-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzMdz4G+do9/puP4HJgOUpcf9lnkQNAhNXBK2+iHS+iTHmIWwjSNs14ZPvbabFLH wcaPRCQml5HeChjdAE5ZSA== 0000062709-03-000048.txt : 20030304 0000062709-03-000048.hdr.sgml : 20030304 20030304114850 ACCESSION NUMBER: 0000062709-03-000048 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCH CAPITAL GROUP LTD CENTRAL INDEX KEY: 0000947484 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061424716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48508 FILM NUMBER: 03590690 BUSINESS ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038624300 MAIL ADDRESS: STREET 1: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: RISK CAPITAL RE INC DATE OF NAME CHANGE: 19950703 FORMER COMPANY: FORMER CONFORMED NAME: RISK CAPITAL HOLDINGS INC DATE OF NAME CHANGE: 19950816 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIDENT II L P CENTRAL INDEX KEY: 0001089446 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038622900 MAIL ADDRESS: STREET 1: MMC CAPITAL INC STREET 2: 20 HORSENECK LANE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 trident13d3-03.txt SCHEDULE 13D (FEBRUARY 28, 2003) SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Section 240.13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a) (Amendment No. 1) Arch Capital Group Ltd. (Name of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securities) G0450A105 (CUSIP Number) Trident II, L.P. c/o CD Trident II, LLC 20 Horseneck Lane Greenwich, CT 06830 Attention: David Wermuth, Vice President Phone (203) 862-2924 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 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 for other parties to whom copies are to be sent. (Continued on following pages) The remainder of this cover page shall be filled out for a reporting person's 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). 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trident II, L.P. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 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) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ X ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------=================================================================== 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Employees' Securities Company, L.P. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 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) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ X ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------=================================================================== 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Capital Professionals Fund, L.P. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 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) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ X ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------=================================================================== 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Trident Capital II, L.P. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 3 SEC USE ONLY - -------------=================================================================== 4 SOURCE OF FUNDS (See Instructions) AF - -------------=================================================================== 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ X ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------=================================================================== 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan GP I, Inc. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 3 SEC USE ONLY - -------------=================================================================== 4 SOURCE OF FUNDS (See Instructions) AF - -------------=================================================================== 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -0- -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ X ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------=================================================================== 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Risk Capital Holdings, Ltd. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 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) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 256,492 -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER 256,492 - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,492 - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------=================================================================== 13D =================== CUSIP No. G0450A105 =================== - -------------=================================================================== 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Marsh & McLennan Companies, Inc. - -------------=================================================================== 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ X ]** ** The reporting persons making this filing beneficially own an aggregate of 256,492 Common Shares, which is 0.9% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page. [See Preliminary Note] - -------------=================================================================== 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) [ ] - -------------=================================================================== 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------============================================ NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------============================================ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 256,492 -------------============================================ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------============================================ PERSON WITH 10 SHARED DISPOSITIVE POWER 256,492 - ------------------------------------============================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,492 - -------------=================================================================== 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------=================================================================== 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% - -------------=================================================================== 14 TYPE OF REPORTING PERSON (See Instructions) HC - -------------=================================================================== Preliminary Note: This Amendment No.1 to Schedule 13D is filed by Trident II, L.P. ("Trident II"), Marsh & McLennan Capital Professionals Fund, L.P. ("Trident PF"), Marsh & McLennan Employees' Securities Company, L.P. ("Trident ESC" and with Trident II and Trident PF, the "Partnerships"), Trident Capital II, L.P. (the "Trident GP"), Marsh & McLennan GP I, Inc. ("MMGPI" and with the Trident GP, the "General Partners of the Partnerships"), Marsh & McLennan Risk Capital Holdings, Ltd. ("MMRCH") and Marsh & McLennan Companies, Inc. ("MMC"), who are collectively referred to herein as the "Reporting Persons." This Amendment No.1 to Schedule 13D is filed with respect to the Common Shares, par value $0.01 per share (the "Common Shares"), of Arch Capital Group Ltd. (the "Company") that are or may be deemed to be beneficially owned by the Reporting Persons. Certain of the Reporting Persons previously owned Series A Convertible Preference Shares of the Company ("Preference A Shares"), which were each convertible into one Common Share. All numbers and percentages contained in this Schedule 13D represent Common Shares and not Preference A Shares (unless stated otherwise). The Common Shares and the Preference A Shares are sometimes referred to collectively as the "Securities." Item 1. Security And Issuer. - ---------------------------- This statement relates to the Common Shares of the Company. The Company's principal offices are located at Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda. Item 4. Purpose of The Transaction. - ----------------------------------- Item 4 is hereby amended to add the following: On February 28, 2003, the Partnerships and MMRCH entered into an agreement with HFCP IV (Bermuda), L.P., H&F International Partners IV-A (Bermuda), L.P., H&F International Partners IV-B (Bermuda), L.P. and H&F Executive Fund IV, L.P. (collectively, the "H&F Buyers") pursuant to which the H&F Buyers agreed to purchase 1,064,248 Preference A Shares from Trident II for $32,991,688 ($31.00 per share), 33,501 Preference A Shares from Trident ESC for $1,038,531 ($31.00 per share), 33,316 Preference A Shares and 521 Common Shares from Trident PF for $1,048,947 ($31.00 per share) and 488,414 Common Shares from MMRCH for $15,140,834 ($31 per share). On March 3, 2003, the Partnerships also entered into an agreement with Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. and Tinicum Partners, L.P. (collectively, the "Farallon Buyers") pursuant to which the Farallon Buyers agreed to purchase 125,674 Preference A Shares and 51,931 Common Shares from Trident II for $5,505,755 ($31.00 per share), 1,462 Common Shares from Trident ESC for $45,322 ($31.00 per share) and 933 Common Shares from Trident PF for $28,923 ($31.00 per share). Item 5. Interest In Securities Of The Issuer. - --------------------------------------------- (1) The Partnerships (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each of the Partnerships is incorporated herein by reference for each such Partnership. The percentage amount set forth in Row 13 for all cover pages filed herewith is calculated based upon the 27,725,334 Common Shares outstanding as reported by the Company in the Form 8-K filed by the Company on February 25, 2003. (c) On February 28, 2003, the Partnerships and MMRCH entered into an agreement with the H&F Buyers pursuant to which the H&F Buyers agreed to purchase 1,064,248 Preference A Shares from Trident II, 33,501 Preference A Shares from Trident ESC and 33,316 Preference A Shares and 521 Common Shares from Trident PF. On March 3, 2003, the Partnerships entered into an agreement with the Farallon Buyers pursuant to which the Farallon Buyers agreed to purchase 125,674 Preference A Shares and 51,931 Common Shares from Trident II, 1,462 Common Shares from Trident ESC and 933 Common Shares from Trident PF. Except as otherwise described herein, during the last 60 days, there were no transactions effected by the Reporting Persons or by any of the persons set forth on Schedule I hereto. (d) The Trident General Partner has the power to direct the affairs of Trident II, including the disposition of the proceeds of the sale of the Securities. The Trident General Partner makes investment decisions involving investments held by Trident II through the Investment Committee of the Trident General Partner. MMGPI has the power to direct the affairs of Trident ESC and Trident PF, including the disposition of the proceeds of the sale of the Common Shares, Preference A Shares and Warrants. (e) The Partnerships ceased to be the beneficial owner of more than five percent of the Shares on February 28, 2003. (2) The General Partners (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each of the General Partner is incorporated herein by reference. (c) See response to Item 5(1)(c) above, which is incorporated herein by reference. (d) The LLC Entities and MMGPI are general partners of the Trident General Partner and, as such, may each be deemed to be the beneficial owner of all Common Shares beneficially owned by the Trident General Partner. The LLC Entities and MMGPI (in its capacity as a general partner of the Trident General Partner) disclaim beneficial ownership of any such Common Shares. MMGPI is a wholly owned, direct subsidiary of MMRCH and a wholly owned, indirect subsidiary of MMC and, as such, MMRCH and MMC may each be deemed to be the beneficial owner of all Common Shares beneficially owned by MMGPI. (e) The General Partners ceased to be the beneficial owner of more than five percent of the Shares on February 28, 2003. (3) MMRCH (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for MMRCH is incorporated herein by reference. (c) On February 28, 2003, MMRCH entered into an agreement with the H&F Buyers pursuant to which the H&F Buyers agreed to purchase 488,414 Common Shares from MMRCH. Except as otherwise described herein, during the last 60 days, there were no transactions effected by the Reporting Persons or by any of the persons set forth on Schedule I hereto. (d) MMRCH is a wholly owned, indirect subsidiary of MMC and, as such, MMC may be deemed to be the beneficial owner of all Common Shares beneficially owned by MMRCH. (e) MMRCH ceased to be the beneficial owner of more than five percent of the Shares on February 28, 2003. (4) MMC (a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for MMC is incorporated herein by reference. (c) See response to Item 5(3)(c) above, which is incorporated herein by reference. (d) As a company ultimately in control of MMRCH and MMGPI, MMC may be deemed to be the beneficial owner of all Common Shares beneficially owned by MMRCH and MMGPI. (e) MMC ceased to be the beneficial owner of more than five percent of the Shares on February 28, 2003. Item 6. Contracts, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer. - ---------------------------------------------------------- Item 6 is hereby amended to add the following: The Partnerships and MMRCH entered into a stock sale agreement with the H&F Buyers on February 28, 2003, and the Partnerships entered into a stock sale agreement with the Farallon Buyers on March 3, 2003. Copies of these agreements are attached as Exhibit 1 and Exhibit 2 hereto. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Materials To Be Filed As Exhibits. - ------------------------------------------ Exhibit 1: Stock Sale Agreement, dated February 28, 2003, between Trident II, L.P., Marsh & McLennan Employees' Securities Company, L.P., Marsh & McLennan Capital Professionals Fund, L.P. and Marsh & McLennan Risk Capital Holdings, Ltd. and HFCP IV (Bermuda), L.P., H&F International Partners IV-A (Bermuda), L.P., H&F International Partners IV-B (Bermuda), L.P. and H&F Executive Fund IV, L.P. Exhibit 2: Stock Sale Agreement, dated March 3, 2003, between Trident II, L.P., Marsh & McLennan Employees' Securities Company, L.P., Marsh & McLennan Capital Professionals Fund, L.P. and Marsh & McLennan Risk Capital Holdings, Ltd. and Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. and Tinicum Partners, L.P. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 3, 2003 TRIDENT II, L.P. By: Trident Capital II, L.P., its sole general partner By: CD Trident II, LLC, a general partner By: /s/ David J. Wermuth -------------------------- Name: David J. Wermuth Title: Vice President MARSH & McLENNAN EMPLOYEES' SECURITIES COMPANY, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David J. Wermuth -------------------------- Name: David J. Wermuth Title: Assistant Secretary MARSH & McLENNAN CAPITAL PROFESSIONALS FUND, L.P. By: Marsh & McLennan GP I, Inc., its sole general partner By: /s/ David J. Wermuth -------------------------- Name: David J. Wermuth Title: Assistant Secretary TRIDENT CAPITAL II, L.P. By: CD Trident II, LLC, a general partner By: /s/ David J. Wermuth -------------------------- Name: David J. Wermuth Title: Vice President MARSH & McLENNAN GP I, INC. By: /s/ David J. Wermuth -------------------------- Name: David J. Wermuth Title: Assistant Secretary MARSH & McLENNAN RISK CAPITAL HOLDINGS, LTD. By: /s/ David J. Wermuth -------------------------- Name: David J. Wermuth Title: Assistant Secretary MARSH & McLENNAN COMPANIES, Inc. By: /s/ Gregory F. Van Gundy -------------------------- Name: Gregory F. Van Gundy Title: Secretary Exhibit Index Exhibit 1: Stock Sale Agreement, dated February 28, 2003, between Trident II, L.P., Marsh & McLennan Employees' Securities Company, L.P., Marsh & McLennan Capital Professionals Fund, L.P. and Marsh & McLennan Risk Capital Holdings, Ltd. and HFCP IV (Bermuda), L.P., H&F International Partners IV-A (Bermuda), L.P., H&F International Partners IV-B (Bermuda), L.P. and H&F Executive Fund IV, L.P. Exhibit 2: Stock Sale Agreement, dated March 3, 2003, between Trident II, L.P., Marsh & McLennan Employees' Securities Company, L.P., Marsh & McLennan Capital Professionals Fund, L.P. and Marsh & McLennan Risk Capital Holdings, Ltd. and Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P. and Tinicum Partners, L.P. End of Filing EX-99 2 ex_13d2-2003.txt EXHIBIT 2 (PURCHASE AND SALE OF SHARES)
FARALLON PARTNERS, LLC One Maritime Plaza Suite 1325 San Francisco, California 94111 March 3, 2003 To the Sellers listed on Schedule A, c/o MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Re: Purchase and Sale of Shares --------------------------- Ladies and Gentlemen: In consideration of the agreements and obligations contained in this letter agreement (this "Agreement"), the Buyers set forth on Schedule A ("Buyers," and each a "Buyer") and the sellers listed on Schedule B ("Sellers," and each, a "Seller") agree as follows: 1. Purchase and Sale. At the Closing, each Seller shall sell to the Buyers, and the Buyers shall purchase from such Seller, those Common Shares, par value $0.01 (the "Common Shares"), and those Series A Convertible Preference Shares, par value $0.01 (the "Preference Shares," and together with the Common Shares, the "Shares"), of Arch Capital Group Ltd., a Bermuda corporation (the "Company"), set forth opposite the name of such Seller on Schedule A, for an aggregate purchase price of $5,580,000 (the "Transaction," and such amount, the "Purchase Price"). Each Buyer shall purchase its pro rata share (set forth on Schedule A) of each type of share. The closing of the Transaction (the "Closing") shall take place at the offices of MMC Capital Inc., at 20 Horseneck Lane, Greenwich, CT 06830 at 10:00 a.m. on March 20, 2003 or such other date as the parties hereto may agree. At the Closing, (a) each Seller shall deliver (i) the Common Shares to the Buyers by delivery of a certificate or certificates representing the Common Shares, and (ii) the Preference Shares to the Buyers by delivery of a certificate or certificates representing the Preference Shares in each case in the amounts set forth opposite the name of such Seller on Schedule A, together with stock powers duly executed in blank or duly executed instruments of transfer, and (b) the Buyers shall deliver to the Sellers, via wire transfer of immediately available funds to such account or accounts as the Sellers shall designate in writing prior to the Closing, an amount equal to the Purchase Price. 2. Seller Representations and Warranties. Each Seller represents and warrants to the Buyers as follows: (a) That Seller is the sole record and beneficial owner of the Shares set forth opposite the name of such Seller on Schedule A, and at Closing, such Seller will deliver to the Buyers such Shares, free and clear of any lien or security interest of any kind whatsoever. (b) The Seller has not engaged in any general advertising or general solicitation in connection with the offer or sale of the Shares. (c) The Seller acquired each of the Preference Shares beneficially for its own account on November 20, 2001, and each of the Common Shares on April 19, 2002, upon cashless exercise of warrants ("Warrants") of the Company issued to the Seller by the Company on November 20, 2001, and Seller owned such Shares (and the Warrants until exercised) beneficially and for such Seller's own account at all times since such date through the date of this Agreement. (d) No Seller is nor has been (whether alone or together with others) for a period of at least two years preceding the date hereof, an affiliate (as such term is defined in Rule 144 promulgated under the Securities Act) of the Company. The Sellers collectively, have not for a period of at least two years immediately preceding the date hereof (i) beneficially owned an aggregate of more than 10% of the outstanding shares of capital stock of the Company, (ii) had a representative on, or the right to appoint a representative to, the board of directors of the Company, appointed an officer of any such Company or had any similar management rights with respect to any such Company, or (iii) had any contract, understanding, arrangement or relationship with the Company pursuant to which the Sellers could be deemed to "control" (within the meaning of the term "affiliate" under Rule 144 promulgated under the Securities Act) the Company. (e) Such Seller is duly organized, validly existing and in good standing under the laws of its organization, and has all necessary power and authority to enter into this Agreement and has taken all limited partnership action necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Seller and, assuming the due execution and delivery of this Agreement by the Sellers, is a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by laws affecting creditors' rights generally or by general equitable principles. (f) To Seller's knowledge, no consent, approval or authorization of any person is required to be made or obtained by any of the Sellers in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement such that if not obtained it would preclude the Closing. (g) Each Seller acknowledges that: (i) the Buyers may be in possession of material, nonpublic information regarding the Company, its financial condition, results of operations, business, properties, assets, liabilities, management, projections, reserves, appraisals and plans, proposals and prospects; (ii) such information may be materially adverse to such Seller's interests; and (iii) if such Seller were in possession of some or all of such information such Seller might not be willing to sell any or all of the Shares pursuant to the Transaction or would have a materially different view of the benefits of the Transaction. Each Seller also acknowledges and agrees that the Buyers shall have no obligation to disclose to such Seller any of the information referred to in the preceding sentence. Each Seller further acknowledges that such Seller has conducted its own investigation of and had access to, to the extent that such Seller has determined necessary or desirable, the information described in the first sentence of this paragraph. Each Seller hereby, on its own behalf and on behalf of its affiliates and its and their respective successors and assigns, irrevocably waives and renounces any and all claims of any nature whatsoever it may have or acquire against Buyer, its directors, officers, employees, representatives, or any of their respective affiliates and their respective heirs, successors and assigns, based on non-disclosure, deceptive trade practices, other laws or otherwise, and acknowledges that neither the Buyers nor any of their respective directors, officers, employees, representatives or any of their respective affiliates have made any representation or warranty, whether express or implied, of any kind or character in respect of or in connection with the Transaction, except as set forth in this Agreement. 3. Buyer Representations and Warranties. Each Buyer represents and warrants as follows: (a) The Buyers have and will have at Closing immediately available cash in the amount of the Purchase Price. (b) The Buyers acknowledge that Sellers are not transferring any rights Sellers may have under the terms of the Subscription Agreement, dated as of October 24, 2001, as amended, November 20, 2001 and January 3, 2002, pursuant to this Agreement. (c) Such Buyer is acquiring the shares for investment without a view to make a distribution in violation of applicable securities laws. (d) Such Buyer is duly organized, validly existing and in good standing under the laws of its organization, and has all necessary power and authority to enter into this Agreement and has taken all limited partnership action necessary to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Buyer and, assuming the due execution and delivery of this Agreement by the Sellers, is a legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms, except as limited by laws affecting creditors' rights generally or by general equitable principles. (e) To Buyer's knowledge, no consent, approval or authorization of any person is required to be made or obtained by any of the Buyers in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement such that if not obtained it would preclude the Closing. 4. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for principles of conflicts of laws. This Agreement shall inure solely to the benefit of and be binding upon the parties and their respective successors and assigns. (b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) This Agreement contains the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. (d) Sellers may reallocate among the Sellers the Common Shares and Preference Shares to be sold hereunder by each Seller provided that the total number of Common Shares and total number of Preference Shares shall be as set forth on Schedule B. * * * Please acknowledge your approval and acceptance of the matters contained in this letter by executing and dating this copy of the letter and returning it to our attention at the above address. An additional copy of this letter has been included for your records. Very truly yours, FARALLON CAPITAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. TINICUM PARTNERS, L.P. By: Farallon Partners, L.L.C., its General Partner By: ______________________________ Managing Member Accepted and agreed as of the date first written above: TRIDENT II, L.P., MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P., MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P., By: MMC Capital, Inc., in each case, as Manager, By: --------------------------------------- Name: David J. Wermuth Title: Principal and Legal Director Schedule A Buyers Buyer Percentage Shares Buyer Percentage Shares Preference Shares Common Shares 1. Farallon Capital Partners, L.P. 15.78 28,4000 19,829 8,571 2. Farallon Capital Institutional Partners, L.P. 1.83 3,300 2,304 996 3. Farallon Capital Institutional Partners II, L.P. 79.33 142,800 99,701 43,099 4. Farallon Capital Institutional Partners III, L.P. 1.83 3,300 2,304 996 5. Tinicum Partners, L.P. 1.22 2,200 1,536 664 ---------------- ----------------- ------------------ --------------- ---------------- ----------------- ------------------ --------------- 100.00 180,000 125,674 54,326 SCHEDULE B Stock Certificate / Preference Shares Common Shares Price ($31 per Share) -------------------- ----------------- ------------- --------------------- Account ------- - ------------------------------------------------------------------------------------------------------------------------------------ Trident II, L.P. ACP0061 125,674 $5,505,755 c/o Maples & Calder ACG2097 51,931 P.O. Box 309 ACP0021 Ugland House, South Church Street ACP0096 --------------------- George Town, Grand Cayman, Cayman Islands --------------------- Copy to: MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Attention: Richard A. Goldman - ------------------------------------------------------------------------------------------------------------------------------------ Marsh & McLennan Employees' Securities Company, L.P. ACP0058 $ 45,322 c/o Maples & Calder ACG2098 1,462 P.O. Box 309 ACP0022 Ugland House, South Church Street ACP0097 --------------------- George Town, Grand Cayman, Cayman Islands --------------------- Copy to: MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Attention: Richard A. Goldman - ------------------------------------------------------------------------------------------------------------------------------------ Marsh & McLennan Professionals Fund, L.P. ACP0062 $28,923 c/o Maples & Calder ACG2100 933 P.O. Box 309 ACP0023 Ugland House, South Church Street ACP0098 --------------------- George Town, Grand Cayman, Cayman Islands --------------------- Copy to: MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Attention: Richard A. Goldman - ------------------------------------------------------------------------------------------------------------------------------------ Total $5,580,000 =====================
EX-99 3 ex_13d3-2003.txt EXHIBIT 1 (PURCHASE AND SALE OF SHARES)
HFCP IV (BERMUDA), L.P. H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P. H&F INTERNATIONAL PARTNERS IV-B (BERMUDA), L.P. H&F EXECUTIVE FUND IV (BERMUDA), L.P. 41 Cedar Avenue Hamilton HM 12 Bermuda February 28, 2003 To the Sellers listed on Schedule A, c/o MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Re: Purchase and Sale of Shares --------------------------- Ladies and Gentlemen: In consideration of the agreements and obligations contained in this letter agreement (this "Agreement"), HFCP IV (Bermuda), L.P., H&F International Partners IV-A (Bermuda), L.P., H&F International Partners IV-B (Bermuda), L.P., H&F Executive Fund IV (Bermuda), L.P. ("Buyers," and each a "Buyer") and the sellers listed on Schedule A ("Sellers," and each, a "Seller") agree as follows: 1. Purchase and Sale. At the Closing, each Seller shall sell to the Buyers, and the Buyers shall purchase from such Seller, those Common Shares, par value $0.01 (the "Common Shares"), and those Series A Convertible Preference Shares, par value $0.01 (the "Preference Shares," and together with the Common Shares, the "Shares"), of Arch Capital Group Ltd., a Bermuda corporation (the "Company"), set forth opposite the name of such Seller on Schedule A, for an aggregate purchase price of $50,220,000 (the "Transaction," and such amount, the "Purchase Price"). The closing of the Transaction (the "Closing") shall take place at the offices of MMC Capital, Inc., at 20 Horseneck Lane, Greenwich, CT 06830 at 10:00 a.m. on March 20, 2003. At the Closing, (a) each Seller shall deliver to the Buyers a certificate or certificates representing the Shares set forth opposite the name of such Seller on Schedule A, together with stock powers duly executed in blank or duly executed instruments of transfer, and (b) the Buyers shall deliver to the Sellers, via wire transfer of immediately available funds to such account or accounts as the Sellers shall designate in writing prior to the Closing, an amount equal to the Purchase Price. 2. Representations and Warranties of Sellers. (a) Each Seller represents and warrants to the Buyers that such Seller is the sole record and beneficial owner of the Shares set forth opposite the name of such Seller on Schedule A, and at Closing, such Seller will deliver to the Buyers such Shares, free and clear of any lien or security interest of any kind whatsoever. (b) Each Seller has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the Transaction. The execution, delivery and performance of this Agreement by each Seller and the consummation by each Seller of the Transaction have been duly authorized by all necessary limited partnership action and no other proceedings on the part of such Seller are necessary to authorize this Agreement or to consummate the Transaction. This Agreement has been duly executed and delivered by each Seller and (assuming the due authorization, execution and delivery by each Buyer), constitutes the legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. (c) The execution, delivery and performance by each Seller of this Agreement and the consummation of the Transaction require no action by or in respect of, or filing with, any governmental body, agency or official. (d) Each Seller acknowledges that: (i) the Buyers may be in possession of material, nonpublic information regarding the Company, its financial condition, results of operations, business, properties, assets, liabilities, management, projections, reserves, appraisals and plans, proposals and prospects; (ii) such information may be materially adverse to such Seller's interests; and (iii) if such Seller were in possession of some or all of such information such Seller might not be willing to sell any or all of the Shares pursuant to the Transaction or would have a materially different view of the benefits of the Transaction. Each Seller also acknowledges and agrees that the Buyers shall have no obligation to disclose to such Seller any of the information referred to in the preceding sentence. Each Seller further acknowledges that such Seller has conducted its own investigation, to the extent that such Seller has determined necessary or desirable, regarding the information described in the first sentence of this paragraph. Each Seller hereby, on its own behalf and on behalf of its affiliates and its and their respective successors and assigns, irrevocably waives and renounces any and all claims of any nature whatsoever it may have or acquire against Buyer, its directors, officers, employees, representatives, or any of their respective affiliates and their respective heirs, successors and assigns, based on non-disclosure, deceptive trade practices, other laws or otherwise, and acknowledges that neither the Buyers nor any of their respective directors, officers, employees, representatives or any of their respective affiliates have made any representation or warranty, whether express or implied, of any kind or character in respect of or in connection with the Transaction, except as set forth in this Agreement. 3. Representations and Warranties of Buyers. (a) Each Buyer has all requisite power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the Transaction. The execution, delivery and performance of this Agreement by each Buyer and the consummation by each Buyer of the Transaction have been duly authorized by all necessary limited partnership action and no other proceedings on the part of such Buyer are necessary to authorize this Agreement or to consummate the Transaction. This Agreement has been duly executed and delivered by each Buyer and (assuming the due authorization, execution and delivery by each Buyer), constitutes the legal, valid and binding obligation of such Buyer enforceable against such Buyer in accordance with its terms. (b) The execution, delivery and performance by each Buyer of this Agreement and the consummation of the Transaction require no action by or in respect of, or filing with, any governmental body, agency or official other than filings with and approvals of applicable United States state insurance regulatory bodies. (c) The Buyers represent and warrant to Sellers that the Buyers have and will have at Closing immediately available cash in the amount of the Purchase Price. (d) The Buyers acknowledge that Sellers are not transferring any rights Sellers may have under the terms of the Subscription Agreement, dated as of October 24, 2001, as amended, November 20, 2001 and January 3, 2002, pursuant to this Agreement. 4. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard for principles of conflicts of laws. This Agreement shall inure solely to the benefit of and be binding upon the parties and their respective successors and assigns. (b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) This Agreement contains the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. * * * Please acknowledge your approval and acceptance of the matters contained in this letter by executing and dating this copy of the letter and returning it to our attention at the above address. An additional copy of this letter has been included for your records. Very truly yours, HFCP IV (BERMUDA), L.P., H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P., H&F INTERNATIONAL PARTNERS IV-B (BERMUDA), L.P., H&F EXECUTIVE FUND IV (BERMUDA), L.P., By: H&F Investors IV (Bermuda), L.P., its General Partner, By: H&F Corporate Investors IV (Bermuda) Ltd., its General Partner By: -------------------------------------------- Name: Title: Accepted and agreed as of the date first written above: TRIDENT II, L.P., MARSH & MCLENNAN CAPITAL PROFESSIONALS FUND, L.P., MARSH & MCLENNAN EMPLOYEES' SECURITIES COMPANY, L.P., By: MMC Capital, Inc., in each case, as Manager, By: --------------------------------------- Name: David J. Wermuth Title: Principal MARSH & MCLENNAN RISK CAPITAL HOLDINGS, LTD., By: --------------------------------------- Name: David J. Wermuth Title: Assistant Secretary
SCHEDULE A Stock Certificate / Preference Shares Common Shares Price ($31 per Share) -------------------- ----------------- ------------- --------------------- Account ------- - ------------------------------------------------------------------------------------------------------------------------------------ Trident II, L.P. ACP0061 903,277 $28,001,587 c/o Maples & Calder P.O. Box 309 ACP0021 38,029 1,178,899 Ugland House, South Church Street ACP0096 122,942 3,811,202 --------------------- George Town, Grand Cayman, Cayman Islands $32,991,688 --------------------- Copy to: MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Attention: Richard A. Goldman - ------------------------------------------------------------------------------------------------------------------------------------ Marsh & McLennan Employees' Securities Company, L.P. ACP0058 28,969 $ 898,039 c/o Maples & Calder P.O. Box 309 ACP0022 1,071 33,201 Ugland House, South Church Street ACP0097 3,461 107,291 --------------------- George Town, Grand Cayman, Cayman Islands $1,038,531 --------------------- Copy to: MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Attention: Richard A. Goldman - ------------------------------------------------------------------------------------------------------------------------------------ Marsh & McLennan Capital Professionals Fund, L.P. ACP0062 28,809 $893,079 c/o Maples & Calder ACG2100 521 16,151 P.O. Box 309 ACP0023 1,065 33,015 Ugland House, South Church Street ACP0098 3,442 106,702 --------------------- George Town, Grand Cayman, Cayman Islands $1,048,947 --------------------- Copy to: MMC Capital, Inc., as Manager 20 Horseneck Lane Greenwich, CT 06830 Attention: Richard A. Goldman - ------------------------------------------------------------------------------------------------------------------------------------ --------------------- Marsh & McLennan Risk Capital Holdings, Ltd. Merrill Lynch Account 488,414 $15,140,834 --------------------- 1166 Avenue of the Americas New York, NY 10036 Attention: Mark J. Dallara - ------------------------------------------------------------------------------------------------------------------------------------ Total $50,220,000 =====================
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