UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
741929 10 3
(CUSIP Number)
Paul Hong, Esq.
AIG Global Sports and Entertainment Fund, L.P.
AIG Global Emerging Markets Fund, L.L.C.
GEM Parallel Fund, L.P.
c/o AIG Capital Partners, Inc.
175 Water Street
New York, NY 10038
Tel. No.: (212) 458-2156
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2002
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [__]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all Exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG GLOBAL SPORTS AND ENTERTAINMENT FUND, L.P. (I.R.S. NO. 52-2190010)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
CAYMAN ISLANDS
7. Sole Voting Power
Number of 8,243,800 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 8,243,800 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,800 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG GSEF, L.P. (I.R.S. NO. 98-0210589)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
CAYMAN ISLANDS
7. Sole Voting Power
Number of 8,243,800 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 8,243,800 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,800 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG GSEF INVESTMENTS, LTD. (I.R.S. NO. 98-0210590)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
CAYMAN ISLANDS
7. Sole Voting Power
Number of 8,243,800 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 8,243,800 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,800 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG CAPITAL PARTNERS, INC. (I.R.S. NO. 13-3856440)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 8,243,800 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 8,243,800 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,800 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG GLOBAL EMERGING MARKETS FUND, L.L.C. (I.R.S. NO. 13-3960880)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 7,454,840 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 7,454,840 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,454,840 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
10.3%
14. Type of Reporting Person (See Instructions)
OO
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
GEM PARALLEL FUND, L.P. (I.R.S. NO. 52-2159897)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 788,920 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 788,920 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
788,920 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
1.2%
14. Type of Reporting Person (See Instructions)
PN
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG CAPITAL MANAGEMENT CORP. (I.R.S. NO. 13-3776802)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 8,243,760 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 8,243,760 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,760 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG ASSET MANAGEMENT SERVICES, INC. (I.R.S. NO. 13-3805094)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 8,243,760 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 8,243,760 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,243,760 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
13. Percent of Class Represented by Amount in Row (11)
11.3%
14. Type of Reporting Person (See Instructions)
CO
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AIG GLOBAL INVESTMENT GROUP, INC. (I.R.S. NO. 13-3870953)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 16,487,560 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 16,487,560 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
16,487,560 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
20.3%
14. Type of Reporting Person (See Instructions)
CO, HC
CUSIP No.
741929 10 3
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AMERICAN INTERNATIONAL GROUP, INC. (I.R.S. NO. 13-2592361)
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check box if disclosure of legal proceedings is required pursuant to Item
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
DELAWARE
7. Sole Voting Power
Number of 16,487,560 shares of common stock, par value $0.01 per share
Shares
Beneficially 8. Shared Voting Power
Owned by
Each
Reporting 9. Sole Dispositive Power
Person With 16,487,560 shares of common stock, par value $0.01 per share
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
16,487,560 shares of common stock, par value $0.01 per share
12. Check box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
20.3%
14. Type of Reporting Person (See Instructions)
CO, HC
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of common stock, par value $0.01 per
share (the "Common Stock") of Primus Telecommunications Group, Incorporated, a
Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 1700 Old Meadow Road, McLean, VA 22102.
ITEM 2. IDENTITY AND BACKGROUND
(a) through (c) and (f):
This Schedule 13D is being filed on behalf of the following entities
(collectively, the "Filers"):
(i) AIG Global Sports and Entertainment Fund, L.P., a Cayman
Islands limited partnership ("AIGGSEF"), having its principal
office at Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands, is an investment fund engaged in
the business of making proprietary investments;
(ii) AIG GSEF, L.P., a Cayman Islands limited partnership
("AIGGSEFGP"), having its principal office at Ugland House,
South Church Street, George Town, Grand Cayman, Cayman
Islands, is the sole general partner of AIGGSEF;
(iii) AIG GSEF Investments, Ltd., a Cayman Islands limited company
("AIGGSEFI"), having its principal office at Ugland House,
South Church Street, George Town, Grand Cayman, Cayman
Islands, is the sole general partner of AIGGSEFGP;
(iv) AIG Capital Partners, Inc., a Delaware corporation ("AIGCP"),
having its principal office at 175 Water Street, New York, NY
10038, is the sole shareholder of AIGGSEFI and is engaged in
the business of originating and managing AIG's international
private equity investments in emerging markets;
(v) AIG Global Emerging Markets Fund, L.L.C., a Delaware limited
liability company ("AIGGEM"), having its principal office at
175 Water Street, New York, NY 10038, is an investment fund
engaged in the business of making proprietary investments;
(vi) GEM Parallel Fund, L.P., a Delaware limited partnership ("GEM
Parallel"), having its principal office at 175 Water Street,
New York, NY 10038, is an investment fund engaged in the
business of making proprietary investments;
(vii) AIG Capital Management Corp., a Delaware corporation
("AIGCMC"), having its principal office at 70 Pine Street, New
York, NY 10270, is the sole managing member of AIGGEM and is
the sole general partner of GEM Parallel and is engaged in the
business of organizing and managing the invested assets of
institutional private equity investment funds;
(viii) AIG Asset Management Services, Inc., a Delaware corporation
("AIGAMS"), having its principal office at 70 Pine Street, New
York, NY 10270, is the sole shareholder of AIGCMC and is a
holding company;
(ix) AIG Global Investment Group, Inc., a Delaware corporation
("AIGGIG"), having its principal office at 70 Pine Street,
New York, NY 10270, is the sole shareholder of AIGCP and
AIGAMS and is a holding company; and
(x) American International Group, Inc., a Delaware corporation
("AIG"), having its principal office at 70 Pine Street, New
York, NY 10270, is the sole shareholder of AIGGIG and is a
holding company which through its subsidiaries engaged in a
broad range of insurance and insurance-related activities and
financial services in the United States and abroad.
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%,
2.3% 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, NY 10270.
The names of the executive officers and directors (collectively, "Covered
Persons") of each of AIG, AIGGIG, AIGCP, AIGGSEFI, AIGAMS, AIGCMC, SICO,
The Starr Foundation and Starr, their business addresses and principal
occupations are set forth in Annex A 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 for such Covered Person. Each of the Covered Persons is a United
States citizen, 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.
(d) and (e):
During the last five years, none of the Filers, SICO, The Starr Foundation
or Starr nor, to the best knowledge of each such Filer, SICO, The Starr
Foundation or Starr, their respective Covered Persons has (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding has been 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 31, 2002, pursuant to that certain Stock Purchase Agreement (the
"Purchase Agreement") dated as of such date by and among the Issuer, AIGGSEF,
AIGGEM, GEM Parallel (AIGGSEF, AIGGEM and GEM Parallel being referred to herein
as the "Lead Investors") and Duke Hotels Limited ("Duke," and together with the
Lead Investors, the "Investors"), which Purchase Agreement is filed herewith as
Exhibit 2 and incorporated herein by reference in its entirety, (i) AIGGSEF
purchased 206,095 shares of the Issuer's Series C Convertible Preferred Stock,
par value $0.01 per share (the "Series C Preferred"), for
$15,458,475.73, (ii) AIGGEM purchased 186,371 shares of Series C Preferred for
$13,979,099.60, and (iii) GEM Parallel purchased 19,723 shares of Series C
Preferred for $1,479,376.13. Each of AIGGSEF, AIGGEM and GEM Parallel obtained
the funds used to purchase their respective shares of Series C Preferred by
contributions from their respective members or general and limited partners, as
applicable. Each share of Series C Preferred is initially convertible at any
time at the option of the holder thereof into forty (40) shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Each of AIGGSEF, AIGGEM, GEM Parallel Fund acquired the securities reported
herein for investment purposes and may, from time to time, depending on such
Investor's evaluation of the market for the Common Stock, other opportunities
available to it, its financial requirements and other possible future
developments, decide to increase or decrease its holdings of the Series C
Preferred or the Common Stock into which the Series C Preferred is convertible,
including, without limitation, by converting all or any portion of the shares of
Series C Preferred into shares of Common Stock in accordance with the terms of
the Certificate of Designation in respect of the Series C Preferred filed
herewith as Exhibit 3, which is incorporated herein by reference in its entirety
(the "Certificate of Designation"). The response to Item 3 hereof is
incorporated herein by reference in its entirety.
Pursuant to the terms of the Purchase Agreement, which is incorporated herein by
reference in its entirety, the Lead Investors are obligated to purchase up to an
aggregate of 121,097 additional shares of Series C Preferred, as subject to
adjustment in the event of stock splits and similar events, at one or more
Subsequent Closings (as defined in the Purchase Agreement) for an aggregate
maximum purchase price of $9,083,048.54 in the event that certain conditions
specified in the Purchase Agreement are satisfied, including satisfaction of one
or more of the conditions specified in Section 5.16 of the Purchase Agreement.
The maximum number of shares of Series C Preferred, as subject to adjustment in
the event of stock splits and similar events, that each of AIGGSEF, AIGGEM and
GEM Parallel Fund is obligated to purchase is 60,548, 54,754 and 5,795,
respectively. The maximum aggregate purchase price payable by each of AIGGSEF,
AIGGEM and GEM Parallel Fund for such shares is $4,541,524.27, $4,106,900.40 and
$434,623.87, respectively.
Pursuant to the terms of the Certificate of Designation, the Investors currently
have the right, among other rights set forth in the Certificate of Designation,
to elect and appoint one director (the "Preferred Director") to the Board of
Directors of the Issuer, to approve the authorization or issuance of certain
equity securities of the Issuer that are senior to or pari passu with shares of
Series C Preferred, to approve any amendment to the organizational documents of
the Issuer that would materially and adversely affect the rights of the holders
of shares of Series C Preferred and to exercise preemptive rights on a pro rata
basis with the other Investors in connection with certain future issuances of
securities by the Issuer. In addition, without the majority approval of the
Preferred Director and the other non-management directors of the Issuer, voting
together as a group, the Issuer may not undertake certain corporate or other
actions as specified in the Certificate of Designation. The Investors are also
entitled to performance adjustment payments under certain circumstances, which
may be payed in cash or by adjusting the conversion ratio
applicable to the Series C Preferred in the discretion of the Board of Directors
of the Issuer, and weighted average anti-dilution protection in the event of
certain dilutive issuances by the Issuer, which may result in additional
adjustments to the conversion ratio applicable to the Series C Preferred.
Although the extent to which the conversion ratio may be increased is limited
due to a floor on the Effective Conversion Price (as defined in the Certificate
of Designation), the foregoing rights may be deemed to impede the acquisition of
control of the Issuer by a third-party.
The Investors have exercised the right to appoint and elect one director and
have appointed and elected Mr. Paul G. Pizzani as a director of the Issuer. As a
result, the size of the Board of Directors of the Issuer has been increased to
eight directors. So long as the Investors continue to hold such right in
accordance with the terms of the Certificate of Designation, it is anticipated
that such right will continue to be exercised by the Investors in the future.
As a result of the transactions contemplated by the Purchase Agreement, the
capitalization of the issuer has changed and is subject to further change in the
event that additional shares of Series C Preferred are issued pursuant to the
terms of the Purchase Agreement upon satisfaction of the applicable conditions
specified in the Purchase Agreement. In addition, the capitalization of the
Issuer is subject to change upon any mandatory or optional conversion of all or
any portion of the Series C Preferred into shares of Common Stock in accordance
with the terms and provisions of the Certificate of Designation.
Pursuant to that certain Registration Rights Agreement (the "Registration Rights
Agreement"), filed herewith as Exhibit 4 and incorporated herein by reference in
its entirety, by and among the Issuer and each of the Investors, each of the
Investors has been granted certain demand and "piggyback" registration rights
entitling such Investors, subject to the limitations set forth therein, to have
their respective Registrable Securities (as defined therein) registered under
the Securities Act of 1933, as amended. Upon the exercise of such rights, the
Investors may dispose of Common Stock of the Issuer received upon conversion of
shares of Series C Preferred.
The foregoing summary of certain provision of the Certificate of Designation,
the Purchase Agreement and the Registration Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to such documents as
filed herewith as Exhibits.
Except as contemplated by the Certificate of Designation, the Purchase Agreement
and the Registration Rights Agreement or as otherwise set forth in this Item 4,
none of the Filers, SICO, The Starr Foundation or Starr nor, to the best
knowledge of each such Filer, SICO, The Starr Foundation or Starr, their
respective Covered Persons has any present plans or proposals which relate to or
would result in:
(i) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of is
subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(iv) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board
of Directors;
(v) any material change in the present capitalization or dividend policy
of the Issuer;
(vi) any other material change in the Issuer's business or corporate
structure;
(vii) changes in the Issuer's Certificate of Incorporation, By-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person;
(viii)causing a class of securities of the Issuer to cease to be quoted
on The Nasdaq Stock Market, Inc.
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b):
The information required by these paragraphs is set forth in Items 7
through 11 and 13 of each of the cover pages of this Schedule 13D and is
incorporated herein by reference. Such information is based upon the
number of shares of Common Stock represented by the Issuer to be issued
and outstanding as of December 31, 2002.
(c):
Other than the transactions contemplated by the Purchase Agreement and
described in response to Item 4 hereof, none of the Filers, SICO, The
Starr Foundation or Starr nor, to the best knowledge of each such Filer,
SICO, The Starr Foundation or Starr, their respective Covered Persons has
effected any transactions in the Common Stock or the Series C Preferred
during the past sixty days.
(d) and (e):
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The only contracts, arrangements, understandings or relationships that currently
exist between any of the Filers or any of the Covered Persons and any other
person with respect to securities of the Issuer are the Purchase Agreement and
the Registration Rights Agreement, each of which is filed herewith as an Exhibit
and is incorporated herein in its entirety by reference. Except as otherwise set
forth in this Schedule 13D and the Exhibits filed herewith, there are no
contracts,
arrangements, understandings or relationships between any of the Filers or any
of the Covered Persons and any other person with respect to any securities of
the Issuer, including any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the Issuer, finder's
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement by and among the Filers as required by Rule
13d-1(k)(1).
2. Stock Purchase Agreement, dated as of December 31, 2002, by and among the
Issuer and each of the Investors (incorporated by reference to Exhibit
99.1 to the Issuer's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on January 2, 2003).
3. Certificate of Designation in respect of the Series C Preferred
(incorporated by reference to Exhibit 4.1 to the Issuer's Current Report
on Form 8-K, as filed with the Securities and Exchange Commission on
January 2, 2003).
4. Registration Rights Agreement, dated as of December 31, 2002, by and among
the Issuer and each of the Investors (incorporated by reference to Exhibit
99.2 to the Issuer's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on January 2, 2003).
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: January 10, 2003 AIG GLOBAL SPORTS AND
ENTERTAINMENT FUND, L.P.
By: AIG GSEF, L.P.
Its general partner
By: AIG GSEF Investments, Ltd.,
its general partner
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: Director
Date: January 10, 2003 AIG GSEF, L.P.
By: AIG GSEF Investments, Ltd.,
its general partner
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: Director
Date: January 10, 2003 AIG GSEF INVESTMENTS, LTD.
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: Director
Date: January 10, 2003 AIG CAPITAL PARTNERS, INC.
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: President
Date: January 10, 2003 AIG GLOBAL EMERGING
MARKETS FUND, L.L.C.
By: AIG Capital Management Corp.,
its managing member
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: Managing Director and
Vice President
Date: January 10, 2003 GEM PARALLEL FUND, L.P.
By: AIG Capital Management Corp.,
its general partner
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: Managing Director
Date: January 10, 2003 AIG CAPITAL MANAGEMENT CORP.
By: /s/ Peter Yu
---------------------
Name: Peter Yu
Title: Managing Director
Date: January 10, 2003 AIG ASSET MANAGEMENT SERVICES, INC.
By: /s/ Win J. Neuger
---------------------------
Name: Win J. Neuger
Title: Director & President
Date: January 10, 2003 AIG GLOBAL INVESTMENT GROUP, INC.
By: /s/ Win J. Neuger
---------------------------
Name: Win J. Neuger
Title: Chairman & Chief
Executive Officer
Date: January 10, 2003 AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
---------------------------
Name: Kathleen E. Shannon
Title: Vice President &
Secretary
ANNEX A
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS
M. Bernard Aidinoff Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Eli Broad SunAmerica Inc.
1 SunAmerica Center
1999 Avenue of the Stars
Los Angeles, California 90067
Pei-yuan Chia 298 Bedford - Banksville Road
Bedford, New York 10506
Marshall A. Cohen Cassels, Brock & Blackwell
40 King Street West 20th Floor
Toronto, Ontario M5H 3C2
Barber B. Conable, Jr. P.O. Box 218
Alexander, New York 14005
Martin S. Feldstein National Bureau of Economic Research, Inc.
1050 Massachusetts Avenue
Cambridge, Massachusetts 02138
Ellen V. Futter American Museum of Natural History
Central Park West at 79th Street
New York, New York 10024
M.R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
Carla A. Hills Hills & Company
1200 19th Street, N.W. - 5th Floor
Washington, DC 20036
Richard C. Holbrooke The Council on Foreign Relations
58 E. 68th Street
New York, New York 10021
Frank J. Hoenemeyer 7 Harwood Drive
Madison, New Jersey 07940
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Howard I. Smith American International Group, Inc.
70 Pine Street
New York, New York 10270
Martin J. Sullivan American International Group, Inc.
70 Pine Street
New York, New York 10270
Thomas R. Tizzio American International Group, Inc.
70 Pine Street
New York, New York 10270
Edmund S.W. Tse American International Assurance Co., Ltd.
1 Stubbs Road
Hong Kong
Jay S. Wintrob SunAmerica Inc.
1 SunAmerica Center
1999 Avenue of the Stars
Los Angeles, California 90067
Frank G. Wisner American International Group, Inc.
70 Pine Street
New York, New York 10270
Frank G. Zarb The NASDAQ Stock Market, Inc.
Four Times Square
New York, New York 10036
AMERICAN INTERNATIONAL GROUP, INC.
EXECUTIVE OFFICERS
M.R. Greenberg Chairman & Chief Executive Officer
70 Pine Street
New York, New York 10270
Edward E. Matthews Senior Vice Chairman - Investments &
70 Pine Street Financial Services
New York, New York 10270
Thomas R. Tizzio Senior Vice Chairman - General Insurance
70 Pine Street
New York, New York 10270
Edmund S.W. Tse Senior Vice Chairman & Co-Chief Operating
American International Assurance Officer
Co., Ltd.
1 Stubbs Road
Hong Kong
Howard I. Smith Vice Chairman, Chief Administrative Officer
70 Pine Street & Chief Financial Officer
New York, New York 10270
Martin J. Sullivan Vice Chairman & Co-Chief Operating Officer
70 Pine Street
New York, New York 10270
Frank G. Wisner Vice Chairman - External Affairs
70 Pine Street
New York, New York 10270
John A. Graf Executive Vice President - Retirement
2929 Allen Parkway Savings
Houston, Texas 77019
Donald Kanak Executive Vice President & Chief Executive
American International Building Officer of AIG Companies in Japan
1-3 Marunouchi, 1-chome
Chiyoda-ku, Tokyo, Japan
Rodney O. Martin, Jr. Executive Vice President - Life Insurance
2929 Allen Parkway
Houston, Texas 77019
Win J. Neuger Executive Vice President & Chief Investment
70 Pine Street Officer
New York, New York 10270
Jay S. Wintrob Executive Vice President - Retirement
1 SunAmerica Center Savings
1999 Avenue of the Stars
Los Angeles, California 90067
Kristian P. Moor Executive Vice President - Domestic General
70 Pine Street Insurance
New York, New York 10270
R. Kendall Nottingham Executive Vice President - Life Insurance
70 Pine Street
New York, New York 10270
Robert B. Sandler Executive Vice President - Senior Casualty
70 Pine Street Actuary & Senior Claims Officer
New York, New York 10270
William N. Dooley Senior Vice President - Financial Services
70 Pine Street
New York, New York 10270
Lawrence W. English Senior Vice President - Administration
70 Pine Street
New York, New York 10270
Axel I. Freudmann Senior Vice President - Human Resources
70 Pine Street
New York, New York 10270
Richard W. Scott Senior Vice President - Investments
70 Pine Street
New York, New York 10270
Ernest T. Patrikis Senior Vice President & General Counsel
70 Pine Street
New York, New York 10270
Steven J. Bensinger Vice President & Treasurer
70 Pine Street
New York, New York 10270
Michael J. Castelli Vice President & Controller
70 Pine Street
New York, New York 10270
Keith Duckett Vice President & Director of Internal Audit
70 Pine Street
New York, New York 10270
Peter K. Lathrop Vice President & Director of Taxes
70 Pine Street
New York, New York 10270
Robert E. Lewis Vice President & Chief Credit Officer
70 Pine Street
New York, New York 10270
Charles M. Lucas Vice President & Director of Market Risk
70 Pine Street Management
New York, New York 10270
Steven A. Rautenberg Vice President - Communications
70 Pine Street
New York, New York 10270
Kathleen E. Shannon Vice President and Secretary
70 Pine Street
New York, New York 10270
Brian T. Schreiber Vice President - Strategic Planning
70 Pine Street
New York, New York 10270
AIG GLOBAL INVESTMENT GROUP, INC.
Edward E. Matthews Director
70 Pine Street
New York, New York 10270
Win J. Neuger Director, Chairman of the Board of
70 Pine Street Directors and Chief Executive Officer
New York, New York 10270
Ernest T. Patrikis Director
70 Pine Street
New York, New York 10270
AIG CAPITAL PARTNERS, INC.
William N. Dooley Director and Vice Chairman of the Board of
70 Pine Street Directors
New York, New York 10270
Ronald A. Latz Director
70 Pine Street
New York, New York 10270
Edward E. Matthews Director and Chairman of the Board of
70 Pine Street Directors
New York, New York 10270
Larry K. Mellinger Director
175 Water Street, 23rd Floor
New York, New York 10038
Ernest T. Patrikis Director
70 Pine Street
New York, New York 10270
Peter M. Yu Director, President and Chief Executive
175 Water Street, 23rd Floor Officer
New York, New York 10038
Cesar C. Zalamea Director and Vice Chairman of the Board
175 Water Street, 23rd Floor of Directors
New York, New York 10038
AIG GSEF INVESTMENTS, LTD.
Peter M. Yu Director
175 Water Street, 23rd Floor
New York, New York 10038
AIG ASSET MANAGEMENT SERVICES, INC.
Edward E. Matthews Director and Chairman
70 Pine Street
New York, New York 10270
Win J. Neuger Director and President
70 Pine Street
New York, New York 10270
AIG CAPITAL MANAGEMENT CORP.
Steven J. Bensinger Director
70 Pine Street
New York, New York 10270
William N. Dooley Director
70 Pine Street
New York, New York 10270
Ronald A. Latz Director
70 Pine Street
New York, New York 10270
Win J. Neuger Director, Chairman of the Board of
70 Pine Street Directors and Chief Investment Officer
New York, New York 10270
Helen Stefanis Director and President
70 Pine Street
New York, New York 10270
STARR INTERNATIONAL COMPANY, INC.
EXECUTIVE OFFICERS & DIRECTORS
William N. Dooley Director
70 Pine Street
New York, New York 10270
M. R. Greenberg Director & Chairman of the Board
70 Pine Street
New York, New York 10270
Joseph C. H. Johnson Director & President
American International Building
29 Richmond Road
Pembroke HM08 Bermuda
Donald Kanak Director
American International Building
1-3 Marunouchi, 1-chome
Chiyoda-ku, Tokyo, Japan
Kevin Kelley Director
70 Pine Street
New York, New York 10270
Edward E. Matthews Director
70 Pine Street
New York, New York 10270
Kristian P. Moor Director
70 Pine Street
New York, New York 10270
L. Michael Murphy Director, Vice President & Secretary
American International Building
29 Richmond Road
Pembroke HM08 Bermuda
Win J. Neuger Director
70 Pine Street
New York, New York 10270
R. Kendall Nottingham Director
70 Pine Street
New York, New York 10270
Robert M. Sandler Director
70 Pine Street
New York, New York 10270
Howard I. Smith Director
70 Pine Street
New York, New York 10270
Martin J. Sullivan Director
70 Pine Street
New York, New York 10270
Thomas R. Tizzio Director
70 Pine Street
New York, New York 10270
Edmund S.W. Tse Director
1 Stubbs Road
Hong Kong
Jay S. Wintrob Director
1 SunAmerica Center
Los Angeles, California 90067
THE STARR FOUNDATION
OFFICERS & DIRECTORS
M.R. Greenberg Director and Chairman
70 Pine Street
New York, New York 10270
Florence A. Davis Director and President
70 Pine Street
New York, New York 10270
Marion I. Breen Director and Vice President
70 Pine Street
New York, New York 10270
T.C. Hsu Director
70 Pine Street
New York, New York 10270
Edwin A.G. Manton Director
70 Pine Street
New York, New York 10270
Edward E. Matthews Director
70 Pine Street
New York, New York 10270
John J. Roberts Director
70 Pine Street
New York, New York 10270
Howard I. Smith Director and Treasurer
70 Pine Street
New York, New York 10270
Ernest E. Stempel Director
American International Building
29 Richmond Road
Pembroke HM08 Bermuda
Edmund S. W. Tse Director
1 Stubbs Road
Hong Kong
Gladys Thomas Vice President and Secretary
70 Pine Street
New York, New York 10270
C.V. STARR & CO., INC.
OFFICERS & DIRECTORS
William N. Dooley Director
70 Pine Street
New York, New York 10270
M.R. Greenberg Director, President & Chief Executive
70 Pine Street Officer
New York, New York 10270
Donald Kanak Director
American International Building
1-3 Marunouchi, 1-chome
Chiyoda-ku, Tokyo, Japan
Kevin Kelley Director
70 Pine Street
New York, New York 10270
Edward E. Matthews Director & Senior Vice President
70 Pine Street
New York, New York 10270
Kristian P. Moor Director
70 Pine Street
New York, New York 10270
Win J. Neuger Director
70 Pine Street
New York, New York 10270
R. Kendall Nottingham Director
70 Pine Street
New York, New York 10270
Robert M. Sandler Director & Vice President
70 Pine Street
New York, New York 10270
Howard I. Smith Director & Senior Vice President
70 Pine Street
New York, New York 10270
Martin J. Sullivan Director
70 Pine Street
New York, New York 10270
Thomas R. Tizzio Director & Senior Vice President
70 Pine Street
New York, New York 10270
Edmund S.W. Tse Director & Senior Vice President
1 Stubbs Road
Hong Kong
Jay S. Wintrob Director
1 SunAmerica Center
Los Angeles, California 90067
Michael D. Warantz Treasurer
70 Pine Street
New York, New York 10270
Kathleen E. Shannon Secretary
70 Pine Street
New York, New York 10270