UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
eTelecare Global Solutions, Inc.
(Name of Issuer)
Common Shares, Ph2.00 par value
(Title of Class of Securities)
(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)
(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.
þ
*The remainder of this cover page shall be filled out for a reporting
persons 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).
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1
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NAMES OF REPORTING PERSONS.
American International Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,457,832
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,457,832
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,457,832 Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, CO
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2
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1
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NAMES OF REPORTING PERSONS.
Philippine American Life and General Insurance Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Philippines
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,457,832
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,457,832
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,457,832 Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IC, CO
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3
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1
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NAMES OF REPORTING PERSONS.
AIG Life Holdings (International) LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
8
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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|
OWNED BY
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2,457,832
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EACH
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9
|
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
|
10
|
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SHARED DISPOSITIVE POWER
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|
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2,457,832
|
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,457,832 Shares
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12
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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4
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1
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NAMES OF REPORTING PERSONS.
American International Reinsurance Company, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,457,832
|
|
|
|
|
EACH
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9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
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|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,457,832
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,457,832 Shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.4%
|
|
|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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5
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1
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NAMES OF REPORTING PERSONS.
American International Assurance Company (Bermuda) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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7
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SOLE VOTING POWER
|
|
|
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NUMBER OF
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|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,457,832
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,457,832
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,457,832 Shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.4%
|
|
|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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OO (limited liability company)
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6
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1
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NAMES OF REPORTING PERSONS.
AIG Global Investment Corp. (Asia) Ltd.
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|
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
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|
|
|
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|
|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
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|
|
5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
|
Bermuda
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|
|
|
|
|
7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,457,832
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,457,832
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,457,832 Shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (limited liability company)
|
7
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1
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NAMES OF REPORTING PERSONS.
AIG Asian Opportunity G.P., L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
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|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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|
|
OO
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|
5
|
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
|
o
|
|
|
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,457,832
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,457,832
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,457,832 Shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (limited liability company)
|
8
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS.
AIG Asian Opportunity Fund LP
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Cayman Islands
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,457,832
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,457,832
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,457,832 Shares
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
Not applicable
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
8.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
9
Item 1. Security and Issuer
The class of equity securities to which this statement relates are the Common Shares of
eTelecare Global Solutions, Inc., a corporation duly organized and existing under the laws of the
Republic of the Philippines (the Issuer), with a par value of PhP2.00 per share (the Shares).
The principal executive offices of the Issuer are located at 31st Floor, Cyberzone Building,
Eastwood City, Cyberpark Bagumbayan, Quezon City, Philippines. The Shares were registered with the
Securities and Exchange Commission (the Commission) on March 27, 2007.
Item 2. Identity and Background
The names of the persons filing this statement are American International Group, Inc.,
Philippine American Life and General Insurance Company, AIG Life Holdings (International) LLC,
American International Reinsurance Company, Ltd., American International Assurance Company
(Bermuda) Limited, AIG Global Investment Corp. (Asia) Ltd., AIG Asian Opportunity Fund LP and AIG
Asian Opportunity G.P., L.L.C. (collectively, the Reporting Persons). A copy of the Agreement of
Joint Filing among the Reporting Persons, dated September 29, 2008, is attached hereto as Exhibit
2.01.
American International Group, Inc. owns substantially all of the voting securities of
Philippine American Life and General Insurance Company, a corporation organized under the laws of
the Republic of the Philippines, and wholly owns AIG Life Holdings (International) LLC, a limited
liability company organized under the laws of the State of Delaware. AIG Life Holdings
(International) LLC wholly owns American International Reinsurance Company, Ltd., a limited
liability company organized under the laws of Bermuda, which, in turn, wholly owns American
International Assurance Company (Bermuda) Limited, a limited liability company organized under the
laws of Bermuda, which, in turn, owns AIG Global Investment Corp. (Asia) Ltd., a limited liability
company organized under the laws of Bermuda. AIG Global Investment Corp. (Asia) Ltd. owns
substantially all of the voting securities of AIG Asian Opportunity G.P., L.L.C., a limited
liability company organized under the laws of the Cayman Islands. AIG Asian Opportunity G.P.,
L.L.C. is general partner of AIG Asian Opportunity Fund LP, a limited partnership organized under
the laws of the Cayman Islands.
The principal office of American International Group, Inc. and AIG Life Holdings
(International) L.L.C. is 70 Pine Street, New York, New York 10270. The principal office of
Philippine American Life and General Insurance Company is 23
rd
Floor, Philamlife Tower,
8767 Paseo de Roxas, Makati City, Philippines 1226. The principal office of American International
Reinsurance Company, Ltd. is American International Building, 29 Richmond Road, Hamilton, HM 08,
Bermuda. The principal office of American International Assurance Company (Bermuda) Limited and
AIG Global Investment Corp. (Asia) Ltd. is AIG Tower, No. 1 Connaught Road, Central, Hong Kong.
The principal office of AIG Asian Opportunity G.P., L.L.C. and AOF is c/o Maples and Calder, P.O.
Box 309, Ugland House, South Church Street, Grand Cayman, Cayman Islands.
The principal business of American International Group, Inc. is general insurance, life
insurance and retirement services, financial services and asset management. The principal business
of Philippine American Life and General Insurance Company is the provision of insurance products
and services in the Philippines. The principal business of AIG Life Holdings (International) LLC
is serving as the holding company for certain foreign subsidiaries of American International Group,
Inc. The principal business of American International Reinsurance Company, Ltd. is as an internal
reinsurance company for American International Group, Inc.s foreign operations. The principal
business of American International Assurance Company (Bermuda) Limited is the provision of
insurance products and services in Hong Kong and Macau. The principal business of AIG Global
Investment Corp. (Asia) Ltd. is investing in securities of public and private companies in Asia.
The principal business of AIG Asian Opportunity G.P., L.L.C. is acting as general partner of AIG
Asian Opportunity Fund LP. The principal business of AIG Asian Opportunity Fund LP is investing in
securities of public and private companies in Asia.
The name, address, position, present principal occupation and citizenship of each director and
executive officer of the Reporting Persons are set forth in the attached Schedule A.
Philippine American Life and General Insurance Company (PAL) and AIG Asian Opportunity Fund
LP (AOF) have entered into Support Agreements, as defined and described in Item 4 below, with
EGS Acquisition Co LLC (BidCo). As a result of the matters described in Item 4 below, the
Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), with the BidCo. As a result,
the Reporting Persons may be deemed to beneficially own any Shares that may be beneficially owned
by the BidCo. The Reporting Persons hereby disclaim beneficial ownership of any Shares that may be
beneficially owned by BidCo.
10
American International Group, Inc. and certain of its affiliates have previously filed a
Schedule 13G with the Commission on February 13, 2008.
The information set forth in the Exhibits to this Schedule 13D is hereby expressly
incorporated herein by reference, and the responses to each item of this Schedule 13D are qualified
in their entirety by the provisions of such Exhibits.
Except as described below, during the last five years, none of the Reporting Persons, and to
the best of their knowledge, any of the persons listed on Schedule A attached hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Regulatory Settlements
In February 2006, American International Group, Inc. (AIG) reached a final settlement with the
Commission, 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. As a result of these settlements,
AIG made payments or placed amounts in escrow in 2006 totaling approximately $1.64 billion, $225
million of which represented fines and penalties. The following is additional information regarding
the settlements.
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 Act; (b) ordering AIG to pay disgorgement; and (c) ordering AIG to pay a civil penalty.
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, AIGs cooperating with the DOJ in the DOJs ongoing criminal investigation,
accepting responsibility for certain of its actions and those of its employees relating to these
transactions and paying money into a fund. Also effective February 9, 2006, AIG entered into
agreements with the NYAG and the DOI, settling claims under New Yorks 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.
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 AIGs 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.
As part of the settlement, the SEC filed against AIG a civil complaint, based on the conduct of AIG
primarily through AIGFP, alleging violations of certain antifraud provisions of the federal
securities laws and for aiding and abetting violations of reporting and record keeping provisions
of those laws. 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.
11
The DOJ filed against AIGFP PAGIC Equity Holding Corp. (AIGFP PAGIC), a wholly owned subsidiary
of AIGFP, a criminal complaint alleging that AIGFP PAGIC violated federal securities laws by aiding
and abetting securities law violations by PNC, in connection with a transaction entered into in
2001 with PNC that was intended to enable PNC to remove certain assets from its balance sheets. 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. 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 3. Source and Amount of Funds or Other Consideration
The Shares to which this statement relates (the AIG Shares) were given as a property
dividend on April 30, 2004 from SPI Technologies, Inc., a Philippine company that was listed on the
Philippine Stock Exchange (and subsequently taken private) and in which AOF and PAL were
shareholders. There was no consideration paid for the AIG Shares.
Item 4. Purpose of Transaction
The AIG Shares were acquired for investment purposes only.
On September 19, 2008, the Issuer entered into an Acquisition Agreement (the Acquisition
Agreement) by and between the Issuer and BidCo. Under the terms of the Acquisition Agreement,
BidCo will commence a tender offer in the Philippines and the United States (the Offer), which
may be amended from time to time in accordance with the terms of the Acquisition Agreement, to
purchase all of the Issuers outstanding Shares, at a price per share in cash of US$9.00 (the
Offer Price).
Concurrently with the execution of the Acquisition Agreement, PAL and AOF entered into
separate Support Agreements (the Support Agreements) with BidCo. Pursuant to the Support
Agreements, PAL and AOF have agreed to tender the AIG Shares into the Offer and not to withdraw any
of the AIG Shares from the Offer. PAL and AOF have also agreed to vote the AIG Shares: (i) in
favor of (A) any adoption of the Acquisition Agreement and approval of the transactions
contemplated thereby, (B) any individuals nominated by BidCo to be directors of the Issuer, (C) any
other matter necessary for the consummation of the transactions contemplated by the Acquisition
Agreement and the Offer; and (ii) against (A) any action or agreement that would result in a breach
of any representation, warranty, covenant, agreement or other obligation of the Issuer in the
Acquisition Agreement, (B) any extraordinary corporate transaction, (C) any agreement or other
action that is intended to or could reasonably be expected to prevent, frustrate, impede, interfere
with, delay, postpone or discourage the consummation of the Offer and (D) any amendment of any the
organizational documents of the Issuer or change in the voting rights of any class of its capital
stock, and has granted an irrevocable proxy with respect to the AIG Shares to BidCo until the
Acquisition Agreement is terminated in accordance with its terms or the Offer is terminated or
withdrawn. Copies of the Support Agreements are attached as Exhibit 7.01 and Exhibit 7.02 to this
statement and are incorporated herein by reference.
Information set forth in response to this Item 4 is qualified in its entirety by reference to
the Support Agreements, each of which is filed as an exhibit hereto and is incorporated herein by
reference.
Other than as described above, the Reporting Persons do not have any current plans or
proposals that relate to or would result in any of the actions set forth in items (a) through (j)
of Item 4 of the General Instructions to Schedule 13D, although the Reporting Persons reserve the
right to develop such plans or proposals.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons, and for the purpose of Rule 13d-3 promulgated under the
Exchange Act, beneficially own 2,457,832 Shares, representing approximately 8.44% of the
outstanding Shares of the Issuer as of September 19, 2008.
(b) The Reporting Persons have shared power to vote and to dispose of the 2,457,832
Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
12
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer
The Support Agreements (each of which is defined and described in Item 4, which definitions
and descriptions are incorporated herein by reference) are filed as exhibits hereto and are
incorporated by reference in their entirety into this Item 6. Under the Support Agreements, PAL
and AOF have agreed to tender the AIG Shares into the Offer, not to withdraw any of the AIG Shares
from the Offer and to vote their AIG Shares in accordance with the terms of the Support Agreements.
In addition, PAL and AOF have agreed (1) to grant BidCo an irrevocable proxy to vote the AIG
Shares in accordance with the terms of the Support Agreements, (2) to restrict the transfer of the
AIG Shares and (3) to not solicit any other acquisition proposals.
Except as described in this Item 6, to the best knowledge of the Reporting Persons, there are
no contracts, arrangements, understandings or relationships (legal or otherwise), including, but
not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, between the persons enumerated in Item 2, and any other person,
with respect to any securities of the Issuer, including any securities pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power or investment power
over such securities other than standard default and similar provisions contained in loan
agreements.
Item 7. Material to be Filed as Exhibits
Exhibit 2.01: Agreement of Joint Filing among the Reporting Persons, dated September 29, 2008.
Exhibit 7.01: Support Agreement between EGS Acquisition Co LLC and Philippine American Life and
General Insurance Company, dated September 19, 2008.
Exhibit 7.02: Support Agreement between EGS Acquisition Co LLC and AIG Asian Opportunity Find
LP, dated September 19, 2008.
13
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: September 29, 2008
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AMERICAN INTERNATIONAL
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GROUP, INC.
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/s/ Win J. Neuger
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Signature
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Win J. Neuger
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Executive Vice President and Chief
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Investment Officer
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(Name/Title)
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PHILIPPINE AMERICAN LIFE AND
GENERAL INSURANCE COMPANY
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/s/ Jose L. Cuisia Jr.
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Signature
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Jose L. Cuisia Jr.
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President and CEO
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(Name/Title)
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AIG LIFE HOLDINGS
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(INTERNATIONAL) LLC
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/s/ Kathleen E. Shannon
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Signature
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Kathleen E. Shannon
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President
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(Name/Title)
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AMERICAN INTERNATIONAL
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REINSURANCE COMPANY, LTD.
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/s/ Stephen George Cubbon
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Signature
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Stephen George Cubbon
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President
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(Name/Title)
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14
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AMERICAN INTERNATIONAL
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ASSURANCE COMPANY (BERMUDA)
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LIMITED
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/s/ John Chu
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Signature
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John Chu
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Executive Vice President and Chief Information
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Officer
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(Name/Title)
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AIG GLOBAL INVESTMENT CORP.
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(ASIA) LTD.
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/s/ Ada Tse
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Signature
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Ada Tse
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Director
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(Name/Title)
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AIG ASIAN OPPORTUNITY G.P., L.L.C.
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/s/ Ada Tse
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Signature
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Ada Tse
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Director
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(Name/Title)
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AIG ASIAN OPPORTUNITY FUND LP
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/s/ Ada Tse
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Signature
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Ada Tse
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Director of General Partner
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(Name/Title)
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15
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN INTERNATIONAL GROUP, INC.
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of American International Group, Inc. are set forth below.
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Name
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Address
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Position/Principal Occupation
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Citizenship
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Stephen F. Bollenbach
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c/o KB Home
10990
Wilshire
Boulevard
Los
Angeles, CA 90024
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Director of American
International Group, Inc.;
Non-Executive Chairman of KB
Homes
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American
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Martin F. Feldstein
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c/o National Bureau of
Economic
Affairs
1050
Massachusetts
Avenue
Cambridge,
Massachusetts
02138
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Director of American
International Group, Inc.;
President Emeritus of the
National Bureau of Economic
Research
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American
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Fred Horst Langhammer
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c/o The Estee Lauder
Companies, Inc.
767
Fifth Avenue
New
York, New York
10153
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Director of American
International Group, Inc.;
Chairman of Global Affairs,
The Estee Lauders Companies,
Inc.
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American and German
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Edward M. Liddy
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Chairman and Chief Executive
Officer of American
International Group, Inc.
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American
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George L. Miles
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c/o WQED
Multimedia
4802
Fifth
Avenue
Pittsburgh,
Pa. 15213
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Director of American
International Group, Inc.;
President and Chief
Executive Officers of WQED
Multimedia
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American
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Suzanne M. Nora Johnson
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c/o Pfizer Inc.
235
East 42nd Street
New
York, NY 10017
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Director of American
International Group, Inc.;
Director of Pfizer Inc.
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American
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Morris W. Offit
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c/o Offit Capital Advisors,
LLC
485 Lexington
Avenue
New York, New
York 10017
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Director of American
International Group, Inc.;
Chairman, Office Capital
Advisors, LLC
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American
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James F. Orr
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c/o The Rockefeller
Foundation
420 Fifth
Avenue
New York, New
York 10018
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Director of American
International Group, Inc.;
Chairman of the Board of
Trustees, The Rockefeller
Foundation
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American
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Virginia M. Rometty
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c/o IBM
Corporation
Route
100
Somers, New York
10589
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Director of American
International Group, Inc.;
Senior Vice President of IBM
Global Business Services
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American
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Michael H. Sutton
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124 Swinley
Forest
Williamsburg,
Virginia 23188
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Director of American
International Group, Inc.
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American
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Edmund S.W. Tse
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c/o American International
Assurance Company (Bermuda)
Limited
35/F AIG
Tower
1 Connaught
Road Central
Hong
Kong
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Senior Vice Chairman and
Director of American
International Group, Inc.;
Vice President of American
International Assurance
Company (Bermuda) Limited
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Chinese
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Steven J. Bensinger
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Vice Chairman and Chief
Financial Officer of
American International
Group, Inc.
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American
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Jacob A. Frenkel
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Vice Chairman of American
International Group, Inc.
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Israeli and Polish
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16
SCHEDULE A (CONTINUED)
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Name
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Address
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Position/Principal Occupation
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Citizenship
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Frank G. Wisner
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Vice Chairman of American
International Group, Inc.
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American
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Rodney O. Martin, Jr.
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Executive Vice President of
American International
Group, Inc.
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American
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Kristian P. Moor
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Executive Vice President of
American International
Group, Inc.
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American
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Win J. Neuger
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Executive Vice President of
American International
Group, Inc.
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American
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Nicholas C. Walsh
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c/o American International
Group, Inc.
175
Water Street, 24th
Floor
New York, N.Y.
10038
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Executive Vice President of
American International
Group, Inc.
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British
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Jay S. Wintrob
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c/o AIG SunAmerica,
Inc.
1 SunAmerica
Center
1999 Avenue
of the Stars
Los
Angeles, California 90067
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Executive Vice President of
American International
Group, Inc.
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American
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Richard H. Booth
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Senior Vice President of
American International
Group, Inc.
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American
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William N. Dooley
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Senior Vice President of
American International
Group, Inc.
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American
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David L. Herzog
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Senior Vice President of
American International
Group, Inc.
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American
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Andrew J. Kaslow
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Senior Vice President of
American International
Group, Inc.
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American
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Robert E. Lewis
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Senior Vice President of
American International
Group, Inc.
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American
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Brian T. Scheiber
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c/o American International
Group, Inc.
70 Pine
Street
New York, New
York 10270
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Senior Vice President of
American International
Group, Inc.
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American
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DIRECTORS AND EXECUTIVE OFFICERS OF
PHILIPPINE AMERICAN LIFE AND GENERAL INSURANCE COMPANY
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of Philippine American Life and General Insurance Company are set
forth below.
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Name
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Address
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Position/Principal Occupation
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Citizenship
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Edmund S. W. Tse
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c/o American International
Assurance Company (Bermuda)
Limited
35/F AIG
Tower
1 Connaught Road
Central
Hong Kong
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Chairman of the Board of
Philippine American Life and
General Insurance Company;
Vice President of American
International Assurance
Company (Bermuda) Limited
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Chinese
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Mark Andrew Wilson
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c/o American International
Assurance Company (Bermuda)
Limited
35
th
Flr., AIG Tower
1
Connaught Road,
Central, Hong Kong
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Director of Philippine
American Life and General
Insurance Company; Regional
President, Asia Pacific, AIG
Life Companies; President,
American International
Assurance Company, Limited
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New Zealand
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17
SCHEDULE A (CONTINUED)
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Name
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Address
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Position/Principal Occupation
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Citizenship
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Jose L. Cuisia, Jr.
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c/o Philippine American Life and
General Insurance
Company
23
rd
Floor, Philamlife
Tower
8767 Paseo de
Roxas, Makati City Philippines
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President, Chief Executive
Officer and Director of
Philippine American Life and
General Insurance Company
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Filipino
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Michel Khalaf
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c/o Philippine American Life and
General Insurance
Company
5
th
Floor, Philamlife
Building
U.N. Ave.,
Ermita, Manila Philippines
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Deputy President, Chief
Operating Officer and
Director of Philippine
American Life and General
Insurance Company
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Lebanese
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Reynaldo C. Centeno
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c/o Philippine American Life and
General Insurance
Company
6
th
Flr., Philamlife
Building
U.N. Ave.,
Ermita, Manila Philippines
|
|
Executive Vice President,
Chief Financial Officer,
Chief Actuary and Director
of Philippine American Life
and General Insurance
Company
|
|
Filipino
|
|
|
|
|
|
|
|
Omar T. Cruz
|
|
c/o Philippine American Life and
General Insurance
Company
23
rd
Flr., Philamlife
Tower
8767 Paseo de
Roxas, Makati City Philippines
|
|
Executive Vice President,
Chief Investments Officer
and Director of Philippine
American Life and General
Insurance Company
|
|
Filipino
|
|
|
|
|
|
|
|
Cesar A. Buenaventura
|
|
c/o Buenaventura, Echauz &
Partners
4
th
Flr., Shell House
156
Valero St., Salcedo Village,
Makati City Philippines
|
|
Managing Partner of
Buenaventura, Echauz &
Partners; Director of
Philippine American Life and
General Insurance Company
|
|
Filipino
|
|
|
|
|
|
|
|
Ricardo J. Romulo
|
|
c/o Romulo, Mabanta, Buenaventura,
Sayoc & Delos Angeles Law
Offices
30
th
Flr., Citibank Tower
8741
Paseo de Roxas, Makati City
Philippines
|
|
Senior Partner at Romulo,
Mabanta, Buenaventura, Sayoc
& Delos Angeles Law
Offices; Director of
Philippine American Life and
General Insurance Company
|
|
Filipino
|
|
|
|
|
|
|
|
Washington Z. Sycip
|
|
c/o SGV
Group
14
th
Flr., SGV Bldg I
Ayala
Avenue, Makati City Philippines
|
|
Director of Philippine
American Life and General
Insurance Company; Founder
SGV Group
|
|
American
|
|
|
|
|
|
|
|
Francis G. Estrada
|
|
c/o Asian Institute of
Management
2
nd
Flr., Eugenio Lopez
Building
Joseph McKing
Campus
123 Paseo de
Roxas, Makati City Philippines
|
|
Director of Philippine
American Life and General
Insurance Company; President
of Asian Institute of
Management
|
|
Filipino
|
|
|
|
|
|
|
|
Stephen J. Clark
|
|
c/o Philippine American Life and
General Insurance
Company
7
th
Flr., Philamlife Salcedo
Building
126 L. P.
Leviste St., Salcedo
Village
Makati City
Philippines
|
|
Senior Vice President of
Philippine American Life and
General Insurance Company
(seconded to Philam
Equitable Life Assurance
Company, Inc.)
|
|
British
|
|
|
|
|
|
|
|
Romulo P. Cambaliza
|
|
c/o Philippine American Life and
General Insurance
Company
5
th
Floor, Philamlife
Building
U.N. Ave.,
Ermita, Manila Philippines
|
|
Senior Vice President of
Philippine American Life and
General Insurance Company
(seconded as President to
Philam Insurance Agency and
Call Center Services, Inc.)
|
|
Filipino
|
|
|
|
|
|
|
|
Ariel G. Cantos
|
|
c/o Philippine American Life and
General Insurance
Company
3
rd
Flr., Philamlife
Building
U.N. Ave.,
Ermita, Manila Philippines
|
|
Senior Vice President and
Chief Agency Officer of
Philippine American Life and
General Insurance Company
|
|
Filipino
|
|
|
|
|
|
|
|
Anthony B. Sotelo
|
|
c/o Philippine American Life and
General Insurance
Company
23
rd
Flr., Philamlife
Tower
8767 Paseo de
Roxas, Makati City Philippines
|
|
Senior Vice President and
Corporate Human Resources
Director of Philippine
American Life and General
Insurance Company
|
|
Filipino
|
|
|
|
|
|
|
|
Jose Roel V. Teves
|
|
c/o Philippine American Life and
General Insurance
Company
2
nd
Flr., Philamlife
Bldg.,
U.N. Ave., Ermita,
Manila Philippines
|
|
Senior Vice President for
Insurance Operations of
Philippine American Life and
General Insurance Company
|
|
Filipino
|
18
SCHEDULE A (CONTINUED)
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Elizabeth Anne C. Uychaco
|
|
c/o Philippine American Life and
General Insurance
Company
3
rd
Flr., Philamlife
Building
U.N. Ave.,
Ermita, Manila Philippines
|
|
Senior Vice President and
Chief Marketing Officer of
Philippine American Life and
General Insurance Company
|
|
Filipino
|
|
|
|
|
|
|
|
Ma. Fe R. Velasco
|
|
c/o Philippine American Life and
General Insurance
Company
4
th
Flr., Philamlife Building,
U.N. Ave., Ermita,
Manila Philippines
|
|
Senior Vice President for
Finance of Philippine
American Life and General
Insurance Company
|
|
Filipino
|
DIRECTORS AND EXECUTIVE OFFICERS OF
AIG LIFE HOLDINGS (INTERNATIONAL) LLC
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of AIG Life Holdings (International) LLC are set forth below.
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Kathleen E. Shannon
|
|
c/o American
International
Group,
Inc.
70
Pine
Street
New
York, New York
10270
|
|
President
|
|
American
|
|
|
|
|
|
|
|
Elizabeth M. Tuck
|
|
c/o American
International
Group,
Inc.
70
Pine
Street
New
York, New York
10270
|
|
Secretary
|
|
American
|
DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN INTERNATIONAL REINSURANCE COMPANY, LTD.
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of American International Reinsurance Company, Ltd. are set forth
below.
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Rodney O. Martin, Jr.
|
|
c/o American
International
Group,
Inc.
70
Pine
Street
New
York, New York
10270
|
|
Director and Chairman of the
Board of American
International Reinsurance
Company, Ltd.; Executive
Vice President of American
International Group, Inc.
|
|
American
|
|
|
|
|
|
|
|
Stephen George Cubbon
|
|
c/o American
International
Reinsurance
Company, Ltd.
29
Richmond Road,
Permbroke HM 08,
Bermuda
|
|
Director and President of
American International
Reinsurance Company, Ltd.
|
|
British
|
|
|
|
|
|
|
|
Lars Roland Bergquist
|
|
c/o American
International
Reinsurance
Company, Ltd.
29
Richmond Road,
Permbroke HM 08,
Bermuda
|
|
Director and Vice President
of American International
Reinsurance Company, Ltd.
|
|
Swedish
|
|
|
|
|
|
|
|
Christopher Swift
|
|
c/o American
International
Reinsurance
Company,
Ltd.
70
Pine Street 17th
Floor
New
York, N.Y.
10270
USA
|
|
Director of American
International Reinsurance
Company, Ltd.
|
|
American
|
|
|
|
|
|
|
|
Richard W. Scott
|
|
c/o American
International
Reinsurance
Company,
Ltd.
70
Pine Street, 13th
Floor
New
York, N.Y.
10270
USA
|
|
Director of American
International Reinsurance
Company, Ltd.
|
|
American
|
19
SCHEDULE A (CONTINUED)
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Nicholas C. Walsh
|
|
c/o American
International
Group,
Inc.
175
Water Street, 24th
Floor
New
York, N.Y.
10038
USA
|
|
Director of American
International Reinsurance
Company, Ltd.; Executive
Vice President of American
International Group, Inc.
|
|
British
|
DIRECTORS AND EXECUTIVE OFFICERS OF
AMERICAN INTERNATIONAL ASSURANCE COMPANY (BERMUDA) LIMITED
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of American International Assurance Company (Bermuda) Limited are
set forth below.
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Lars Roland Bergquist
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
29
Richmond Road,
Permbroke HM 08,
Bermuda
|
|
Director and Vice President
of American International
Assurance Company (Bermuda)
Limited; Director and Vice
President of American
International Reinsurance
Company, Ltd
|
|
Swedish
|
|
|
|
|
|
|
|
Stephen George Cubbon
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
29
Richmond Road,
Permbroke HM 08,
Bermuda
|
|
Director and Vice President
of American International
Assurance Company (Bermuda)
Limited; President of
American International
Reinsurance Company, Ltd.
|
|
British
|
|
|
|
|
|
|
|
Edmund Sze-Wing Tse
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
35/F.,
AIG Tower, One
Connaught Road Central,
Hong Kong
|
|
Director and President of
American International
Assurance Company (Bermuda)
Limited
|
|
Chinese
|
|
|
|
|
|
|
|
Gordon Timmins Watson
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
35/F.,
AIG Tower, One
Connaught Road Central,
Hong Kong
|
|
Director and Regional
President (Japan and Korea)
of American International
Assurance Company (Bermuda)
Limited
|
|
British
|
|
|
|
|
|
|
|
Mark Andrew Wilson
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
35/F.,
AIG Tower, One
Connaught Road Central,
Hong Kong
|
|
Director of American
International Assurance
Company (Bermuda) Limited
|
|
New Zealand
|
|
|
|
|
|
|
|
Derek Kai Ming Yung
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
43/F.,
AIA Tower, 183 Electric
Road, North Point, Hong
Kong
|
|
Director of American
International Assurance
Company (Bermuda) Limited
|
|
Chinese
|
|
|
|
|
|
|
|
Tai-Wo John Chu
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
35/F.,
AIG Tower, One
Connaught Road Central,
Hong Kong
|
|
Executive Vice President and
Chief Investment Officer of
American International
Assurance Company (Bermuda)
Limited
|
|
Chinese
|
DIRECTORS AND EXECUTIVE OFFICERS OF
AIG GLOBAL INVESTMENT CORP. (ASIA) LTD.
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of AIG Global Investment Corp. (Asia) Ltd. are set forth below.
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Edmund Sze-Wing Tse
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
35/F.,
AIG Tower, One Connaught
Road Central, Hong Kong
|
|
Director of AIG Global Investment Corp. (Asia)
Ltd.; Director and President of American
International Assurance Company (Bermuda) Limited
|
|
Chinese
|
20
SCHEDULE A (CONTINUED)
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Peter Kok-Beng Soo
|
|
c/o AIG Global Investment
Corp. (Asia)
Ltd.
16/F., AIG
Tower, One Connaught Road
Central, Hong Kong
|
|
Director of AIG Global Investment Corp. (Asia) Ltd.
|
|
Chinese
|
|
|
|
|
|
|
|
Tai-Wo John Chu
|
|
c/o American
International Assurance
Company
(Bermuda)
35/F.,
AIG Tower, One Connaught
Road Central, Hong Kong
|
|
Director of AIG Global Investment Corp. (Asia)
Ltd.; Executive Vice President and Chief Investment
Officer of American International Assurance Company
(Bermuda) Limited
|
|
Chinese
|
|
|
|
|
|
|
|
Stephen George Cubbon
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
29
Richmond Road, Permbroke
HM 08, Bermuda
|
|
Director of AIG Global Investment Corp. (Asia)
Ltd.; Director and Vice President of American
International Assurance Company (Bermuda) Limited
|
|
British
|
|
|
|
|
|
|
|
Ada Koon-Hang Tse
|
|
c/o AIG Global Investment
Corp. (Asia)
Ltd.
35/F., AIG
Tower, One Connaught Road
Central, Hong Kong
|
|
Director, President and Chief Executive Officer of
AIG Global Investment Corp. (Asia) Ltd.
|
|
Chinese
|
|
|
|
|
|
|
|
Lars Roland Bergquist
|
|
c/o American
International Assurance
Company (Bermuda)
Limited
29
Richmond Road, Permbroke
HM 08, Bermuda
|
|
Director of AIG Global Investment Corp. (Asia)
Ltd.; Director and Vice President of American
International Assurance Company (Bermuda) Limited
|
|
Swedish
|
|
|
|
|
|
|
|
Eugenie Shen
|
|
c/o AIG Global Investment
Corp. (Asia)
Ltd.
16/F., AIG
Tower, One Connaught Road
Central, Hong Kong
|
|
Director of AIG Global Investment Corp. (Asia)
Ltd.; General Counsel of AIG Global Investment
Corp. (Asia) Ltd.
|
|
American
|
DIRECTORS AND EXECUTIVE OFFICERS OF
AIG ASIAN OPPORTUNITY G.P., L.L.C.
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of AIG Asian Opportunity G.P., L.L.C. are set forth below.
|
|
|
|
|
|
|
Name
|
|
Address
|
|
Position/Principal Occupation
|
|
Citizenship
|
Kevin Clowe
|
|
c/o AIG
Investments
227
Park Avenue F42
New York, NY
10172, USA
|
|
Director of AIG Asian
Opportunity G.P., L.L.C.;
Managing Director of AIG
Investments
|
|
American
|
|
|
|
|
|
|
|
Win Neuger
|
|
c/o AIG
Investments
70
Pine Street,
16/F
New York,
NY 10270 USA
|
|
Director of AIG Asian
Opportunity G.P., L.L.C.;
Chief Executive Officer and
Chairman of AIG Investments
|
|
American
|
|
|
|
|
|
|
|
Ada Koon-Hang Tse
|
|
c/o AIG Global
Investment Corp. (Asia)
Ltd.
35/F., AIG
Tower, One Connaught
Road Central, Hong Kong
|
|
Director of AIG Asian
Opportunity G.P., L.L.C.;
President and Chief
Executive Officer of AIG
Global Investment Corp.
(Asia) Ltd.
|
|
Chinese
|
|
|
|
|
|
|
|
David Yeung
|
|
c/o AIG Capital
Partners,
Inc.
20/F., AIG
Tower, One Connaught
Road Central, Hong Kong
|
|
Director of AIG Asian
Opportunity G.P., L.L.C.;
President and Chief
Executive Officer of AIG
Capital Partners, Inc.
|
|
Canadian
|
|
|
|
|
|
|
|
Eugenie Shen
|
|
c/o AIG Global
Investment Corp. (Asia)
Ltd.
16/F., AIG
Tower, One Connaught
Road Central, Hong Kong
|
|
Director of AIG Asian
Opportunity G.P., L.L.C.;
General Counsel of AIG
Global Investment Corp.
(Asia) Ltd.
|
|
American
|
DIRECTORS AND EXECUTIVE OFFICERS OF
AIG ASIAN OPPORTUNITY FUND, L.P.
The name, business address, title, present principal occupation or employment of each of the
directors and executive officers of AIG Asian Opportunity Fund LP are set forth below:
21
SCHEDULE A (CONTINUED)
The general partner of President & CEO of AIG Capital Partners, Inc. is AIG ASIAN OPPORTUNITY G.P.,
L.L.C. c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman
22
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