UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.1)

(Final Amendment)*

eTelecare Global Solutions, Inc.

 

(Name of Issuer)

Common Shares, Ph2.00 par value

(Title of Class of Securities)

29759R102

(CUSIP Number)

American International Group, Inc.
Kathleen E. Shannon
70 Pine Street, New York, New York 10270
Tel. No.: (212) 770-7000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 11, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 (however, see the Notes).

 

 

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

CUSIP No.		29759R102

     This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed on September 29, 2008 (the “Schedule 13D”) by the Reporting Persons, relating to their beneficial ownership of the common shares, par value PhP2.00 per share (the “Shares”), of eTelecare Global Solutions, Inc., a corporation organized under the laws of the Republic of the Philippines (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. This Amendment is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.

     Item 4. Purpose of Transaction

     Item 4 is hereby amended by adding the following as the second to last paragraph thereof:

     On December 11, 2008, BidCo completed the Offer to purchase all of the Issuer’s outstanding Shares. The Reporting Persons tendered 2,457,832 Shares pursuant to the Offer as described below in Item 5(c).

     Item 5. Interest in Securities of the Issuer

     Paragraphs (a), (b), (c) and (e) of Item 5 are hereby amended in their entirety to read as follows:

     (a) 0

     (b) 0

     (c) In the last sixty (60) days, the Reporting Persons’ sole transaction in the Shares consisted of tendering Shares to BidCo pursuant to the Offer as follows:

Date of Transaction		Purchase or Sale		Number of Shares		Price Per Share
December 11, 2008		Sale		2,457,832		US$9.00

     (e) As a result of the Shares sold by the Reporting Persons in the Offer, effective as of December 11, 2008, the Reporting Persons are no longer the beneficial owners of more than 5.0% of the Shares. Accordingly, this Amendment is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.

     Item 7. Purpose of Transaction

     Exhibit 2.01: Agreement of Joint Filing among the Reporting Persons, dated December 15, 2008.

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.

     Date: December 15, 2008

		AMERICAN INTERNATIONAL GROUP, INC.
		/s/ Win J. Neuger
		Signature
		Win J. Neuger
		Executive Vice President and Chief
		Investment Officer
		(Name/Title)
		PHILIPPINE AMERICAN LIFE AND GENERAL INSURANCE COMPANY
		/s/ Jose L. Cuisia Jr.
		Signature
		Jose L. Cuisia Jr.
		President and CEO
		(Name/Title)
		AIG LIFE HOLDINGS
		(INTERNATIONAL) LLC
		/s/ Kathleen E. Shannon
		Signature
		Kathleen E. Shannon
		President
		(Name/Title)
		AMERICAN INTERNATIONAL
		REINSURANCE COMPANY, LTD.
		/s/ Stephen George Cubbon
		Signature
		Stephen George Cubbon
		President
		(Name/Title)

		AMERICAN INTERNATIONAL
		ASSURANCE COMPANY (BERMUDA)
		LIMITED
		/s/ John Chu
		Signature
		John Chu
		Executive Vice President and Chief Information
		Officer
		(Name/Title)
		AIG GLOBAL INVESTMENT CORP.
		(ASIA) LTD.
		/s/ Ada Tse
		Signature
		Ada Tse
		Director
		(Name/Title)
		AIG ASIAN OPPORTUNITY G.P., L.L.C.
		/s/ Ada Tse
		Signature
		Ada Tse
		Director
		(Name/Title)
		AIG ASIAN OPPORTUNITY FUND LP
		/s/ Ada Tse
		Signature
		Ada Tse
		Director of General Partner
		(Name/Title)

Exhibit 2.01

AGREEMENT OF JOINT FILING

     In accordance with Rule 13d-1(k), promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the shares of Common Stock of eTelecare Global Solutions, Inc. and that this Agreement may 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 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.

     IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of December 15, 2008.

		AMERICAN INTERNATIONAL GROUP, INC.
		/s/ Win J. Neuger
		Signature
		Win J. Neuger
		Executive Vice President and Chief
		Investment Officer
		(Name/Title)
		PHILIPPINE AMERICAN LIFE AND GENERAL INSURANCE COMPANY
		/s/ Jose L. Cuisia Jr.
		Signature
		Jose L. Cuisia Jr.
		President and CEO
		(Name/Title)
		AIG LIFE HOLDINGS
		(INTERNATIONAL) LLC
		/s/ Kathleen E. Shannon
		Signature
		Kathleen E. Shannon
		President
		(Name/Title)

		AMERICAN INTERNATIONAL
		REINSURANCE COMPANY, LTD.
		/s/ Stephen George Cubbon
		Signature
		Stephen George Cubbon
		President
		(Name/Title)
		AMERICAN INTERNATIONAL
		ASSURANCE COMPANY (BERMUDA)
		LIMITED
		/s/ John Chu
		Signature
		John Chu
		Executive Vice President and Chief Information
		Officer
		(Name/Title)
		AIG GLOBAL INVESTMENT CORP.
		(ASIA) LTD.
		/s/ Ada Tse
		Signature
		Ada Tse
		Director
		(Name/Title)
		AIG ASIAN OPPORTUNITY G.P., L.L.C.
		/s/ Ada Tse
		Signature
		Ada Tse
		Director
		(Name/Title)
		AIG ASIAN OPPORTUNITY FUND LP
		/s/ Ada Tse
		Signature
		Ada Tse
		Director of General Partner
		(Name/Title)