UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
IPC Holdings, Ltd.
(Name of Issuer)
Common Shares, $.01 par value per share
(Title of Class of Securities)
G4933P 10 1
(CUSIP Number)
Kathleen E. Shannon
Vice President and Secretary
American International Group, Inc.
70 Pine Street
New York, New York
(212) 770-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 12, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box:
[ ]
Check the following box if a fee is being paid with this statement:
[ ]
_____________________
CUSIP NO. G4933P 10 1
_____________________
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
American International Group, Inc. (I.R.S. Identification No. 13-2592361)
_____________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
_____________________________________________________________________________
(3) SEC Use Only
_____________________________________________________________________________
(4) Sources of Funds
WC
_____________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(e) or 2(f)
[ ]
_____________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware, U.S.A.
______________________________________________________________________________
Number of (7) Sole Voting Power
Shares 11,722,000
Beneficially (8) Shared Voting Power
Owned By 0
Each (9) Sole Dispositive Power
Reporting 11,722,000
Person With (10) Shared Dispositive Power
0
_____________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
11,722,000
_____________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
_____________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
24.3%
_____________________________________________________________________________
(14) Type of Reporting Person
HC, CO
This Amendment No. 3 (this "Amendment") to the Statement on
Schedule 13D/A filed by American International Group, Inc. ("AIG") on
April 9, 1996, as amended by Amendment No. 2 thereto dated June 4, 1996, amends
and supplements such Statement as described below. All capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
the Statement.
Item 1. Security and Issuer.
This Amendment relates to the common shares, par value $.01 per
share ("Common Shares"), of IPC Holdings, Ltd., a Bermuda corporation (the
"Company"). The principal executive offices of the Company are located at
American International Building, 29 Richmond Road, Pembroke HM08, Bermuda.
Item 2. Identity and Background.
Starr International Company, Inc., a private holding company
incorporated in Panama ("SICO"), The Starr Foundation, a New York
not-for-profit corporation ("The Starr Foundation"), and C.V. Starr & Co.,
Inc., a Delaware corporation ("Starr"), have the right to vote approximately
12.0%, 2.4% and 1.8%, respectively, of the outstanding common stock of AIG. The
principal executive offices of SICO are located at 29 Richmond Road, Pembroke,
Bermuda. The principal executive offices of The Starr Foundation and Starr are
located at 70 Pine Street, New York, New York 10270. The names of the directors
and executive officers ("Covered Persons") of AIG, SICO, The Starr Foundation
and Starr, their business addresses and principal occupations are set forth in
Exhibit E attached hereto, which is incorporated herein by reference in its
entirety. The business address indicated for each Covered Person is also the
address of the principal employer of such Covered Person. Each of the Covered
Persons is a citizen of the United States, except for Messrs. Manton and Tse
who are British Subjects, Mr. Johnson who is a British National and Mr. Cohen
who is a Canadian citizen. A subsidiary of SICO owns 1,250,000 Common Shares of
the Company. AIG disclaims any beneficial interest in the Common Shares of the
Company owned by SICO.
Item 3. Source and Amount of Funds
or Other Consideration.
AIG used its available working capital to make the purchases
described in the response to Item 4 of this Amendment.
Item 4. Purpose of Transaction.
On December 7, 2001, the Securities and Exchange Commission (the
"SEC") declared effective the Company's registration statement on Form S-3,
Registration No. 333-73828 ("Registration Statement"), pursuant to which the
Company offered for sale in a public offering (the "Offering") 17,480,000 Common
Shares (which includes 2,280,000 Common Shares due to the exercise by the
underwriters of their over-allotment option). The Offering was completed on
December 12, 2001 (the "Effective Date"). Prior to the Offering, AIG owned
6,100,000 Common Shares representing approximately 24.3% of the share capital of
the Company, as well as an option (the "Option") to purchase up to an additional
2,775,000 Common Shares at a purchase price of $12.7746 per share. The Option
was exercisable in certain circumstances, including a public offering by the
Company of its Common Shares, and in connection with the Offering, AIG exercised
the Option in full upon the Effective Date. A copy of the Option is attached as
Exhibit A hereto and incorporated in its entirety by reference. The descriptions
of the Option set forth herein are qualified in their entirety by reference to
the Option.
In addition, on the Effective Date, AIG purchased from the Company
2,847,000 Common Shares (which includes 733,300 Common Shares purchased due to
the exercise by the underwriters of their over-allotment option) in a private
placement (the "AIG Placement") at a price per share equal to the public
offering price for the Offering. The number of Common Shares purchased by AIG
pursuant to the AIG Placement maintains AIG's ownership in the Company,
following completion of the Offering and the exercise of the Option, at its
pre-Offering ownership level of approximately 24.3%. A copy of the purchase
agreement for the AIG Placement (the "Purchase Agreement") is attached as
Exhibit B hereto and incorporated in its entirety by reference. The
descriptions of the AIG Placement or the Purchase Agreement set forth herein
are qualified in their entirety by reference to the Purchase Agreement.
Also, in connection with the Offering, AIG entered into a letter
agreement dated December 4, 2001 (the "Lock-Up Letter") with Morgan Stanley &
Co. Incorporated and Goldman, Sachs & Co. (acting severally on behalf of
themselves and the several underwriters of the Offering), pursuant to which,
among other things, AIG agreed that, for a period ending 90 days after the
date of the final prospects relating to the Offering, AIG will not, without the
prior written consent of Morgan Stanley & Co. Incorporated: (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any Common
Shares or any securities convertible into or exercisable or exchangeable for
Common Shares, or (ii) enter into any swap or other arrangement that transfers,
in whole or in part, the economic consequences of ownership of the Common
Shares, regardless of whether any such transaction described in (i) or (ii)
above is to be settled by delivery of Common Shares or other securities, in
cash or otherwise. A copy of the Lock-Up Letter is attached as Exhibit C hereto
and incorporated in its entirety by reference. The descriptions of the Lock-Up
Letter set forth herein are qualified in their entirety by reference to the
Lock-Up Letter.
In connection with the Company's initial public offering, the
Company entered into a Registration Rights Agreement, pursuant to which AIG is
entitled to certain registration rights under the Securities Act of 1933, as
amended, with respect to the Common Shares issuable to AIG upon exercise of the
Option. Pursuant to the terms of the Purchase Agreement, the shares acquired by
AIG in the AIG Placement are also deemed "registrable securities" under the
Registration Rights Agreement, and therefore, AIG is entitled to such
registration rights with respect to the Common Shares acquired by AIG through
the AIG Placement. A copy of the Registration Rights Agreement is attached as
Exhibit D hereto and incorporated in its entirety by reference. The descriptions
of the Registration Rights Agreement set forth herein are qualified in their
entirety by reference to the Registration Rights Agreement.
Also, in response to this Item 4, reference is hereby made to the
Registration Statement, a copy of which is on file with the SEC.
Item 5. Interest in Securities of Issuer.
(a) and (b). The information required by these paragraphs is set forth in Items
7 through 11 and 13 of the cover page of this Amendment.
(c). Other than as described in this Amendment, AIG, SICO, The Starr Foundation
and Starr, and, to the best of AIG's knowledge, the Covered Persons, have not
engaged in any transactions in the Common Shares within the past 60 days.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
The response to Item 4 of this Amendment is incorporated by
reference herein in its entirety.
Item 7. Materials to be Filed as Exhibits.
(A) Amended and Restated Option Agreement dated March 13, 1996 by
and between IPC Holdings, Ltd. and American International Group, Inc.
(B) Purchase Agreement dated December 12, 2001 by and between IPC
Holdings, Ltd. and American International Group, Inc.
(C) Letter Agreement dated December 4, 2001 by and between American
International Group, Inc. and Morgan Stanley & Co. Incorporated and Goldman,
Sachs & Co. (acting on behalf of themselves and the several underwriters of the
Offering).
(D) Registration Rights Agreement dated as of March 13, 1996 by and
between IPC Holdings, Ltd. and the Rightsholders identified therein (including
without limitation American International Group, Inc.).
(E) List of the Directors and Executive Officers of American
International Group, Inc., Starr International Company, Inc., The Starr
Foundation and C.V. Starr & Co., Inc., their business addresses and
principal occupations.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: December 19, 2001
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- --------
A. Amended and Restated Option Agreement dated March 13, 1996 Incorporated by reference to
by and between IPC Holdings, Ltd. and American International Exhibit A to the Schedule 13D/A
Group, Inc. filed by American International
Group, Inc. on April 9, 1996.
B. Purchase Agreement dated December 12, 2001 by and between Filed herewith.
IPC Holdings, Ltd. and American International Group, Inc.
C. Letter Agreement dated December 4, 2001 by and between Filed herewith.
American International Group, Inc. and Morgan Stanley & Co.
Incorporated and Goldman, Sachs & Co. (acting on behalf
of themselves and the several underwriters of the Offering).
D. Registration Rights Agreement dated as of March 13, 1996 by Incorporated by reference to
and between IPC Holdings, Ltd. and the Rightsholders Exhibit E to the Schedule 13D/A
identified therein (including without limitation American filed by American International
International Group, Inc.). Group, Inc. on April 9, 1996.
E. List of the Directors and Executive Officers of American Filed herewith.
International Group, Inc., Starr International Company,
Inc., The Starr Foundation and C.V. Starr & Co., Inc., their
business addresses and principal occupations.
EXHIBIT B
PURCHASE AGREEMENT
This PURCHASE AGREEMENT made this 19th day of November, 2001, between IPC
HOLDINGS, LTD., a company incorporated under the laws of the Islands of Bermuda
(the "Company") of the one part, and AMERICAN INTERNATIONAL GROUP, INC., a
company incorporated under the laws of the State of Delaware in the United
States of America ("AIG") of the second part.
WITNESSETH:
WHEREAS, AIG currently owns 6,100,000 shares of the Company's Common
Shares, par value $0.01 per share (the "Common Shares"), which represent 24.336%
of the 25,065,572 outstanding Common Shares of the Company;
WHEREAS, in connection with its initial investment in the Company in June
1993, the Company granted AIG an option to purchase additional Common Shares on
the terms and conditions specified in the Option Agreement, dated June 29, 1993,
between the Company and AIG (the "Original Option Agreement");
WHEREAS, in connection with the Company's initial public offering in March
1996, the Company and AIG entered into an Amended and Restated Option Agreement
(the "Amended Option Agreement"), which amended the Original Option Agreement by
giving effect to the recapitalization of the Company that occurred immediately
prior to the initial public offering and which granted to AIG the right to
purchase 2,775,000 additional Common Shares of the Company on the terms and
conditions therein specified;
WHEREAS, the Company has informed AIG that it intends to make a proposed
public offering (the "Proposed Offering") of 15,200,000 of its Common Shares
(the "Firm Public Offering Shares") in a firm commitment underwriting co-led by
Morgan Stanley & Co. Incorporated and Goldman Sachs & Co., which offering is
expected to close in December 2001, plus up to an additional 2,280,000 shares
(the "Optional Public Offering Shares") if the underwriters exercise in full
their over-allotment option provided in the underwriting agreement (the
"Over-Allotment Option") relating to the Proposed Offering;
WHEREAS, AIG has indicated to the Company that it wishes to purchase from
the Company additional Common Shares such that AIG will retain, following its
exercise in full of its option pursuant to the Amended Option Agreement and the
Proposed Offering (including any exercise of the Over-Allotment Option by the
underwriters), its 24.336% ownership of the Company's outstanding Common Shares
and the Company believes it is in the best interests of the Company for AIG to
maintain its ownership level at such percentage;
NOW, THEREFORE, the Company and AIG agree as follows:
1. (a) Pursuant to Section 2(b) of the Amended Option Agreement, the
Company hereby notifies AIG of its intention to file a registration statement
with the U.S. Securities and Exchange Commission in connection with the Proposed
Offering.
(b) Pursuant to Section 2(b) of the Amended Option Agreement, AIG
hereby notifies the Company that it intends to exercise in full its option to
purchase Common Shares pursuant to Section 1(d)(ii)(A) of the Amended Option
Agreement, such exercise to be effective at the time of, and contingent upon,
the consummation of the Proposed Offering.
2. (a) The Company hereby agrees that, contingent upon the consummation
of the Proposed Offering, it shall sell, transfer, convey and deliver to AIG at
the time of the
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delivery of the Firm Public Offering Shares pursuant to the Proposed Offering,
and AIG agrees that at such time it shall purchase from the Company, 2,113,700
Common Shares (the "Firm AIG Shares"). The Company hereby further agrees that,
contingent upon the consummation of the Proposed Offering and any exercise of
the Over-Allotment Option by the underwriters in the underwriters' discretion in
whole or in part, the Company shall sell, transfer, convey and deliver to AIG at
the time of delivery of the Optional Public Offering Shares, and AIG agrees that
at such time it shall purchase from the Company, up to 733,300 additional Common
Shares (the "Optional AIG Shares"), the precise number of Optional AIG Shares to
be so sold and purchased to be in the same proportion as the proportion to which
the Over-Allotment Option is exercised (rounded down to the nearest round lot
number of shares) in order that AIG maintain its current beneficial ownership of
approximately 24.336% of the outstanding Common Shares of the Company.
Furthermore, in the event the Company and the underwriters for the Proposed
Offering agree between themselves to alter the number of Firm Public Offering
Shares and/or Optional Public Offering Shares after the date hereof, the Company
and AIG agree that the number of AIG Firm Shares and AIG Optional Shares shall
be proportionately adjusted (each rounded down to the nearest round lot number
of shares) in an amount that, after giving effect to the issuance of Common
Shares pursuant to the option granted to AIG under the Amended Option Agreement
and the purchase of Common Shares hereunder, AIG will own that number of whole
Common Shares that results in it maintaining beneficial ownership of 24.336% of
all of the then outstanding Common Shares of the Company.
(b) All shares purchased by AIG hereunder shall be purchased in cash at
the initial public offering price specified in the Proposed Offering.
3. The Company represents and warrants to AIG that (i) upon the
consummation of the transactions covered by this Agreement, AIG will receive
good and valid
-3-
title to the Common Shares sold pursuant to this Agreement free and clear of
any lien, pledge or encumbrance of any kind, and (ii) the Common Shares sold
pursuant to this Agreement constitute validly issued shares of the capital
stock of the Company.
4. (a) AIG acknowledges that (i) it is capable of evaluating the merits
and risks of the acquisition of the Common Shares, (ii) it is acquiring the
Common Shares for its own account, as principal, (iii) it is acquiring the
Common Shares for investment and not with a view to the resale or distribution
in a public offering of all or any part of such Common Shares, and (iv) it has
not sought the advice of the Company with respect to the tax, accounting, legal
or other regulatory or investment issues relating to the Common Shares hereunder
and the consummation of the transactions contemplated by this Agreement and has
relied only on the advice of its own legal counsel and other advisors.
(b) Both the parties acknowledge and agree that the sale of the Common
Shares offered hereby is not registered under U.S. Federal or state securities
laws, and the Common Shares are being offered and sold in reliance upon the
exemptions from registration provided by the no-action letters regarding Black
Box Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff,
Pleasant and Lehrer (publicly available February 28, 1992), and applicable
exemptions under state securities laws.
5. The parties acknowledge and agree that all Common Shares purchased by
AIG hereunder shall be "Registrable Shares" as defined in that certain
Registration Rights Agreement, dated as of March 13, 1996, among the Company,
AIG and the other rightholders specified therein.
-4-
6. (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
(b) All representations, warranties and agreements contained herein or
made in writing by or on behalf of AIG and the Company pursuant hereto shall
survive the execution and delivery of this Agreement and the purchase and sale
of the Common Shares hereunder.
(c) This Agreement may be executed by the parties hereto in separate
and several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
-5-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above mentioned.
IPC HOLDINGS, LTD.
By: /s/ Dennis J. Higginbottom
-----------------------------------
Title: Vice President and Secretary
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Edward E. Matthews
-----------------------------------
Title: Senior Vice Chairman
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EXHIBIT C
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET, NEW YORK, N.Y. 10270
TELEPHONE: (212) 770-7000
December 4, 2001
Morgan Stanley & Co. Incorporated
Goldman, Sachs & Co.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Dear Sirs and Mesdames:
The undersigned understands that Morgan Stanley & Co. Incorporated ("MORGAN
STANLEY") proposes to enter into an Underwriting Agreement (the "UNDERWRITING
AGREEMENT") with IPC Holdings, Ltd., a Bermuda company (the "COMPANY")
providing for the public offering (the "PUBLIC OFFERING") by the several
Underwriters, including Morgan Stanley (the "UNDERWRITERS"), OF 15,200,000
shares (the "SHARES") of the Common Shares, $.01 par value per share, of the
Company (the "COMMON STOCK").
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of Morgan Stanley on
behalf of the Underwriters, neither it nor any of its subsidiaries will, during
the period commencing on the date hereof and ending 90 days after the date of
the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to
sales to the extent necessary, in the judgment of the undersigned, to prevent
the undersigned from becoming a "United States 25% Shareholder" (as defined in
the Prospectus). In addition, the undersigned agrees that, without the prior
written consent of Morgan Stanley on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 90 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock. The undersigned also
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of the undersigned's
shares of Common Stock except in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Public Offering. The undersigned further understands that this Lock-Up Agreement
is irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors and assigns.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Very truly yours,
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Vice President and Secretary
EXHIBIT E
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS
M. Bernard Aidinoff Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Eli Broad SunAmerica Inc.
1 SunAmerica Center
1999 Avenue of the Stars
Los Angeles, California 90067
Pei-yuan Chia 298 Bedford - Banksville Road
Bedford, New York 10506
Marshall A. Cohen Cassels, Brock & Blackwell
40 King Street West
20th Floor
Toronto, Ontario M5H 3C2
Barber B. Conable, Jr. P.O. Box 218
Alexander, New York 14005
Martin S. Feldstein National Bureau of Economic
Research, Inc.
1050 Massachusetts Avenue
Cambridge, Massachusetts 02138
Ellen V. Futter American Museum of Natural History
Central Park West at 79th Street
New York, New York 10024
M. R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
Carla A. Hills Hills & Company
1200 19th Street, N.W. - 5th Floor
Washington, DC 20036
Richard C. Holbrooke The Council on Foreign Relations
58 E. 68th St.
New York, New York 10021
Frank J. Hoenemeyer 7 Harwood Drive
Madison, New Jersey 07940
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Howard I. Smith American International Group, Inc.
70 Pine Street
New York, New York 10270
Thomas R. Tizzio American International Group, Inc.
70 Pine Street
New York, New York 10270
Edmund S.W. Tse American International Assurance
Co., Ltd.
1 Stubbs Road
Hong Kong
Jay S. Wintrob SunAmerica Inc.
1 SunAmerica Center
1999 Avenue of the Stars
Los Angeles, California 90067
Frank G. Wisner American International Group, Inc.
70 Pine Street
New York, New York 10270
Frank G. Zarb The NASDAQ Stock Market, Inc.
Four Times Square
New York, New York 10036
AMERICAN INTERNATIONAL GROUP, INC.
EXECUTIVE OFFICERS
M.R. Greenberg Chairman & Chief Executive Officer
70 Pine Street
New York, New York 10270
Thomas R. Tizzio Senior Vice Chairman - General
70 Pine Street Insurance
New York, New York 10270
Edward E. Matthews Senior Vice Chairman - Investments &
70 Pine Street Financial Services
New York, New York 10270
Edmund S.W. Tse Senior Vice Chairman - Life Insurance
American International
Assurance Co., Ltd.
1 Stubbs Road
Hong Kong
Frank G. Wisner Vice Chairman - External Affairs
70 Pine Street
New York, New York 10270
Kristian P. Moor Executive Vice President - Domestic
70 Pine Street General Insurance
New York, New York 10270
R. Kendall Nottingham Executive Vice President - Life
70 Pine Street Insurance
New York, New York 10270
Robert B. Sandler Executive Vice President - Senior
70 Pine Street Casualty Actuary & Senior Claims
New York, New York 10270 Officer
Howard I. Smith Executive Vice President & Chief
70 Pine Street Financial Officer
New York, New York 10270
Martin J. Sullivan Executive Vice President - Foreign
70 Pine Street General Insurance
New York, New York 10270
William N. Dooley Senior Vice President - Financial
70 Pine Street Services
New York, New York 10270
Lawrence W. English Senior Vice President -
70 Pine Street Administration
New York, New York 10270
Axel I. Freudmann Senior Vice President - Human
70 Pine Street Resources
New York, New York 10270
Win J. Neuger Senior Vice President & Chief
70 Pine Street Investment Officer
New York, New York 10270
Ernest T. Patrikis Senior Vice President & General Counsel
70 Pine Street
New York, New York 10270
Michael J. Castelli Vice President & Comptroller
70 Pine Street
New York, New York 10270
Peter K. Lathrop Vice President & Director of Taxes
70 Pine Street
New York, New York 10270
Robert E. Lewis Vice President & Chief Credit
70 Pine Street Officer
New York, New York 10270
Charles M. Lucas Vice President & Director of Market
70 Pine Street Risk Management
New York, New York 10270
Steven A. Rautenberg Vice President - Communications
70 Pine Street
New York, New York 10270
Kathleen E. Shannon Vice President and Secretary
70 Pine Street
New York, New York 10270
Carol A. McFate Vice President & Treasurer
70 Pine Street
New York, New York 10270
John T. Wooster, Jr. Special Advisor
70 Pine Street
New York, New York
STARR INTERNATIONAL COMPANY, INC.
EXECUTIVE OFFICERS & DIRECTORS
Name and Address Position
- ----------------- --------
William N. Dooley Director
70 Pine Street
New York, New York 10270
M. R. Greenberg Director & Chairman of the Board
70 Pine Street
New York, New York 10270
Joseph C. H. Johnson Director, President & Treasurer
American International Building
29 Richmond Road
Pembroke HM08 Bermuda
Donald Kanak Director
American International Building
1-3 Marunouchi, 1-chome
Chiyoda-ku, Tokyo, Japan
Edward E. Matthews Director
70 Pine Street
New York, New York 10270
Kristian P. Moor Director
70 Pine Street
New York, New York 10270
L. Michael Murphy Director, Vice President & Secretary
American International Building
29 Richmond Road
Pembroke HM08 Bermuda
Win J. Neuger Director
70 Pine Street
New York, New York 10270
R. Kendall Nottingham Director
70 Pine Street
New York, New York 10270
Robert M. Sandler Director
70 Pine Street
New York, New York 10270
Howard I. Smith Director
70 Pine Street
New York, New York 10270
Martin J. Sullivan Director
70 Pine Street
New York, New York 10270
Thomas R. Tizzio Director
70 Pine Street
New York, New York 10270
Edmund S.W. Tse Director
1 Stubbs Road
Hong Kong
Jay S. Wintrob Director
1 SunAmerica Center
Los Angeles, California 90067
THE STARR FOUNDATION
EXECUTIVE OFFICERS & DIRECTORS
Name and Address Position
- ---------------- --------
M.R. Greenberg Director and Chairman
70 Pine Street
New York, New York 10270
Florence A. Davis Director and President
70 Pine Street
New York, New York 10270
Marion I. Breen Director and Vice President
70 Pine Street
New York, New York 10270
T.C. Hsu Director
70 Pine Street
New York, New York 10270
Edwin A.G. Manton Director
70 Pine Street
New York, New York 10270
Edward E. Matthews Director
70 Pine Street
New York, New York 10270
John J. Roberts Director
70 Pine Street
New York, New York 10270
Howard I. Smith Director and Treasurer
70 Pine Street
New York, New York 10270
Ernest E. Stempel Director
American International Building
29 Richmond Road
Pembroke HM08 Bermuda
Edmund S. W. Tse Director
1 Stubbs Road
Hong Kong
Gladys Thomas Vice President and Secretary
70 Pine Street
New York, New York 10270
C.V. STARR & CO., INC.
EXECUTIVE OFFICERS & DIRECTORS
Name and Address Position
- ---------------- --------
William N. Dooley Director
70 Pine Street
New York, New York 10270
M.R. Greenberg Director, President & Chief Executive Officer
70 Pine Street
New York, New York 10270
Donald Kanak Director
American International Building
1-3 Marunouchi, 1-chome
Chiyoda-ku, Tokyo, Japan
Edward E. Matthews Director & Senior Vice President
70 Pine Street
New York, New York 10270
Kristian P. Moor Director
70 Pine Street
New York, New York 10270
Win J. Neuger Director
70 Pine Street
New York, New York 10270
R. Kendall Nottingham Director
70 Pine Street
New York, New York 10270
Robert M. Sandler Director & Vice President
70 Pine Street
New York, New York 10270
Howard I. Smith Director & Senior Vice President
70 Pine Street
New York, New York 10270
Martin J. Sullivan Director
70 Pine Street
New York, New York 10270
Thomas R. Tizzio Director & Senior Vice President
70 Pine Street
New York, New York 10270
Edmund S.W. Tse Director & Senior Vice President
1 Stubbs Road
Hong Kong
Jay S. Wintrob Director
1 SunAmerica Center
Los Angeles, California 90067
Michael D. Warantz Treasurer
70 Pine Street
New York, New York 10270
Kathleen E. Shannon Secretary
70 Pine Street
New York, New York 10270
