UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
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)
August 8, 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)
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CUSIP NO. G4933P 10 1
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(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)
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(e) or 2(f)
[ ]
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(6) Citizenship or Place of Organization
Delaware, U.S.A.
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(7) Sole Voting Power
15,397,000
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Number of Shares (8) Shared Voting Power
Beneficially Owned 0
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
15,397,000
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
15,397,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
24.2%
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(14) Type of Reporting Person
HC, CO
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-2-
This Amendment No. 6 (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, Amendment No. 4 filed on December 20, 2005 and
Amendment No. 5 filed on April 20, 2006. 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 307,911,552 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared
power to direct the disposition of 2,202,603 AIG Shares held by Universal
Foundation, Inc., a Panamanian corporation ("Universal Foundation"). Universal
Foundation has the sole power to vote such 2,202,603 AIG Shares. C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 41,277,246 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 2,902,886 AIG Shares, 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 79,388,082 AIG Shares, 18,120,666 of which are held as
a tenant in common with Mr. Greenberg's wife, 108,663 of which are held in
family trusts of which Mr. Greenberg is a trustee, and 41,277,246 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), 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 and 20,000,000 of which are
held by the Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, a
Florida limited liability company (the "Greenberg Joint Tenancy Company"), of
which the Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc.
(the "Greenberg Joint Tenancy Corporation") is the sole and managing member. The
Greenberg Foundation has the shared power to vote and direct the disposition of
such 381,507 AIG Shares. The Greenberg Joint Tenancy Company has the shared
power to vote and direct the disposition of such 20,000,000 AIG Shares. Mr.
Greenberg owns 24.08% 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 729,320 AIG Shares, 306,820 of which are held directly by Mr.
Matthews and 422,500 of which may be acquired pursuant to stock options
previously granted by AIG to Mr. Matthews as a then officer and director
of AIG. Mr. Matthews has shared power to vote and direct the disposition of
18,667,278 AIG Shares, 23,100 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 principal executive offices of the Greenberg Joint Tenancy
Company is 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the
directors and executive officers ("Covered Persons") of AIG, SICO, Starr,
Universal Foundation the Greenberg Foundation and the Greenberg Joint Tenancy,
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, the Greenberg Foundation and the Greenberg Joint Tenancy
and their respective directors and executive officers is provided based solely
on the information set forth in the most recent amendment to Schedule 13D
relating to AIG Shares filed on May 26, 2006 on behalf of Messrs. Greenberg and
Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the
Greenberg Joint Tenancy Company. This information has not been updated to
reflect changes in the ownership by such parties of AIG Shares that are
disclosed in filings made by one or more of such parties under Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). 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, the Greenberg Foundation and the Greenberg Joint
Tenancy Company 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.
-3-
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 Exchange; (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.
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 August 8, 2006, AIG and the Company announced that AIG is commencing an
underwritten public offering to sell 13.397 million of the Common Shares it
owns. AIG has granted the underwriters an option to purchase up to 2 million of
the Common Shares it owns to cover over-allotments, if any. 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.
Giving effect to such sale (whether or not the over-allotments are fully
exercised), AIG expects that it will have a beneficial ownership of less than
five percent of the Common Shares, and accordingly it will no longer be subject
to the requirement to file a Schedule 13D.
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 August 8, 2006, AIG and the Company issued a press release announcing AIG's
commencement of the underwritten offering. A copy of that press release is filed
herewith as Exhibit B and incorporated herein by reference.
-4-
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., The Maurice R. and Corrine P. Greenberg Family
Foundation, Inc. and The Maurice R. and Corrine P. Greenberg Joint Tenancy
Corporation, Inc. and their business addresses and principal occupations.
(B) Joint Press Release of American International Group, Inc. and IPC
Holdings, Ltd. dated August 8, 2006.
-5-
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: August 8, 2006
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
--------------------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary
-6-
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., The Maurice R. and Corrine P.
Greenberg Family Foundation, Inc. and The
Maurice R. and Corrine P. Greenberg Joint
Tenancy Corporation, Inc. and their
business addresses and principal occupations.
B. Press Release of American International Filed herewith.
Group, Inc. and IPC Holdings, Ltd. dated
August 8, 2006
-7-
.
.
.
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC.
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
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.
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
James F. Orr III Director Chairman of the Board of Trustees, The 420 Fifth Avenue, New York, New York 10018
Rockefeller Foundation
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 c/o 70 Pine Street, New York, New York 10270
the United States Securities and Exchange
Commission
Edmund S.W. Tse Director and Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd.,
Executive Officer 1 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
8
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 70 Pine Street, New York, New York 10270
Financial 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 70 Pine Street, New York, New York 10270
General 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
Robert E. Lewis Executive Officer Senior Vice President & Chief Risk Officer 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
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
9
DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC.
Maurice R. Greenberg Chairman of the Chairman of the Board and director, Starr 399 Park Avenue, 17th Floor, New York, New
Board and International Company, Inc. and C.V. Starr York 10022
Director & 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, New
International Company, Inc.; director and York 10022
President, C.V. Starr & Co., Inc.;
trustee, C.V. Starr & Co., Inc. Trust;
member and director, The Starr Foundation.
Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672
Howard I. Smith Director Vice Chairman-Finance and Secretary, C.V. 399 Park Avenue, 17th Floor, New York, NY
Starr & Co., Inc. 10022
John J. Roberts Director Senior Advisor, American International Concordia Farms P.O. Box 703, Easton, MD
Group, Inc. 21601
Ernest Stempel Director Senior Advisor and Honorary Director, 70 Pine Street, New York, NY 10270
American International Group, Inc.
Cesar Zalamea Director President and Chief Executive Officer, Suite 1405-7, Two Exchange Square, 8
Starr International Company (Asia), Connaught Place, Central, Hong Kong
Limited
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- (See above) (See above)
Finance and
Secretary and
Director
Edward E. Matthews President and (See above) (See above)
Director
J. Christopher Director Chairman of the Board of Directors, J.C. 717 Fifth Avenue, 26th Floor, New
Flowers Flowers and Co. LLC York, NY 10022
Houghton Freeman Director (See above) (See above)
John J. Roberts Director (See above) (See above)
Bertil P-H Lundquist Director Executive, Vice President and General 399 Park Avenue, 17th Floor, New
Counsel, C.V. Starr & Co., Inc. York, New York 10022
10
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC.
Stuart Osborne President and President of Universal Foundation Mercury House
Director 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) Mercury House
101 Front Street
Hamilton HM 12, Bermuda
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 (See above) (See above)
Director
Corrine P. Greenberg President and President and Director, Greenberg 399 Park Avenue, 17th Floor
Director Foundation New York, New York 10022
Jeffrey W. Greenberg Vice President Vice President and Director, 399 Park Avenue, 17th Floor
and Director Greenberg Foundation New York, New York 10022
Evan G. Greenberg Vice President President and Chief Executive 399 Park Avenue, 17th Floor
and Director Officer, ACE Limited New York, New York 10022
Lawrence S. Greenberg Vice President Privatent Equity Investor 399 Park Avenue, 17th Floor
and Director New York, New York 10022
Shake Nahapetian Treasurer Administrative Assistant, CV Starr 399 Park Avenue, 17th Floor
New York, New York 10022
11
DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORRINE P. GREENBERG JOINT
TENANCY CORPORATION, INC.
Maurice R. Greenberg Chairman, CEO, (See above) (See above)
(See above) President,
Treasurer,
Secretary and
Director
12
EXHIBIT B
FOR IMMEDIATE RELEASE
AIG Commences Offering to Sell its Ownership of IPC Holdings Common Shares
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NEW YORK NY U.S.A. and PEMBROKE, Bermuda, August 8, 2006. American International
Group, Inc. (NYSE:AIG) and IPC Holdings, Ltd. (NASDAQ: IPCR) announced that AIG
is commencing an underwritten public offering to sell 13.397 million IPC common
shares. AIG has granted the underwriters an option to purchase up to 2 million
shares to cover over-allotments, if any. Upon completion of the transaction, if
the underwriters exercise their over-allotment option in full, it is anticipated
that AIG will not own any shares of IPC's common stock. IPC will not receive any
proceeds from the sale of the shares.
The sole bookrunner for this offering is Citigroup Corporate & Investment
Banking and Morgan Stanley & Co. Incorporated is a joint-lead manager.
Interested parties may obtain a written copy of the prospectus relating to this
offering from Citigroup Corporate & Investment Banking, Brooklyn Army Terminal,
140 58th Street, 8th floor, Brooklyn, New York, 11220, Attention: Prospectus
Department; telephone: 1-877-858-5407
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
About AIG:
American International Group, Inc. (AIG), world leaders in insurance and
financial services, is the leading international insurance organization with
operations in more than 130 countries and jurisdictions. AIG companies serve
commercial, institutional and individual customers through the most extensive
worldwide property-casualty and life insurance networks of any insurer. In
addition, AIG companies are leading providers of retirement services, financial
services and asset management around the world. AIG's common stock is listed on
the New York Stock Exchange, as well as the stock exchanges in London, Paris,
Switzerland and Tokyo.
About IPC:
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.
CONTACT: For AIG for IPC Holdings, Ltd.
Joe Norton James Bryce or John Weale
212 770-3144 441 298 5100
