GREENBERG FAMILY FOUNDATION, INC. Maurice R. Greenberg Chairman and Director (See above) (See above) Corrine P. Greenberg President and Director President and Director, Greenberg 399 Park Avenue, 17th Floor Foundation New York, New York 10022 Jeffrey W. Greenberg Vice President and Director Vice President and Director, 399 Park Avenue, 17th Floor Greenberg Foundation New York, New York 10022 Evan G. Greenberg Vice President and Director President and Chief Executive 399 Park Avenue, 17th Floor Officer, ACE Limited New York, New York 10022 Lawrence S. Greenberg Vice President and Director President and Chief Executive 399 Park Avenue, 17th Floor Officer, ACE Limited New York, New York 10022 Shake Nahapetian Treasurer Administrative Assistant, CV Starr 399 Park Avenue, 17th Floor New York, New York 10022
-6- EX-99.B 3 y19970a5exv99wb.txt EX-99.B: PRESS RELEASE EXHIBIT B FOR IMMEDIATE RELEASE IPC ANNOUNCES NOTICE FROM AIG OF PLANNED EXERCISE OF DEMAND REGISTRATION RIGHTS PEMBROKE, BERMUDA, April 19, 2006: IPC Holdings, Ltd. (Nasdaq: IPCR) announced that AIG has notified IPC today that AIG intends to exercise its demand registration rights to register for sale up to 15.397 million of the IPC common shares it owns (24.2% of outstanding shares) in a public offering, subject to market conditions. AIG was the sponsoring shareholder of IPC in 1993 and has provided IPC with investment management, administrative and other services since then. These aspects of AIG's business relationship with IPC are intended to continue following the sale. Mr. S. George Cubbon, President and Chief Executive Officer of American International Company, Ltd., intends to remain on IPC's Board of Directors. AIG does not provide financial support to IPC, and the sale of AIG's share ownership will not affect IPC's capital structure, financial condition or policyholders. The sale of AIG's ownership should provide more flexibility to IPC in managing its capital, including potentially through share repurchases. IPC's bye-laws prohibit share repurchases that would result in AIG having 25% ownership of common shares and, with certain exceptions, other shareholders having 10%. Future share repurchases (if any) would be subject to the prior approval of IPC's Board of Directors based on market conditions and IPC's financial condition at that time (no repurchases are currently contemplated or authorized). "Our financial condition remains healthy and our balance sheet, through our recent capital raising efforts, is strong," said Jim Bryce, President and Chief Executive Officer of IPC. "AIG was our sponsoring shareholder and all of us at IPC would like to thank AIG for its support over the years. We are on excellent footing to capitalize on the favorable market conditions." "We have had a long and successful investment in IPC and remain confident in its business model and management team. Our registration request is a part of our ongoing management of our business portfolio and strategic redeployment of capital," said Martin Sullivan, President and Chief Executive Officer of AIG. "IPC has a track record of disciplined underwriting since its founding in 1993. We look forward to continuing our successful business relationships with IPC, including as one of its clients." The manner, timing and execution of any sale of AIG's IPC shares would be in AIG's discretion and subject to market conditions and there is no assurance it will occur. This notice does not constitute an offer of any securities for sale. No offering of securities shall be made until a registration statement relating there to is filed with the U.S. Securities and Exchange Commission, and no securities may be sold nor offers to buy be accepted prior to the time such registration statement becomes effective. ABOUT IPC HOLDINGS, LTD. IPC Holdings, Ltd., through its wholly-owned subsidiary IPCRe Limited, provides property catastrophe reinsurance and, to a limited extent, aviation, property-per-risk excess and other short-tail reinsurance on a worldwide basis. IPC's common shares are listed on the NASDAQ under the symbol "IPCR." # # # FORWARD-LOOKING STATEMENTS This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about IPC's beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations. Some forward-looking statements may be identified by the use of terms such as "believes," "anticipates," "intends," "expects", "will" and similar statements of a future or forward-looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this press release should not be considered as a representation by IPC or any other person that such objectives or plans will be achieved. A non-exclusive list of important factors that could cause IPC's actual results to differ materially from those in such forward-looking statements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our expectations; (b) the adequacy of IPC's loss reserves and the need to adjust such reserves as claims develop over time; (c) any lowering or loss of one of the financial ratings of IPC's wholly-owned subsidiary, IPCRe Limited; (d) the effect of competition on market trends and pricing; (e) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere; and (f) other factors set forth in IPC's most recent reports on Form 10-K, Form 10-Q and other documents on file with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. IPC does not intend, and is under no obligation, to update any forward-looking statement contained in this press release. CONTACT: JIM BRYCE, PRESIDENT AND CHIEF EXECUTIVE OFFICER OR JOHN WEALE, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER TELEPHONE: 441-298-5100 -----END PRIVACY-ENHANCED MESSAGE-----