UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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)
April 3, 2003
(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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,770,004 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)
14.2%
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 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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,770,004 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)
14.2%
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 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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,770,004 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)
14.2%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,770,004 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)
14.2%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,739,304 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)
13.0%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,030,700 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)
1.6%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,770,004 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)
14.2%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,770,004 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)
14.2%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,540,008 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)
24.9%
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
Number 7. Sole Voting Power
of
Shares 10,770,004 shares of common stock, par value $0.01 per share
Beneficially
Owned 8. Shared Voting Power
by
Each 9. Sole Dispositive Power
Reporting
Person 10,770,004 shares of common stock, par value $0.01 per share
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
21,540,008 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)
24.9%
14. Type of Reporting Person (See Instructions)
CO, HC
AMENDMENT NO. 1 TO SCHEDULE 13D
Except as otherwise provided herein, this Amendment No. 1 to Schedule 13D (this
"Amendment") amends and restates in its entirety the Schedule 13D (the "Initial
13D") of the Filers (as defined below) filed with the Securities and Exchange
Commission on January 10, 2003.
ITEM 1. SECURITY AND ISSUER
This Amendment 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 Amendment 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 is 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 to the Initial 13D, 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.
On April 3, 2003, pursuant to the terms of the Purchase Agreement, (i) AIGGSEF
purchased 60,548 additional shares of Series C Preferred for $4,541,524.27, (ii)
AIGGEM purchased 54,754 additional shares of Series C Preferred for
$4,106,900.40, and (iii) GEM Parallel purchased 5,795 additional shares of
Series C Preferred for $434,623.87. As a result of such transactions and the
transactions consummated on December 31, 2002 as described above, (x) AIGGSEF
currently holds 266,643 shares of Series C Preferred, (y) AIGGEM currently holds
241,125 shares of Series C Preferred, and (z) GEM Parallel currently holds
25,518 shares of Series C Preferred.
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 convertible at any time at the option of the holder
thereof into a specified number of shares of Common Stock as determined and
subject to adjustment in accordance with 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 shares of Series C Preferred held by AIGGSEF are currently
convertible into 10,770,004 shares of Common Stock. The shares of Series C
Preferred held by AIGGEM are currently convertible into 9,739,304 shares of
Common Stock. The shares of Series C Preferred held by GEM Parallel are
currently convertible into 1,030,700 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. 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 were obligated to purchase, in
addition to the shares of Series C Preferred purchased by such Lead Investors on
December 31, 2002, 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 were satisfied,
including the satisfaction of one or more of the conditions specified in Section
5.16 of the Purchase Agreement. The maximum number of additional 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 was obligated
to purchase was 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
additional shares was $4,541,524.27, $4,106,900.40 and $434,623.87,
respectively. On April 3, 2003, following the satisfaction of the condition
specified in Section 5.16(i) of the Purchase Agreement, each of the Lead
Investors purchased the maximum number of additional shares of Series C
Preferred that such Lead Investor was obligated to purchase pursuant to the
terms of the Purchase Agreement for the maximum aggregate purchase price payable
by such Lead Investor. Accordingly, all obligations of each of the Lead
Investors to purchase shares of Series C Preferred pursuant to the terms of the
Purchase Agreement have been fulfilled.
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 paid 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 upon
any mandatory or optional conversion of all or any portion of the issued and
outstanding shares of 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
its 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 Amendment.
Such information is based upon 65,081,097 shares of Common Stock issued
and outstanding as of February 28, 2003 as reported by the Issuer in its
Annual Report on Form 10-K for the period ended December 31, 2002 as
filed with the Securities and Exchange Commission on March
31, 2003.
(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 Amendment 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) (incorporated by reference to Exhibit 99.1 to the Filers'
Schedule 13D, as filed with the Securities and Exchange Commission on
January 10, 2003).
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: April 24, 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: April 24, 2003 AIG GSEF, L.P.
By: AIG GSEF Investments, Ltd.,
its general partner
By: /s/ Peter Yu
---------------------------
Name: Peter Yu
Title: Director
Date: April 24, 2003 AIG GSEF INVESTMENTS, LTD.
By: /s/ Peter Yu
---------------------------
Name: Peter Yu
Title: Director
Date: April 24, 2003 AIG CAPITAL PARTNERS, INC.
By: /s/ Peter Yu
---------------------------
Name: Peter Yu
Title: President
Date: April 24, 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: April 24, 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: April 24, 2003 AIG CAPITAL MANAGEMENT CORP.
By: /s/ Peter Yu
---------------------------
Name: Peter Yu
Title: Managing Director
Date: April 24, 2003 AIG ASSET MANAGEMENT SERVICES, INC.
By: /s/ Win J. Neuger
---------------------------
Name: Win J. Neuger
Title: Director & President
Date: April 24, 2003 AIG GLOBAL INVESTMENT GROUP, INC.
By: /s/ Win J. Neuger
---------------------------
Name: Win J. Neuger
Title: Chairman & Chief Executive
Officer
Date: April 24, 2003 AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Win J. Neuger
---------------------------
Name: Win J. Neuger
Title: Executive Vice President &
Chief Investment Officer
EXHIBIT INDEX
Exhibit No Description
---------- -----------
99.1 Joint Filing Agreement by and among the Filers as required by
Rule 13d-1(k)(1) (incorporated by reference to Exhibit 99.1 to
the Filers' Schedule 13D, as filed with the Securities and
Exchange Commission on January 10, 2003).
99.2 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).
99.3 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).
99.4 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).