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OMB
APPROVAL
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OMB
Number:
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Expires:February
28, 2009
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Estimated
average burden
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hours
per response 14.5
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Item
4.
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Purpose
of Transaction
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Item
4 is amended and restated in its entirety as set forth below.
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As
previously reported, CV Starr, one of the Reporting Persons, has retained
Perella Weinberg Partners LP as its exclusive financial advisor to advise
CV Starr with respect to the business, operations, financial condition and
underlying value of the Issuer. The Reporting Persons are
continuing their review and analysis in light of current circumstances
relating to the Issuer.
Based
on the foregoing and other factors and developments, including, without
limitation, the Issuer’s financial position, actions and strategic
direction, price levels of the Common Stock, conditions in the financial
markets and general economic and industry conditions, the Reporting
Persons may take, subject to state insurance regulatory laws and other
applicable laws and regulations, such actions with respect to the Issuer
and their Common Stock holdings as they deem appropriate, including,
without limitation, analyzing, developing and conducting, by themselves or
with other third parties, any of the following: (i) acquisitions of assets
from the Issuer (and/or one or more of its subsidiaries), (ii) loans or
other financings provided to the Issuer, (iii) further investments in the
Issuer, (iv) seeking representation on the board of directors of the
Issuer, (v) seeking to acquire control of the Issuer through a merger,
proxy solicitation, tender offer, exchange offer or otherwise, (vi)
participating in a “going-private” transaction and/or (vii)
making recommendations to the Issuer’s board of directors and management
of the Issuer concerning strategic plans, proposals or initiatives
concerning the business, operations, financial condition, financing or
capital raising, assets (including disposition thereof), management and
governance, and other significant transactions with or with respect to the
Issuer (and/or one or more of its subsidiaries). In connection
with the foregoing, the Reporting Persons may engage in discussions or
cooperate with management, the board of directors and other shareholders
of the Issuer and/or relevant third parties. The foregoing
actions could have the purpose or effect of directly or indirectly
changing or influencing control of the Issuer or otherwise relate to or
result in any of the actions set forth in response to paragraphs (a) – (j)
of Item 4 of Schedule 13D.
Additionally,
the Reporting Persons reserve the right to change their plans and
intentions, including in regards to any of the actions discussed in this
Item 4. In particular, any one or more of the Reporting Persons
may (i) sell or transfer shares of Common Stock in public or private
transactions (including, without limitation, transfers among Reporting
Persons or between any Reporting Person and any entity affiliated with
such Reporting Person, which may include entities not in existence as of
the date hereof), and/or (ii) enter into privately negotiated derivative
transactions and/or public purchases and sales of puts, calls and other
derivative securities to hedge the market risk of some or all of their
positions in the Common Stock.
Any
actions taken by the Reporting Persons may be effected at any time or from
time to time, subject to any applicable limitations imposed on the actions
by the Securities Act of 1933, as amended, state insurance regulatory laws
or other applicable laws. There can be no assurance, however,
that any Reporting Person will take any of the actions described
above.
Except
as otherwise described in this Item 4 and Items 5 and 6, no Reporting
Person has formulated any plans or proposals that relate to or would
result in any of the events or transactions described in paragraphs (a) –
(j) of Item 4 of Schedule 13D.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1
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Joint
Filing Agreement, dated September 16, 2008, by and among Mr. Greenberg,
Mr. Matthews, Starr International, CV Starr, Universal Foundation,
Greenberg Foundation, Greenberg Joint Tenancy Company, and CV Starr
Trust.
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MAURICE
R. GREENBERG
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/s/Maurice
R. Greenberg
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EDWARD
E. MATTHEWS
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/s/Edward
E. Matthews
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/Edward E. Matthews |
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Name:
Edward E. Matthews
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Title:
Authorized Person
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C.
V. STARR & CO., INC.
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By:
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/s/Bertil P-H Lundqvist |
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Name:
Bertil P-H Lundqvist
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Title:
Authorized Person
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/Edward E. Matthews |
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Name:
Edward E. Matthews
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Title:
Authorized Person
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
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By:
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/s/Maurice R. Greenberg |
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Name:
Maurice R. Greenberg
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Title:
Authorized Person
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MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
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By:
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/s/Maurice R. Greenberg |
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Name:
Maurice R. Greenberg
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Title:
Authorized Person
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/Bertil P-H Lundqvist |
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Name:
Bertil P-H Lundqvist
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Title:
Authorized Person
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