1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
SUNAMERICA INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
866 930 10 0
(Cusip Number)
Kathleen E. Shannon
Vice President and Secretary
American International Group, Inc.
70 Pine Street
New York, New York 10270
(212) 770-5123
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
August 19, 1998
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
2
SCHEDULE 13D
CUSIP No. 866 930 10 0
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMERICAN INTERNATIONAL GROUP, INC.
IRS ID No. 13-2592361
2. Check the Appropriate Box If a Member of a Group (A) / /
3. SEC Use Only (B) / /
4. Source of Funds
OO, WC
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Incorporated in the State of Delaware
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 8. Shared Voting Power
Person with 3,641,130 shares of
Common Stock
13,340,591 shares of
Nontransferable
Class B Stock*
9. Sole Dispositive Power
10. Shared Dispositive Power
3,641,130 shares of
Common Stock
13,340,591 shares of
Nontransferable
Class B Stock*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,641,130 shares of Common Stock and 13,340,591 shares
of Nontransferable Class B Stock*
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
* The 13,340,591 shares of Nontransferable Class B Stock of SunAmerica Inc. (the
"Company") covered by this item are convertible into Common Stock of the Company
on a one-for-one basis at any time, or from time to time, at the option of the
holder, Eli Broad. Such shares of Nontransferable Class B Stock and 3,634,605
shares of Common Stock are subject to the Voting Agreement dated as of August
19, 1998 between Eli Broad and American International Group, Inc. as described
in Item 4 of this Statement.
-2-
3
13. Percent of Class Represented by Amount in Row (11) 2.0% of the
outstanding Common Stock (or, assuming conversion of the shares
of Nontransferable Class B Stock, 8.8% of the outstanding Common
Stock) and 82% of the outstanding Nontransferable Class B Stock
14. Type of Reporting Person
HC, CO
-3-
4
SCHEDULE 13D
CUSIP No. 866 930 10 0
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
IRS ID No. 13-5540698
2. Check the Appropriate Box If a Member of a Group (A) / /
3. SEC Use Only (B) / /
4. Source of Funds
WC
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Incorporated in the State of Pennsylvania
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 8. Shared Voting Power
Person with 3,300 shares of Common
Stock
9. Sole Dispositive Power
10. Shared Dispositive Power
3,300 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,300 shares of Common Stock
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.0017% of the outstanding Common Stock
14. Type of Reporting Person
IC, CO
-4-
5
SCHEDULE 13D
CUSIP No. 866 930 10 0
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AIG GLOBAL INVESTMENT CORP.
IRS ID No. 06-0178320
2. Check the Appropriate Box If a Member of a Group (A) / /
3. SEC Use Only (B) / /
4. Source of Funds
WC
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Incorporated in the State of New Jersey
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 8. Shared Voting Power
Person with 1,950 shares of Common
Stock
9. Sole Dispositive Power
10. Shared Dispositive Power
1,950 shares of Common Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,950 shares of Common Stock
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.0010% of the outstanding Common Stock
14. Type of Reporting Person
IA, CO
-5-
6
SCHEDULE 13D
CUSIP No. 866 930 10 0
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TRANSATLANTIC HOLDINGS, INC.
IRS ID No. 13-3355897
2. Check the Appropriate Box If a Member of a Group (A) / /
3. SEC Use Only (B) / /
4. Source of Funds
WC
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Incorporated in the State of Delaware
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 8. Shared Voting Power
Person with 1,950 shares of Common
Stock
9. Sole Dispositive Power
10. Shared Dispositive Power
1,950 shares of Common
Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,950 shares of Common Stock
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.0010% of the outstanding Common Stock
14. Type of Reporting Person
HC, CO
-6-
7
SCHEDULE 13D
CUSIP No. 866 930 10 0
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AIG GLOBAL INVESTMENT CORP. (IRELAND) LTD.
IRS ID No. - Not Applicable.
2. Check the Appropriate Box If a Member of a Group (A) / /
3. Sec Use Only (B) / /
4. Source of Funds
WC
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant / /
to Items 2(d) or (e)
6. Citizenship or Place of Organization
Organized under the laws of the Republic of Ireland
Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 8. Shared Voting Power
Person with 1,275 shares of Common
Stock
9. Sole Dispositive Power
10. Shared Dispositive Power
1,275 shares of Common
Stock
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,275 shares of Common Stock
12. Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
.0007% of the outstanding Common Stock
14. Type of Reporting Person
IA, CO
-7-
8
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the shares of common
stock, par value $1.00 per share, of SunAmerica Inc., a Maryland corporation
(the "Company", and such common stock the "Common Stock"), and the shares of
Nontransferable Class B Stock, par value $1.00 per share, of the Company ("Class
B Stock"), which Class B Stock is convertible into Common Stock on a one-for-one
basis at any time at the option of the holder of such Class B Stock. The
principal executive offices of the Company are located at 1 SunAmerica Center,
Century City, Los Angeles, California 90067-6022.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This statement is filed by American International
Group, Inc., a Delaware corporation ("AIG") on behalf of itself, its wholly
owned subsidiary The Insurance Company of the State of Pennsylvania, a
Pennsylvania corporation ("Pennsylvania Insurance"), its wholly owned
subsidiary, AIG Global Investment Corp., a New Jersey Corporation ("Global
Investment"), which acts as an investment adviser to Transatlantic Holdings,
Inc., a Delaware corporation ("Transatlantic"), Transatlantic (50.1% of the
common stock of Transatlantic is currently held directly or indirectly by AIG)
and its wholly owned subsidiary AIG Global Investment Corp. (Ireland) Ltd., a
company organized under the laws of the Republic of Ireland ("AIG Global"),
which acts as an investment adviser to IPC Holdings, Ltd., a corporation
organized under the laws of Bermuda ("IPC") (24.4% of the common stock of IPC
is currently held by AIG). The principal executive offices of each of AIG and
Pennsylvania Insurance are located at 70 Pine Street, New York, New York 10270,
the principal executive offices of Global Investment are located at 175 Water
Street, New York, New York 10038, the principal executive offices of
Transatlantic are located at 80 Pine Street, New York, New York 10005 and the
principal executive offices of AIG Global are located at AIG House, Merrion
Road, Dublin 4 Ireland. AIG is a holding company which, through its
subsidiaries, is primarily engaged in a broad range of insurance and
insurance-related activities and financial services in the United States and
abroad. AIG's primary activities include both general and life insurance
operations.
Starr International Company, Inc., a private holding company
organized under the laws of Panama ("SICO"), The Starr Foundation, a New York
not-for-profit corporation ("Starr Foundation") and C.V. Starr & Co., Inc., a
Delaware corporation ("Starr"), have the right to vote approximately 16.2%, 3.5%
and 2.4%, respectively, of the outstanding common stock of AIG. The principal
executive offices of SICO are located at 29 Richmond Road, American
International Building, Pembroke HM08 Bermuda. The principal executive offices
-8-
9
of each of 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, Pennsylvania Insurance, Global Investment, Transatlantic, AIG
Global, SICO, Starr Foundation and Starr, their business addresses and
principal occupations are set forth in Exhibit D 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
for such Covered Person. Each of the Covered Persons is a citizen of the United
States, except for Messrs. Johnson, Manton, Milton, Sullivan and Tse, who are
British subjects, Mr. Cohen, who is a Canadian subject, Mr. Datwiler, who is a
citizen of Switzerland, and Messrs. Hehir, Hennessy and Sommerville, who are
Irish citizens.
(d) and (e) During the last five years, none of AIG, Pennsylvania
Insurance, Global Investment, Transatlantic, AIG Global, SICO, Starr Foundation
or Starr, or any of the Covered Persons, has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pennsylvania Insurance purchased 1,400 shares of Common Stock on
August 9, 1996. The Company paid a 2-for-1 stock dividend in September 1996 and
a 3-for-2 stock dividend in September 1997. Pennsylvania Insurance sold 700
shares of Common Stock on January 8, 1998 and sold 200 shares of Common Stock on
March 18, 1998. Such purchases and sales were effected in open market
transactions on the New York Stock Exchange and Pennsylvania Insurance used
available working capital to purchase such shares of Common Stock.
Global Investment acts as an investment adviser to Transatlantic.
Transatlantic purchased 1,300 shares of Common Stock on August 6, 1997. The
Company paid a 3-for-2 stock dividend in September 1997. Such purchases were
effected in open market transactions on the New York Stock Exchange and
Transatlantic used available working capital to purchase such shares of Common
Stock.
-9-
10
AIG Global acts as an investment adviser to IPC. IPC purchased 175
shares of Common Stock on December 19, 1997 and 600 shares of Common Stock on
March 20, 1998. IPC subsequently sold 100 shares of Common Stock on May 12, 1998
and purchased an additional 600 shares of Common Stock on June 5, 1998. Such
purchases were effected in open market transactions on the New York Stock
Exchange and IPC used available working capital to purchase such shares of
Common Stock.
As described in the response to Item 4 (which response is
incorporated herein by reference), the Voting Agreement Shares (as defined in
the response to Item 4) have not been purchased by AIG. In connection with, and
as a condition to, AIG and the Company entering into the Merger Agreement (as
defined in the response to Item 4), a certain shareholder of the Company, Eli
Broad, who holds the Voting Agreement Shares (which represent approximately 2.0%
of the outstanding shares of Common Stock, or assuming conversion of the
13,340,591 shares of Class B Stock held by Mr. Broad, 8.8% of the outstanding
shares of Common Stock, and 82% of the outstanding shares of Class B Stock), has
entered into the Voting Agreement (as defined in the response to Item 4)
pursuant to which Mr. Broad has agreed to vote the Voting Agreement Shares in
favor of the adoption and approval of the Merger Agreement and the Merger (as
defined in the response to Item 4) and each other action and transaction
contemplated by the Merger Agreement or the Voting Agreement. In addition, Mr.
Broad has agreed to deliver to AIG, if requested by AIG, an irrevocable proxy
with respect to the Voting Agreement Shares and not to dispose of the Voting
Agreement Shares, subject to certain exceptions. In addition, Mr. Broad has
agreed that, immediately prior to the Effective Time, he will convert each share
of Class B Stock held by him into one share of Common Stock, in accordance with
the terms of the Class B Stock as set forth in the Articles of Restated Charter,
dated October 3, 1991, as amended, of the Company.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) On August 19, 1998, the Company and AIG entered into an
Agreement and Plan of Merger (the "Merger Agreement") which provides, among
other things, that, the Company will merge with and into AIG (the "Merger").
Upon consummation of the Merger, the
-10-
11
separate corporate existence of the Company will cease and AIG will be the
surviving corporation.
Pursuant to the terms of the Merger Agreement, at the Effective Time
(as defined in the Merger Agreement), each share of the Common Stock issued and
outstanding immediately prior to the Effective Time (other than shares of Common
Stock owned by AIG, the Company or any of their respective subsidiaries (other
than any shares of Common Stock into which the 8,707,500 shares of Class B Stock
held by the Company's subsidiary, Stanford Ranch, Inc., convert) and in each
case not held on behalf of third parties (collectively, "Excluded Common
Shares")) will be converted into 0.855 shares of common stock, par value $2.50
per share, of AIG ("AIG Common Stock"). The Merger Agreement also provides that
each Excluded Common Share will be cancelled and retired without payment of any
consideration therefor.
Consummation of the Merger is subject to the satisfaction or waiver
at or prior to the Effective Time of certain conditions, including, but not
limited to, (i) approval of the Merger by the holders of at least two-thirds of
the outstanding shares of Common Stock and the outstanding shares of Class B
Stock (each voting separately as a class), respectively, entitled to vote on the
matter, (ii) approval of the Merger by the holders of at least a majority of the
outstanding shares of AIG Common Stock, and (iii) certain regulatory approvals
and conditions.
Pursuant to the Merger Agreement, (i) the certificate of
incorporation, as amended, and the bylaws of AIG as in effect immediately prior
to the Effective Time will continue to be the certificate of incorporation of
AIG as the corporation surviving the Merger, (ii) the directors of AIG at the
Effective Time will, from and after the Effective Time, continue to be the
directors of AIG as the corporation surviving the Merger until their successors
have been duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with applicable law, and at the Effective
Time, AIG will cause to be elected to the board of directors of AIG as the
corporation surviving the Merger two persons to be designated by the Company and
reasonably acceptable to AIG, and (iii) the officers of AIG at the Effective
Time will, from and after the Effective Time, continue to be the officers of AIG
as the corporation surviving the Merger until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation or
removal in accordance with applicable law.
The Merger Agreement contains certain customary restrictions on the
conduct of the businesses of the Company pending the Merger,
-11-
12
including certain customary restrictions relating to the capital stock of the
Company. Pursuant to the Merger Agreement, the Company has agreed, among other
things, that, after the date of the Merger Agreement and prior to the Effective
Time, it will not authorize, declare, set aside or pay any dividend payable in
cash, stock or property in respect of any capital stock (i) other than dividends
from its direct or indirect wholly owned subsidiaries and (ii) other than
regular quarterly cash dividends paid by the Company not in excess of $0.15 per
share of Common Stock and regular dividends and distributions on the Preferred
Shares and the Security Units (as such terms are defined in the Merger
Agreement) pursuant to the terms thereof.
Pursuant to the Merger Agreement, AIG will use its best efforts to
cause the shares of AIG Common Stock to be issued in the Merger to be approved
for listing on the New York Stock Exchange, Inc. ("NYSE"), subject to official
notice of issuance, prior to the Closing Date (as defined in the Merger
Agreement), and as soon as practicable following the Effective Time, AIG as the
surviving corporation will use its best efforts to cause the shares of Common
Stock, the Depositary Shares and the Security Units (as such terms are defined
in the Merger Agreement) to be de-listed from the NYSE and the Pacific Exchange,
Inc. and de-registered under the Securities Exchange Act of 1934, as amended.
The Merger Agreement is attached as Exhibit B hereto and is
incorporated herein by reference in its entirety. The foregoing summary of the
Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit.
Concurrent with the execution of the Merger Agreement, Eli Broad and
AIG entered into a Voting Agreement, dated as of August 19, 1998 (the "Voting
Agreement"), a copy of which is attached hereto as Exhibit C and is incorporated
herein by reference. Pursuant to the Voting Agreement, Mr. Broad has agreed to
vote 3,634,605 shares of Common Stock and 13,340,591 shares of Class B Stock
held by him (the "Voting Agreement Shares") (representing approximately 2.0% of
the outstanding Common Stock (or, assuming conversion of the 13,340,591 shares
of Class B Stock held by Mr. Broad, 8.8% of the outstanding shares of Common
Stock) and 82% of the outstanding Class B Stock) in favor of adoption and
approval of the Merger Agreement and the Merger (and each other action and
transaction contemplated by the Merger Agreement or the Voting Agreement). In
addition, Mr. Broad has agreed to deliver to AIG, if requested by AIG, an
irrevocable proxy with respect to the Voting Agreement Shares and not to dispose
of the Voting Agreement Shares, subject to certain exceptions. In addition, Mr.
Broad has
-12-
13
agreed that, immediately prior to the Effective Time, he will convert each share
of Class B Stock held by him into one share of Common Stock, in accordance with
the terms of the Class B Stock as set forth in the Articles of Restated Charter,
dated October 3, 1991, as amended, of the Company. The Voting Agreement also
provides that, in the event (i) of any stock dividend, stock split,
recapitalization, reclassification, combination or exchange of shares of stock
of the Company on, of or affecting the Voting Agreement Shares, (ii) Mr. Broad
purchases or otherwise acquires beneficial ownership of any shares of Common
Stock or Class B Stock after the execution of the Voting Agreement (including by
conversion), or (iii) Mr. Broad voluntarily acquires the right to vote or share
in the voting of any shares of Common Stock or Class B Stock other than the
Voting Agreement Shares (collectively, "New Shares"), Mr. Broad will, if
requested by AIG, grant to AIG an irrevocable proxy with respect to such New
Shares. Mr. Broad also agreed that any New Shares acquired or purchased by him
will be subject to the terms of the Voting Agreement and will constitute Voting
Agreement Shares to the same extent as if they were owned by him on the date of
the execution of the Voting Agreement.
The purpose of the transactions under the Voting Agreement is to
enable AIG to consummate the transactions contemplated by the Merger Agreement.
The Voting Agreement also may make it more difficult for the Company to
consummate a business combination with a party other than AIG.
The Voting Agreement is attached as Exhibit C hereto and is
incorporated herein by reference in its entirety. The foregoing summary of the
Voting Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit.
Except as contemplated by the Merger Agreement and the Voting
Agreement or as otherwise set forth in this Item 4, neither AIG nor, to the best
of AIG's knowledge, any of Pennsylvania Insurance, Global Investment,
Transatlantic, AIG Global, SICO, Starr Foundation or Starr, nor any of the
Covered Persons has any present plans or proposals which relate to or which
would result in or relate to any of the actions specified in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The information required by these paragraphs is set
forth in Items 7 through 11 and 13 of each of the cover pages of the Schedule
13D and is based upon information
-13-
14
contained in the Report on Form 10-Q of the Company for the quarterly period
ending June 30, 1998 (179,469,132 shares of Common Stock outstanding and
16,272,702 shares of Class B Stock outstanding, in each case as of June 30,
1998).
The Voting Agreement Shares represent (i) approximately 2.0% of the
outstanding Common Stock (based upon 179,469,132 shares of Common Stock
outstanding as of June 30, 1998) or, assuming conversion of the 13,340,591
shares of Class B Stock held by Mr. Broad into shares of Common Stock on a
one-for-one basis, 8.8% of the outstanding Common Stock (based upon 192,809,723
shares of Common Stock outstanding as of June 30, 1998 assuming the
conversion of the 13,340,591 shares of Class B Stock held by Mr. Broad), and
(ii) approximately 82% of the outstanding Class B Stock (based upon 16,272,702
shares of Class B Stock outstanding as of June 30, 1998). Such calculations do
not take into account any New Shares which may be acquired by Mr. Broad,
including, but not limited to, any New Shares acquired as a result of Mr.
Broad's exercise of stock options granted under the Company's employee stock
plans, which New Shares would also be subject to the Voting Agreement as
described in Item 4. The Voting Agreement Shares are subject to the Voting
Agreement and therefore may be deemed to be beneficially owned both by Mr. Broad
and by AIG. Inasmuch as the Voting Agreement is limited to the vote of the
Voting Agreement Shares with respect to the Merger Agreement and the Merger and
certain related matters, Mr. Broad and AIG have shared power to vote or to
direct the vote with respect to the Voting Agreement Shares. The Voting
Agreement provides, subject to certain exceptions, that Mr. Broad may not
dispose of the Voting Agreement Shares without AIG's consent. Mr. Broad and AIG
therefore have shared power to dispose or direct the disposition of the Voting
Agreement Shares.
(c) Other than the Merger Agreement and the Voting Agreement
described in the response to Item 4 (which response is incorporated herein by
reference) and the transactions contemplated thereby, there have been no
transactions in shares of Common Stock or shares of Class B Stock by AIG, or, to
the best knowledge of AIG, by any of Pennsylvania Insurance, Global Investment,
Transatlantic, AIG Global, SICO, Starr Foundation or Starr, nor any of the
Covered Persons, during the past 60 days.
(d) To the best knowledge of AIG, the right to receive and the power
to direct the receipt of dividends from, and the proceeds from the sale of, the
Voting Agreement Shares are held by Mr. Broad.
(e) Not applicable.
-14-
15
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and Voting Agreement described in
the response to Item 4 (which response is incorporated herein by reference) and
the transactions contemplated thereby, and other than the investment advisory
relationship between Global Investment and Transatlantic and the investment
advisory relationship between AIG Global and IPC, neither AIG nor, to the best
of AIG's knowledge, any of Pennsylvania Insurance, Global Investment,
Transatlantic, AIG Global, SICO, Starr Foundation or Starr nor any of the
Covered Persons, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
-15-
16
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement of Joint Filing by and between
American International Group, Inc., The
Insurance Company of the State of Pennsylvania,
AIG Global Investment Corp., Transatlantic Holdings,
Inc. and AIG Global Investment Corp. (Ireland) Ltd.
dated as of August 25, 1998.
(b) Agreement and Plan of Merger between SunAmerica Inc.
and American International Group, Inc. dated as of
August 19, 1998 (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K of
American International Group, Inc., filed August 24,
1998).
(c) Voting Agreement between Eli Broad and American
International Group, Inc. dated as of August 19,
1998.
(d) List of Directors and Executive Officers of American
International Group, Inc., The Insurance Company of the
State of Pennsylvania, AIG Global Investment Corp.,
Transatlantic Holdings, Inc., AIG Global Investment
Corp. (Ireland) Ltd., Starr International Company,
Inc., The Starr Foundation and C.V. Starr & Co., Inc.
-16-
17
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: August 26, 1998
AMERICAN INTERNATIONAL GROUP, INC.
BY: /s/ Kathleen E. Shannon
_______________________________
Kathleen E. Shannon
Vice President and Secretary
THE INSURANCE COMPANY OF THE STATE
OF PENNSYLVANIA
BY: /s/ Edward E. Matthews
_______________________________
Edward E. Matthews
Senior Vice President
TRANSATLANTIC HOLDINGS, INC.
BY: /s/ Robert F. Orlich
_______________________________
Robert F. Orlich
Chief Executive Officer
and President
AIG GLOBAL INVESTMENT CORP.
BY: /s/ Colleen D. Baldwin
_______________________________
Colleen D. Baldwin
Chief Operating Officer
AIG GLOBAL INVESTMENT CORP.
(IRELAND) LTD.
BY: /s/ I. Datwiler
_______________________________
I. Datwiler
Managing Director
-17-
18
EXHIBIT INDEX
Exhibit Description
A Agreement of Joint Filing by and between
American International Group, Inc., The
Insurance Company of the State of Pennsylvania,
AIG Global Investment Corp., Transatlantic Holdings,
Inc. and AIG Global Investment Corp. (Ireland) Ltd.
dated as of August 25, 1998.
B Agreement and Plan of Merger between SunAmerica Inc.
and American International Group, Inc. dated as of
August 19, 1998 (incorporated herein by reference to
Exhibit 2.1 to the Current Report on Form 8-K of
American International Group, Inc., filed August 24,
1998).
C Voting Agreement between Eli Broad and American
International Group, Inc. dated as of August 19,
1998.
D List of Directors and Executive Officers of
American International Group, Inc., The
Insurance Company of the State of Pennsylvania,
AIG Global Investment Corp., Transatlantic Holdings,
Inc., AIG Global Investment Corp. (Ireland) Ltd.,
Starr International Company, Inc., The Starr
Foundation and C.V. Starr & Co., Inc.
-18-
1
EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D, or any amendments
thereto, with respect to the Common Stock, par value $1.00 per share, of
SunAmerica Inc. and that this Agreement be included as an Exhibit to such
filing.
Each of the undersigned parties represents and warrants to the
other that the information contained in any amendment thereto about it will be,
true, correct and complete in all material respects and in accordance with all
applicable laws. Each of the undersigned parties agrees to inform the other of
any changes in such information or of any additional information which would
require any amendment to the Schedule 13D and to promptly file such amendment.
Each of the undersigned parties agrees to indemnify the other
for any losses, claims, liabilities or expenses (including reasonable legal fees
and expenses) resulting from, or arising in connection with, the breach by such
party of any of representations, warranties or agreements in this Agreement.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
A-1
2
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
August 25, 1998.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
-------------------------------------
Name: Kathleen E. Shannon
Title: Vice President and
Secretary
THE INSURANCE COMPANY OF THE
STATE OF PENNSYLVANIA
By: /s/ Edward E. Matthews
-------------------------------------
Name: Edward E. Matthews
Title: Senior Vice President
TRANSATLANTIC HOLDINGS, INC.
By: /s/ Robert F. Orlich
-------------------------------------
Name: Robert F. Orlich
Title: Chief Executive Officer
and President
AIG GLOBAL INVESTMENT CORP.
By: /s/ Colleen D. Baldwin
-------------------------------------
Name: Colleen D. Baldwin
Title: Chief Operating Officer
AIG GLOBAL INVESTMENT CORP.
(IRELAND) LTD.
By: /s/ I. Datwiler
-------------------------------------
Name: I. Datwiler
Title: Managing Director
A-2
1
Exhibit C
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is entered into as of
August 19, 1998, between the undersigned stockholder (the "Stockholder") of
SunAmerica Inc., a Maryland corporation (the "Company"), and American
International Group, Inc., a Delaware corporation ("Parent").
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company and Parent have entered into an Agreement and Plan of
Merger dated as of August 19, 1998 (the "Merger Agreement"), providing for the
merger of the Company with and into Parent (the "Merger") pursuant to the terms
and conditions of the Merger Agreement, and setting forth certain
representations, warranties, covenants and agreements of the parties thereto in
connection with the Merger; and
WHEREAS, as an inducement and a condition to Parent entering
into the Merger Agreement, pursuant to which the Stockholder will receive the
Merger Consideration (as defined in the Merger Agreement) in exchange for each
share of Common Stock, par value $1.00 per share, of the Company (the "Common
Stock") owned by him, the Stockholder has agreed to enter into this Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Stockholder. The Stockholder represents
that such Stockholder:
(a) is the beneficial owner of that number of shares
of Common Stock and that number of shares of Non-Transferable Class B
Stock, par value $1.00 per share, of the Company (together with the
Transferable Class B Stock, par value $1.00 per share, of the Company
(the "Transferable Class B Stock"), the "Class B Stock") set forth
opposite such Stockholder's name on Exhibit A (such Stockholder's
"Shares");
(b) does not beneficially own (as such term is
defined in the Securities Exchange Act of 1934, as amended (the "1934
Act")) any shares of Common Stock or Class B Stock for which such
Stockholder has the sole authority to vote other than his Shares, but
excluding any shares of Common Stock or Class B Stock which such
Stockholder has the right to obtain upon the exercise of stock options
outstanding on the date hereof; and
C-1
2
(c) has the right, power and authority to execute and
deliver this Agreement and to perform his obligations under this
Agreement, and this Agreement has been duly executed and delivered by
such Stockholder and constitutes a valid and legally binding agreement
of such Stockholder, enforceable in accordance with its terms; and such
execution, delivery and performance by Shareholder of this Agreement
will not (i) conflict with, require a consent, waiver or approval
under, or result in a breach of or default under, any of the terms of
any contract, commitment or other obligation (written or oral) to which
such Stockholder is a party or by which such Stockholder is bound; (ii)
violate any order, writ, injunction, decree or statute, or any rule or
regulation, applicable to Stockholder or any of the properties or
assets of Stockholder; or (iii) result in the creation of, or impose
any obligation on such Stockholder to create, any lien, charge or other
encumbrance of any nature whatsoever upon the Shares.
The representations and warranties contained herein shall be made as of the date
hereof and as of each date from the date hereof through and including the date
that the Merger is consummated or this Agreement is terminated in accordance
with its terms.
2. Agreement to Convert Class B Shares; Agreement to Vote
Shares.
(a) The Stockholder shall convert immediately prior
to the Effective Time (as defined in the Merger Agreement) each share
of Class B Stock held by him into one fully paid and nonassessable
share of Common Stock, in accordance with the terms of the Class B
Stock as set forth in the Articles of Restated Charter, dated October
3, 1991, as amended, of the Company.
(b) The Stockholder shall vote his Shares and any New
Shares (as defined in Section 6 hereof), and shall cause any holder of
record of his Shares or New Shares to vote, in favor of adoption and
approval of the Merger Agreement and the Merger (and each other action
and transaction contemplated by the Merger Agreement or by this
Agreement) at every meeting of the stockholders of the Company at which
any such matters are considered and at every adjournment thereof. Any
such vote shall be cast or consent shall be given in accordance with
such procedures relating thereto as shall ensure that it is duly
counted for purposes of determining that a quorum is present and for
purposes of recording the results of such vote or consent. The
Stockholder shall deliver to Parent upon request a proxy substantially
in the form attached hereto as Exhibit B, which proxy shall be coupled
with an interest and irrevocable to the extent permitted under Maryland
law, with the total number of such Stockholder's Shares and any New
Shares correctly indicated thereon. The Stockholder shall also use his
reasonable efforts to take, or cause to be taken, all action, and do,
or cause to be done, all things
C-2
3
necessary or advisable in order to consummate and make effective the
transactions contemplated by this Agreement.
3. No Voting Trusts. After the date hereof, the Stockholder
agrees that he will not, nor will he permit any entity under his control to,
deposit any Shares in a voting trust or subject any Shares to any agreement,
arrangement or understanding with respect to the voting of such Shares other
than agreements entered into with Parent.
4. Additional Purchases. The Stockholder agrees that in the
event (a) of any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of shares of stock of the Company on,
of or affecting the Shares of such Stockholder, (b) such Stockholder purchases
or otherwise acquires beneficial ownership of any shares of Common Stock or
Class B Stock after the execution of this Agreement (including by conversion),
or (c) such Stockholder voluntarily acquires the right to vote or share in the
voting of any shares of Common Stock or Class B Stock other than the Shares
(collectively, "New Shares"), such Stockholder shall deliver promptly to Parent
upon request an irrevocable proxy substantially in the form attached hereto as
Exhibit B with respect to such New Shares. The Stockholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement and shall constitute Shares to the same extent as if they were owned
by such Stockholder on the date hereof.
5. Affiliates Letter. The Stockholder shall execute and
deliver on a timely basis a letter agreement in the form of Exhibit A-1 to the
Merger Agreement, when and if requested by Parent prior to the Effective Time
(as defined in the Merger Agreement).
6. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if the party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
7. Heirs, Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and assigns and shall not be assignable without the written
consent of all other parties hereto.
C-3
4
8. Entire Agreement. This Agreement supersedes all prior
agreements, written or oral, among the parties hereto with respect to the
subject matter hereof and contains the entire agreement among the parties with
respect to the subject matter hereof. This Agreement may not be amended,
supplemented or modified, and no provisions hereof may be modified or waived,
except by an instrument in writing signed by all the parties hereto. No waiver
of any provisions hereof by any party shall be deemed a waiver of any other
provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
9. Miscellaneous.
(a) This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of New York.
(b) If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
(c) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
(d) This Agreement shall terminate upon the earlier
to occur of (i) the Effective Time (as defined in the Merger Agreement)
or (ii) termination of the Merger Agreement in accordance with its
terms.
(e) All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
(f) The obligations of the Stockholder set forth in
this Agreement shall not be effective or binding upon such Stockholder
until after such time as the Merger Agreement is executed and delivered
by the Company and Parent.
C-4
5
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M. R. GREENBERG
-------------------------------------
Name: M. R. Greenberg
Title: Chairman and Chief Executive Officer
THE STOCKHOLDER:
/s/ ELI BROAD
----------------------------------------------------
ELI BROAD
C-5
6
Exhibit A
STOCKHOLDER
Number of Number of
Shares of Shares of Type of
Name Common Stock Class B Stock Ownership
---- ------------ ------------- ---------
1. Eli Broad 3,634,605 13,340,591
7
Exhibit B
FORM OF PROXY
The undersigned stockholder, for consideration received,
hereby appoints [PARENT DESIGNEES] and each of them as my proxies, with full
power of substitution in each of them, to cast on behalf of the undersigned all
votes entitled to be cast by the holder of the shares of Common Stock, par value
$1.00 per share, of SunAmerica Inc., a Maryland corporation (the "Company"), all
shares of Non-Transferable Class B Stock, par value $1.00 per share, of the
Company, and all shares of Transferable Class B Stock, par value $1.00 per
share, of the Company, owned by the undersigned at the Special Meeting of
Shareholders of the Company to be held [DATE, TIME AND PLACE] and at any
adjournment thereof FOR approval and adoption of the Agreement and Plan of
Merger, dated as of August 19, 1998, between the Company and American
International Group, Inc., a Delaware corporation ("Parent"), providing for the
merger (the "Merger") of the Company with and into Parent, and the Merger. This
proxy is coupled with an interest and is irrevocable until such time as the
Voting Agreement, dated as of August 19, 1998, between a certain stockholder of
the Company, the undersigned, and Parent terminates in accordance with its
terms.
Dated ___________________, 1998
____________________________________
(Signature of Stockholder)
1
EXHIBIT D
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS
M. Bernard Aidinoff Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Lloyd M. Bentsen Verner Liipfert Bernhard McPherson & Hand
2600 Texas Commerce Tower
600 Travis Street
Suite 2600
Houston, Texas 77002
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
Leslie L. Gonda International Lease Finance Corporation
1999 Avenue of the Stars
Los Angeles, California 90067
Evan G. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
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
Frank J. Hoenemeyer 7 Harwood Drive
Madison, New Jersey 07940
D-1
2
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Dean P. Phypers 220 Rosebrook Road
New Canaan, Connecticut 06840
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
Frank G. Wisner American International Group, Inc.
70 Pine Street
New York, New York 10270
D-2
3
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 Vice Chairman - Investments &
70 Pine Street Financial Services
New York, New York 10270
Edmund S.W. Tse 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
Evan G. Greenberg President & Chief Operating Officer
70 Pine Street 70 Pine Street
New York, New York 10270 New York, New York 10270
Edwin A.G. Manton Senior Advisor
70 Pine Street
New York, New York 10270
John J. Roberts Senior Advisor
70 Pine Street
New York, New York 10270
Ernest E. Stempel Senior Advisor
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
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 & Comptroller
New York, New York 10270
D-3
4
Ernest T. Patrikis Special Advisor to the Chairman
70 Pine Street
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
72 Wall Street Resources
New York, New York 10270
Win J. Neuger Senior Vice President & Chief
70 Pine Street Investment Officer
New York, New York 10270
Martin J. Sullivan Senior Vice President - Foreign
70 Pine Street General Insurance
New York, New York 10270
Florence A. Davis Vice President & General Counsel
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
Frank Petralito II Vice President & Director of Taxes
70 Pine Street
New York, New York 10270
Kathleen E. Shannon Vice President, Secretary &
70 Pine Street Associate General Counsel
New York, New York 10270
John T. Wooster, Jr. Vice President - Communications
70 Pine Street
New York, New York 10270
Carol A. McFate Treasurer
70 Pine Street
New York, New York 10270
D-4
5
STARR INTERNATIONAL COMPANY, INC.
EXECUTIVE OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
Evan G. Greenberg 70 Pine Street
Director New York, New York 10270
M.R. Greenberg 70 Pine Street
Director & Chairman of the New York, New York 10270
Board
Joseph C.H. Johnson American International Building
Director, President & 29 Richmond Road
Treasurer Pembroke HM08 Bermuda
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Edward E. Matthews 70 Pine Street
Director New York, New York 10270
L. Michael Murphy American International Building
Director, Vice President & 29 Richmond Road
Secretary Pembroke HM08 Bermuda
John J. Roberts 70 Pine Street
Director New York, New York 10270
Robert M. Sandler 70 Pine Street
Director New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Thomas R. Tizzio 70 Pine Street
Director New York, New York 10270
Edmund S.W. Tse 1 Stubbs Road
Director Hong Kong
D-5
6
THE STARR FOUNDATION
EXECUTIVE OFFICERS & DIRECTORS
M.R. Greenberg 70 Pine Street
Director and Chairman New York, New York 10270
T.C. Hsu 70 Pine Street
Director and President New York, New York 10270
Marion Breen 70 Pine Street
Director and Vice New York, New York 10270
President
John J. Roberts 70 Pine Street
Director New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Gladys Thomas 70 Pine Street
Vice President New York, New York 10270
Frank Tengi 70 Pine Street
Treasurer New York, New York 10270
Ida Galler 70 Pine Street
Secretary New York, New York 10270
D-6
7
C.V. STARR & CO., INC.
OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
E.G. Greenberg 70 Pine Street
Director & Executive Vice New York, New York 10270
President
M.R. Greenberg 70 Pine Street
Director, President & Chief New York, New York 10270
Executive Officer
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Edward E. Matthews 70 Pine Street
Director & Senior Vice New York, New York 10270
President
John J. Roberts 70 Pine Street
Director New York, New York 10270
Robert M. Sandler 70 Pine Street
Director & Vice President New York, New York 10270
Howard I. Smith 70 Pine Street
Director & Senior Vice New York, New York 10270
President
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Thomas R. Tizzio 70 Pine Street
Director & Senior Vice New York, New York 10270
President
Edmund S.W. Tse 1 Stubbs Road
Director & Senior Vice Hong Kong
President
Gary Nitzsche 70 Pine Street
Treasurer New York, New York 10270
Kathleen E. Shannon 70 Pine Street
Secretary New York, New York 10270
D-7
8
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
DIRECTORS
Michael J. Castelli American International Group, Inc.
70 Pine Street
New York, New York 10270
Evan G. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
M.R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
David M. Hupp American International Group, Inc.
70 Pine Street
New York, New York 10270
Edwin A. Manton American International Group, Inc.
70 Pine Street
New York, New York 10270
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Win J. Neuger American International Group, Inc.
70 Pine Street
New York, New York 10270
Theodore J. Rupley 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
D-8
9
THE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
EXECUTIVE OFFICERS
Thomas R. Tizzio Chairman of the Board
70 Pine Street
New York, New York 10270
Theodore J. Rupley President
70 Pine Street
New York, New York 10270
Peg Birk Senior Vice President & General
70 Pine Street Counsel
New York, New York 10270
Michael J. Castelli Senior Vice President & Treasurer
70 Pine Street
New York, New York 10270
David M. Hupp Senior Vice President
70 Pine Street
New York, New York 10270
George J. Marone Senior Vice President
70 Pine Street
New York, New York 10270
Vincent J. Masucci Senior Vice President
777 South Figueroa Street
Los Angeles, California 90017
Edward E. Matthews Senior Vice President
70 Pine Street
New York, New York 10270
Mark T. Willis Senior Vice President
500 West Madison Street
Chicago, Illinois 60661
Robert J. Beier Vice President
70 Pine Street
New York, New York 10270
John H. Blumenstock Vice President
70 Pine Street
New York, New York 10270
Lawrence W. Carlstrom Vice President
70 Pine Street
New York, New York 10270
D-9
10
John G. Colona Vice President
70 Pine Street
New York, New York 10270
Robert K. Conry Vice President
70 Pine Street
New York, New York 10270
Hans Denielsson Vice President
70 Pine Street
New York, New York 10270
Brian S. Frisch Vice President
70 Pine Street
New York, New York 10270
Kumar Gursahaney Vice President
70 Pine Street
New York, New York 10270
Harold S. Jacobowitz Vice President
70 Pine Street
New York, New York 10270
Dee R. Klock Vice President
70 Pine Street
New York, New York 10270
Michael G. McCarter Vice President
70 Pine Street
New York, New York 10270
Christian M. Milton Vice President
70 Pine Street
New York, New York 10270
Win J. Neuger Vice President
70 Pine Street
New York, New York 10270
David B. Pinkerton Vice President
70 Pine Street
New York, New York 10270
Tobey J. Russ Vice President
70 Pine Street
New York, New York 10270
D-10
11
Elizabeth M. Tuck Secretary
70 Pine Street
New York, New York 10270
D-11
12
TRANSATLANTIC HOLDINGS, INC.
DIRECTORS
James Balog 2205 North Southwinds Boulevard
Apartment 307
Vero Beach, Florida 32963
Fred Bergsten Institute for International Economics
11 DuPont Circle
Suite 620
Washington, DC 20036
Ikuo Egashira Nichido Fire & Marine Insurance Company,
Limited
No. 3-16, Ginza 5-Chome
Chou-ku, Tokyo Japan
John Fowler 1285 Avenue of the Americas
New York, New York 10019
M.R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
John J. Mackowski 33 Wedgeon Lane
Little Compton, Rhode Island 02837
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Robert F. Orlich Transatlantic Holdings, Inc.
80 Pine Street
New York, New York 10005
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
D-12
13
TRANSATLANTIC HOLDINGS, INC.
EXECUTIVE OFFICERS
M.R. Greenberg Chairman of the Board
70 Pine Street
New York, New York 10270
Robert F. Orlich Chief Executive Officer &
80 Pine Street President
New York, New York 10270
Steven S. Skalicky Chief Financial Officer &
80 Pine Street Controller
New York, New York 10270
Paul A. Bonny Senior Vice President
80 Pine Street
New York, New York 10270
Robert V. Mucci Senior Vice President
80 Pine Street
New York, New York 10270
Steven S. Skalicky Senior Vice President
80 Pine Street
New York, New York 10270
Javier E. Vijil Senior Vice President
80 Pine Street
New York, New York 10270
Donald R. Allard Vice President & General Counsel
80 Pine Street
New York, New York 10270
Elizabeth M. Tuck Secretary
70 Pine Street
New York, New York 10270
D-13
14
AIG GLOBAL INVESTMENT CORP.
DIRECTORS
Colleen D. Baldwin AIG Global Investment Corp.
175 Water Street
New York, New York 10038
Florence A. Davis American International Group, Inc.
70 Pine Street
New York, New York 10270
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Win J. Neuger American International Group, Inc.
70 Pine Street
New York, New York 10270
D-14
15
AIG GLOBAL INVESTMENT CORP.
EXECUTIVE OFFICERS
Win J. Neuger Chairman of the Board and Chief
70 Pine Street Executive Director
New York, New York 10270
Colleen D. Baldwin Chief Operating Officer
175 Water Street
New York, New York 10038
Jeffrey W. Wilkie Chief Financial Officer
175 Water Street
New York, New York 10038
Kalman Mizei Chief Investment Officer
175 Water Street
New York, New York 10038
John H. Blevins Vice President
175 Water Street
New York, New York 10038
George D. Caffrey Vice President
175 Water Street
New York, New York 10038
William W. Fish Vice President
175 Water Street
New York, New York 10038
Roger B. Gorham Vice President
175 Water Street
New York, New York 10038
Thomas M. Lanza Vice President
175 Water Street
New York, New York 10038
Andrew R. Martin Vice President
175 Water Street
New York, New York 10038
Gregory E. Matthews Vice President
175 Water Street
New York, New York 10038
Richard A. Mercante Vice President
175 Water Street
New York, New York 10038
D-15
16
Lorraine H. Monchak Vice President
175 Water Street
New York, New York 10038
Kerry O'Sullivan Vice President
175 Water Street
New York, New York 10038
Peter F. Smith Vice President
175 Water Street
New York, New York 10038
Peter J. Tierney Vice President
175 Water Street
New York, New York 10038
Jeffrey W. Wilkie Vice President
175 Water Street
New York, New York 10038
Elizabeth M. Tuck Secretary
70 Pine Street
New York, New York 10270
Jennifer A. Ianniello Assistant Secretary
70 Pine Street
New York, New York 10270
Richard J. D'Alessandri General Counsel
175 Water Street
New York, New York 10038
D-16
17
AIG GLOBAL INVESTMENT CORP. (IRELAND) LTD.
DIRECTORS & EXECUTIVE OFFICERS
Edward E. Matthews American International Group, Inc.
Director 70 Pine Street
New York, New York 10270
Colleen D. Baldwin AIG Global Investment Corp.
Director 175 Water Street
New York, New York 10038
I. Datwiler AIG Global Investment Corp.
Director (Ireland) Ltd.
AIG House, Merrion Road
Dublin 4, Ireland
William N. Dooley American International Group, Inc.
Director 70 Pine Street
New York, New York 10270
S. Hehir AIG Global Investment Corp.
Director (Ireland) Ltd.
AIG House, Merrion Road
Dublin 4, Ireland
E. Hennessy AIG Global Investment Corp.
Director (Ireland) Ltd.
AIG House, Merrion Road
Dublin 4, Ireland
Win J. Nueger American International Group, Inc.
Director 70 Pine Street
New York, New York 10270
N. Sommerville AIG Global Investment Corp.
Director (Ireland) Ltd.
AIG House, Merrion Road
Dublin 4, Ireland
AIG Asset Management AIG House, Merrion Road
Services Ltd. Dublin 4, Ireland
Company Secretary
D-17
