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.