<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
[ ] Confidential for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
IPC HOLDINGS, LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
IPC HOLDINGS, LTD.
AMERICAN INTERNATIONAL BUILDING
29 RICHMOND ROAD
PEMBROKE HM 08 BERMUDA
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON JUNE 16, 2000
April 27, 2000
TO OUR SHAREHOLDERS:
The 2000 Annual General Meeting of IPC Holdings, Ltd. (the "Company") will
be held at 9:30 a.m., local time, on Friday, June 16, 2000 at the American
International Building, 29 Richmond Road, Pembroke, Bermuda, for the following
purposes:
To elect seven directors to hold office until the Company's next
Annual General Meeting or until their successors are elected or appointed
or their offices are otherwise vacated;
To act on a proposal to appoint Arthur Andersen as the Company's
independent accountants to serve until the Company's next Annual General
Meeting and to authorize the Audit Committee of the Company to set the
compensation of such independent accountants; and
To transact such other further business, if any, as lawfully may be
brought before the meeting.
Only shareholders of record, as shown by the transfer books of the Company,
at the close of business on April 5, 2000 are entitled to notice of, and to vote
at, the Annual General Meeting.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE, AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU
MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. FOR FURTHER
INFORMATION CONCERNING THE INDIVIDUALS NOMINATED AS DIRECTORS, USE OF THE PROXY
AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT.
By Order of the Board of Directors,
Dennis J. Higginbottom
Vice President & Secretary
<PAGE> 3
IPC HOLDINGS, LTD.
AMERICAN INTERNATIONAL BUILDING
29 RICHMOND ROAD
PEMBROKE HM 08 BERMUDA
April 27, 2000
PROXY STATEMENT
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
JUNE 16, 2000
GENERAL INFORMATION; VOTING AND REVOCATION OF PROXIES
The Board of Directors of IPC Holdings, Ltd. (the "Company") is soliciting
the enclosed proxy to be voted at the 2000 Annual General Meeting of the
Company's shareholders (the "Annual General Meeting") to be held at 9:30 a.m.,
local time, on Friday June 16, 2000 at the American International Building, 29
Richmond Road, Pembroke, Bermuda, and at any adjournments thereof. When the
enclosed proxy card is properly executed and returned, the common shares, par
value $0.01 per share, of the Company ("Common Shares") it represents will be
voted, subject to any direction to the contrary, at the Annual General Meeting
FOR the matters specified in the Notice of Annual General Meeting attached
hereto and described more fully herein.
This Proxy Statement, the attached Notice of Annual General Meeting and the
enclosed proxy card are first being mailed to shareholders on or about April 27,
2000. A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 accompanies this Proxy Statement.
Any shareholder giving a proxy may revoke it prior to its exercise by
providing the Secretary of the Company with written notice of revocation, by
voting in person at the Annual General Meeting or by executing a later-dated
proxy; provided, however, that the action is taken in sufficient time to permit
the necessary examination and tabulation of the subsequent proxy or revocation
before the vote is taken.
Shareholders of record, as shown by the transfer books of the Company, as
of the close of business on April 5, 2000 will be entitled to vote at the Annual
General Meeting. As of March 31, 2000 there were outstanding 25,033,932 Common
Shares entitled to vote at the Annual General Meeting, with each Common Share
entitling the holder of record on such date to one vote on a poll; provided,
however, if the number of "Controlled Shares" of any holder would constitute 10%
or more of the combined voting power of the issued Common Shares (such holder, a
"10% Shareholder"), such holder will have the voting rights attached to its
Common Shares reduced, in the manner provided in the Company's Bye-Laws (the
"Bye-Laws"), so that it may not exercise more than approximately 9.9% of the
total voting rights attached to the outstanding Common Shares. "Controlled
Shares" of any person refers to all Common Shares owned by such person, whether
(i) directly, (ii) with respect to persons who are United States persons, by
application of the attribution and constructive ownership rules of Section
958(a) and 958(b) of the U.S. Internal Revenue Code (the "Code") or (iii)
beneficially, directly or indirectly, within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder.
As of the date of this Proxy Statement, the Company is aware of only one
shareholder, American International Group, Inc. ("AIG"), which possesses
Controlled Shares requiring a reduction in its voting power to 9.9%; however,
the applicability of such provisions may have the effect of increasing another
shareholder's voting power to over 9.9%, thereby requiring a corresponding
reduction in such other shareholder's voting power. Because the applicability of
the voting power reduction provisions to any particular shareholder depends on
facts and circumstances that may be known only to the shareholder or related
persons, the Company requests that any holder of Common Shares (other than AIG)
with reason to believe that it is a 10% Shareholder within the meaning of the
Bye-Laws please contact the Company promptly so that the
<PAGE> 4
Company may determine whether the voting power of such holder's Common Shares
should be reduced. By submitting a proxy, a holder of Common Shares (other than
AIG) will be deemed to have confirmed that, to its knowledge, it is not, and is
not acting on behalf of, a 10% Shareholder. The directors of the Company are
empowered to require any shareholder to provide information as to that
shareholder's beneficial share ownership, the names of persons having beneficial
ownership of the shareholder's shares, relationships with other shareholders or
any other facts the directors may deem relevant to a determination of the number
of Controlled Shares attributable to any person. The directors may disregard the
votes attached to shares of any holder failing to respond to such a request or
submitting incomplete or untrue information. The directors retain certain
discretion to make such final adjustments as to the aggregate number of votes
attaching to the Common Shares of any shareholder that they consider fair and
reasonable in all the circumstances to ensure that no person will be a 10%
Shareholder at any time.
The quorum required at the Annual General Meeting is two or more persons
present in person and representing in person or by proxy more than 50% of the
outstanding Common Shares (without giving effect to the limitation on voting
rights described above).
At the Annual General Meeting, shareholders will be asked to elect the
seven director nominees set forth herein under the caption "Election of
Directors" to serve as directors of the Company until the Company's next Annual
General Meeting or until their successors are elected and qualified. Your Board
of Directors recommends, and if no instructions are provided in an executed
proxy it will constitute, a vote FOR the election of each such nominee. The
Common Shares are entitled to vote cumulatively in the election of directors
(resulting in each shareholder, including a shareholder holding Controlled
Shares (as defined above), being entitled to the number of votes that equals the
number of votes which (except for this provision as to cumulative voting) such
shareholder would be entitled to cast for the election of directors with respect
to its Common Shares multiplied by the number of directors to be elected, and
all votes entitled to be cast may be cast for one or more of the directors being
elected). Shareholders may (but need not) indicate the distribution of their
votes among the nominees in the space provided on the proxy card. Unless
otherwise indicated on the proxy card, the proxies will cumulate votes
represented by such proxy in their discretion, except to the extent that
authority so to cumulate votes is expressly withheld as to any one or more of
the nominees. Directors will be elected by a plurality vote, and an absolute
majority of the votes cast is not a prerequisite to election.
At the Annual General Meeting, shareholders will be asked to approve the
appointment of Arthur Andersen as the Company's independent accountants for the
fiscal year ending December 31, 2000. See "Appointment of Independent
Accountants". Your Board of Directors recommends, and if no instructions are
provided in an executed proxy it will constitute, a vote FOR the appointment of
Arthur Andersen to serve in such capacity. The appointment of Arthur Andersen
requires the affirmative vote of a majority of the votes cast at the Annual
General Meeting.
Abstentions and "broker non-votes" will be counted toward the presence of a
quorum at, but will not be considered votes cast on any proposal brought before,
the Annual General Meeting. Therefore, abstentions and "broker non-votes" will
have no effect on the outcome of any proposal.
A vote on a show of hands will be taken in the first instance on all
matters (other than the election of directors) properly brought before the
Annual General Meeting, unless a poll is requested in accordance with the
Bye-Laws. On a vote on a show of hands, every shareholder present in person and
every person holding a valid proxy will be entitled to one vote.
Other than the approval of the minutes of the 1999 Annual General Meeting,
the Company knows of no specific matter to be brought before the Annual General
Meeting which is not referred to in the attached Notice of Annual General
Meeting. If any such matter comes before the meeting, including any shareholder
proposal properly made, the proxies named on the enclosed proxy card will vote
proxies on such matters in their discretion.
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ELECTION OF DIRECTORS
(ITEM A ON PROXY CARD)
Seven directors are to be elected at the Annual General Meeting to hold
office until the next Annual General Meeting or until their respective
successors are elected or appointed or their office is otherwise vacated. All of
the nominees are currently members of your Board of Directors. YOUR BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED ON THE ENCLOSED
PROXY CARD. It is not expected that any of the nominees will become unavailable
for election as a director but, if any nominee should become unavailable prior
to the meeting, proxies will be voted for such persons as your Board of
Directors shall nominate.
The name, age, principal occupation and certain other information
concerning each nominee is set out below.
JOSEPH C.H. JOHNSON (age 62) has been Chairman of the Board of Directors of
the Company and its wholly-owned subsidiary, IPCRe Limited ("IPCRe" and,
together with the Company, "IPC"), since its inception and has been President
and Chief Executive Officer of American International Company Limited ("AICL")
in Bermuda since 1978. AICL is a wholly-owned subsidiary of AIG. Mr. Johnson is
also an officer and director of various other subsidiaries and affiliates of
AIG.
JOHN P. DOWLING (age 55) has been President and Chief Executive Officer of
the Company and IPCRe since February 1994, and a director of the Company and
IPCRe since February 15, 1996. From December 1990 to February 1994, Mr. Dowling
was a director of Eagle Star Insurance Co. Ltd.
RUSSELL S. FISHER (age 52) has been a director of the Company and IPCRe
since June 1998. Mr. Fisher has been a Senior Vice President and Manager, Treaty
Underwriting of General Reinsurance Corporation ("General Re") since 1985,
having previously held other positions with General Re since 1977.
DR. THE HONOURABLE CLARENCE ELDRIDGE JAMES (age 68) has been a director of
the Company and IPCRe since February 1996. Dr. James has been Chairman,
Government Employees Health Insurance Committee, since 1990 and was Chief of
Staff of the Bermuda Hospitals Board from 1995 until March 1998, when he retired
from that position. From 1984 to 1989, Dr. James served as Minister of Finance
of Bermuda.
FRANK MUTCH (age 63) has been a director of the Company and IPCRe since
February 1996 and, since March 1994, has been a consultant with the law firm of
Conyers, Dill & Pearman. From 1981 to 1994, Mr. Mutch served as a partner of
Conyers, Dill & Pearman.
ANTHONY MACLEOD PILLING (age 61) has been a director of the Company and
IPCRe since June 1998. Mr. Pilling has been President of One North (Bermuda)
Ltd, which provides management and advisory services to companies and
individuals, since 1991. From 1972-1991, Mr. Pilling practiced law with firms in
Toronto, Calgary, and Vancouver, Canada.
JOHN T. SCHMIDT (age 58) has been a director of the Company and IPCRe in
1993, from July 1994 to July 1995 and from February 1996 to the present. Mr.
Schmidt is a former partner of the law firm of Shearman & Sterling in New York,
having retired from the firm in 1993.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1999, there were four meetings of your
Board of Directors (including regularly scheduled and special meetings). All
incumbent directors attended at least 75% of the aggregate of such meetings and
of the meetings held by all committees of your Board of Directors of which they
were a member.
Your Board of Directors has established five standing committees: the Audit
Committee, the Compensation Committee, the Executive Committee, the Investment
Committee and the Stock Option and Stock Purchase Committee.
AUDIT COMMITTEE. During 1999, the Audit Committee consisted of Messrs.
Johnson, Fisher and Schmidt. The Audit Committee is responsible for meeting with
the Company's independent accountants
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regarding, among other issues, audits and adequacy of the Company's accounting
and control systems. The Audit Committee held one meeting during the year ended
December 31, 1999.
COMPENSATION COMMITTEE. During 1999, the Compensation Committee consisted
of Messrs. Johnson, James and Mutch. The Compensation Committee has the
authority to establish compensation policies and recommend compensation programs
to the Board of Directors other than those programs that are within the province
of the Stock Option and Stock Purchase Committee. The Compensation Committee
held one meeting during the year ended December 31, 1999.
EXECUTIVE COMMITTEE. During 1999, the Executive Committee consisted of
Messrs. Johnson, Dowling and Mutch. The Executive Committee has the authority to
oversee the general business and affairs of the Company to the fullest extent
permitted by Bermuda law. The Executive Committee held twelve meetings during
the year ended December 31, 1999.
INVESTMENT COMMITTEE. During 1999, the Investment Committee consisted of
Messrs. Johnson, Pilling and Schmidt. The Investment Committee is responsible
for recommending asset allocations to the Board of Directors, approving the
guidelines which provide standards to ensure portfolio liquidity and safety, and
approving investment managers and custodians for portfolio assets. The
Investment Committee held four meetings during the year ended December 31, 1999.
STOCK OPTION AND STOCK PURCHASE COMMITTEE. During 1999, the Stock Option
and Stock Purchase Committee consisted of Messrs. James, Mutch and Schmidt. The
Stock Option and Stock Purchase Committee administers and grants awards under
any stock option plans and incentive compensation plans of the Company. The
Stock Option and Stock Purchase Committee held one meeting during the year ended
December 31, 1999.
DIRECTOR COMPENSATION
During the year ended December 31, 1999, the Company compensated directors
(other than Mr. Fisher and any director who was an employee of the Company or
IPCRe) in the amount of $12,000 per year and an additional $1,000 per meeting of
your Board of Directors or any committee thereof, other than the Executive
Committee, for which such directors were compensated in the amount of $500 per
meeting, attended by such director. The Company also reimbursed expenses
incurred by directors in connection with their service on your Board of
Directors. Fees otherwise payable to Mr. Fisher were paid to General Re for Mr.
Fisher's services as a director. In addition to the fees otherwise paid under
the Administrative Services Agreement (as defined herein), the Company paid
$50,000 per year to AICL for Mr. Johnson's services as Chairman of your Board of
Directors in 1999.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following descriptions summarize certain relationships and the terms of
certain agreements of IPC. Such summaries of agreements do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the relevant agreements. A copy of each such
agreement has been previously filed with the Securities and Exchange Commission
(the "Commission") and is listed as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1999, a copy of which will be provided
upon request. See "Additional Information."
OVERVIEW
IPC commenced operations in July 1993 through the sponsorship of AIG, a
holding company incorporated in Delaware which through its subsidiaries is
primarily engaged in a broad range of insurance and insurance-related activities
and financial services in the United States and abroad. AIG purchased 24.4% of
the initial share capital of the Company and an option (exercisable in specified
circumstances) to obtain up to an additional 10% (on a fully diluted basis,
excluding employee stock options) of the share capital of the Company (the "AIG
Option"). Since IPC's formation, subsidiaries of AIG have provided
administrative, investment management and custodial services to IPC, and certain
of IPC's officers are also officers of subsidiaries and affiliates of AIG. In
addition, the Chairman of your Board of Directors is an officer and director of
several AIG affiliates and subsidiaries. AIG has informed the Company that AIG
presently intends to continue its share ownership in the Company for the
foreseeable future. For a description of AIG's direct Common Share ownership and
of the AIG Option, see "Beneficial Ownership of Common Shares".
CERTAIN BUSINESS RELATIONSHIPS
ADMINISTRATIVE SERVICES. IPC's day-to-day administrative services are
performed by AICL, a wholly-owned subsidiary of AIG, pursuant to an
administrative services agreement (the "Administrative Services Agreement").
Services and facilities provided pursuant to the Administrative Services
Agreement include tax, legal and accounting services, office space in Bermuda,
electronic data services and other services required by IPC in the ordinary
course of business. Fees payable for such administrative services totaled $2.5
million for the year ended December 31, 1999. In addition to such fees, IPC pays
$50,000 per year to AICL for Mr. Johnson's services as Chairman of your Board of
Directors. Mr. Johnson is President and Chief Executive Officer of AICL.
INVESTMENT ADVISORY SERVICES. AIG Global Investment Corp. (Ireland) Ltd.
("AIGIC"), an indirect wholly-owned subsidiary of AIG, provides investment
advisory services to IPC. AIGIC manages IPC's entire investment portfolio,
subject to IPC's investment guidelines, pursuant to an investment advisory
agreement (the "Investment Advisory Agreement"). The advisory fee totaled $1.2
million for the year ended December 31, 1999. The performance of AIGIC under the
Investment Advisory Agreement is reviewed periodically by your Board of
Directors. AIGIC has entered into a Sub-Advisory Agreement with AIG Global
Investment Corp. Ltd. (Europe) ("AIGIC (Europe)"), an indirect wholly-owned
subsidiary of AIG, pursuant to which AIGIC (Europe) advises AIGIC on the
management of IPC's investment portfolio.
CUSTODIAL SERVICES. AIG Global Investment Trust Services Limited, an
indirect wholly-owned subsidiary of AIG based in Ireland, provides custodial
services to IPC pursuant to a custodial agreement (the "Custodial Agreement").
Fees incurred under the Custodial Agreement were $370,000 for the year ended
December 31, 1999.
REGISTRATION RIGHTS
Pursuant to an agreement executed prior to the closing of the Company's
initial public offering in March 1996 (the "Offering"), the Company agreed to
provide certain original shareholders and AIG as holder of the AIG Option with
registration rights for Common Shares held by them and certain of their
affiliates at the time of the Offering and not sold pursuant to a registration
statement or Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act") (or obtainable pursuant to the AIG Option). Under this
agreement, AIG has the right to require the Company, on two occasions, to
register Common
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Shares, including shares obtainable through the AIG Option, under the Securities
Act for sale in the public market, in an underwritten offering, in block trades
from time to time or otherwise; provided, however, that the total number of
Common Shares requested to be registered pursuant to any such demand must equal
or exceed 2,500,000 and any other Rightholder (including General Re Corporation)
will have the right to participate in such registration on a second-priority
basis subject to a customary underwriter's reduction. The Company may include
other Common Shares in any such demand registration on a third-priority basis
subject to a customary underwriter's reduction. If the Company proposes to file
a registration statement covering Common Shares at any time, each of certain
remaining original shareholders will have one right to include Common Shares
held by it (or obtainable pursuant to the AIG Option) in the registration, in
each case on a first-priority basis with any shareholders and on a
second-priority basis with the Company, pro-rata according to the relevant
respective holdings and subject to a customary underwriter's reduction. The
Company has agreed to indemnify each of certain remaining original shareholders
in respect of certain liabilities, including civil liabilities under the
Securities Act, and to pay certain expenses relating to such registrations. The
agreement terminates on June 29, 2003.
TRANSACTIONS IN ORDINARY COURSE OF BUSINESS WITH SHAREHOLDERS
IPC has assumed premiums from, and paid brokerage fees to, companies
affiliated with shareholders of the Company. Premiums assumed from subsidiaries
of AIG and of General Re Corporation were approximately $7.3 million and $1.5
million, respectively, for the year ended December 31, 1999. Premiums ceded to a
subsidiary of AIG during the same period were $382,000. In addition, during the
same period, the Company paid brokerage fees and commissions to Herbert Clough,
Inc. of approximately $467,000. Herbert Clough is a wholly-owned subsidiary of
General Re Corporation (which beneficially owned 1,250,000 Common Shares during
the year ended December 31, 1999). All brokerage transactions are entered into
on an arm's-length basis.
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BENEFICIAL OWNERSHIP OF COMMON SHARES
The table below sets forth certain information as of April 5, 2000 (unless
otherwise specified) with respect to the beneficial ownership of Common Shares
by each person who is known to the Company to own beneficially more than 5% of
the outstanding Common Shares, each person currently serving as a director of
the Company, each nominee for director, the Chief Executive Officer, each of the
four most highly compensated executive officers of the Company other than the
Chief Executive Officer (the "Named Executive Officers") and all directors and
executive officers as a group.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP(1)
------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------------------------ ---------- --------
<S> <C> <C>
HOLDERS OF MORE THAN FIVE PERCENT
American International Group, Inc........................... 6,100,000(2) 24.4%
70 Pine Street
New York, New York 10270
FMR Corp.................................................... 2,503,000(3) 9.9%
82 Devonshire Street
Boston, Massachusetts 02109
Wellington Management Company, LLP.......................... 2,305,100(4) 9.2%
75 State Street
Boston, Massachusetts 02109
Vanguard/Windsor Fund, Inc.................................. 1,649,800(5) 6.6%
Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600
Perkins, Wolf, McDonnell & Company.......................... 1,372,650(6) 5.3%
53 W. Jackson Blvd.,
Suite 722
Chicago, IL 60604
OFFICERS AND DIRECTORS
John P. Dowling............................................. 38,382(7) *
Joseph C.H. Johnson......................................... -- *
Russell S. Fisher........................................... --(8) *
Dr. the Honourable Clarence Eldridge James.................. -- *
Frank Mutch................................................. 1,000 *
Anthony MacLeod Pilling..................................... -- *
John T. Schmidt............................................. 1,000 *
James P. Bryce.............................................. 36,767(9) *
Peter J.A. Cozens........................................... 22,555(10) *
Dennis J. Higginbottom...................................... 10,199(11) *
Stephen F. Fallon........................................... 2,875(12) *
All directors and executive officers as a group............. 121,003 *
</TABLE>
- ---------------
* Less than 1% of the outstanding Common Shares
(1) In accordance with the rules of the Securities and Exchange Commission, a
person is deemed to have "beneficial ownership" of Common Shares which such
person has the rights to acquire within 60 days. For purposes of
calculating percent ownership, each person's holdings have been calculated
assuming full exercise of outstanding options exercisable by such person
within 60 days, but not the exercise of options held by any other person.
(2) Reflects information reported in Amendment No. 2 to a Schedule 13D, dated
June 4, 1996, and excludes Common Shares subject to the AIG Option. The AIG
Option entitles AIG to purchase up to 2,775,000 Common Shares at an
exercise price of $12.7746 per share. The option is exercisable once in
whole or in part only on the earlier of (A) on or about June 29, 2003 (as
provided in the next sentence), or any of June 29, 2001, December 29, 2001,
June 29, 2002 or December 29, 2002; provided, however,
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that the option is exercisable on any such date only if the book value per
share on such date is at least 175% of the exercise price per share on such
date; or (B)(i) a subsequent registration of Common Shares under the
Securities Act in connection with a primary or secondary distribution
(other than at the sole request of AIG) or (ii) an amalgamation or merger
of the Company (in which the Company is not the surviving entity) or the
sale, transfer or lease of substantially all the assets of the Company
(other than in connection with a re-incorporation). In the event the AIG
Option is exercised pursuant to clause (A) of the preceding sentence and
the closing of the resale of the Common Shares to be delivered upon
exercise thereof (pursuant to a registration statement prepared in
accordance with the Registration Rights Agreement described above) is not
effected precisely on the applicable date specified in (A) above, exercise
of the AIG Option shall be effective only immediately prior to, and
contingent upon, the closing of the public offering to which the requested
registration relates. If notice of exercise is not made on or prior to June
29, 2003, the option expires. The option has customary antidilution
provisions. AIG has agreed with the Company that it will dispose of any
shares obtained pursuant to exercise of the AIG Option that results in AIG
becoming a "United States 25% Shareholder" within 29 days of exercise of
the AIG Option. The AIG Option provides that it may be transferred by AIG
(i) in the event of an amalgamation of the Company with or merger of the
Company into another person, or a sale, transfer or lease of all or
substantially all the assets of the Company to another person, provided,
that such transfer is to a person which is a shareholder, partner or other
affiliated person of the person entering into such transaction with the
Company or (ii) at any time on or after March 13, 1998 to up to three
institutional investors, subject to certain conditions set forth therein.
Any Common Shares obtained by AIG pursuant to exercise of the AIG Option
would be subject (like other Common Shares held by AIG) to reduction of
voting power as described under the caption "General Information; Voting
and Revocation of Proxies". Mr. Johnson, the Chairman of the Board of
Directors of the Company and IPCRe, is the President and Chief Executive
Officer of AICL and an officer and director of various other AIG
subsidiaries and affiliates.
(3) Reflects information reported in a Schedule 13G filing dated February 11,
2000.
(4) Reflects information reported in a Schedule 13G filing dated February 11,
2000. Wellington Management Company LLP is an investment adviser; one of
its clients is Vanguard/Windsor Fund, Inc.
(5) Reflects information reported in a Schedule 13G filing dated February 8,
2000.
(6) Reflects information reported in a Schedule 13G filing dated February 11,
2000.
(7) Includes 32,359 Common Shares issuable upon the exercise of options.
(8) Mr. Fisher is a Senior Vice President of General Re. The parent of General
Re, General Re Corporation, owns 1,250,000 Common Shares (5.0%).
(9) Includes 100 Common Shares that are held by the IRA trustee for Mr. Bryce's
wife, for which Mr. Bryce disclaims beneficial ownership, and 19,844 Common
Shares issuable upon the exercise of options.
(10) Includes 13,124 Common Shares issuable upon the exercise of options.
(11) Includes 8,219 Common Shares issuable upon the exercise of options.
(12) Includes 2,875 Common Shares issuable upon the exercise of options.
EXECUTIVE OFFICERS
The executive officers of the Company and IPCRe are elected by and serve at
the discretion of your Board of Directors. The name, age, principal occupation
and certain other information regarding the executive officers of the Company
and IPCRe as of December 31, 1999 were as follows:
JOHN P. DOWLING (age 55) has been President and Chief Executive Officer of
the Company and IPCRe since February 1994 and a Director of the Company and
IPCRe since February 15, 1996. From December 1990 to February 1994, Mr. Dowling
was a Director of Eagle Star Insurance Co. Ltd. Mr. Dowling has
8
<PAGE> 11
34 years of insurance experience in the United Kingdom, the United States and
Ireland, with 10 years as chief executive for Eagle Star Reinsurance Company
Limited (and predecessor operations) of the United Kingdom.
JAMES P. BRYCE (age 51) has been Senior Vice President of the Company since
July 1996 and has been Senior Vice President -- Underwriting (Chief Underwriting
Officer) of IPCRe since its inception. Between November 1992 and June 1993, Mr.
Bryce was a Vice President in the Reinsurance Division of AIG Europe (UK)
Limited in London; between December 1990 and November 1992, Mr. Bryce was Far
East Regional Manager for Transatlantic Reinsurance Company (Hong Kong). From
July 1985 to November 1990, Mr. Bryce was Far East Regional Manager for
Transatlantic Reinsurance Company (Tokyo), and from July 1985 to July 1993, Mr.
Bryce served as a Director of AIG Reinsurance Services Limited (Hong Kong).
PETER J.A. COZENS (age 52) has been Vice President -- Underwriting of IPCRe
since March 1995. From June 1993 to March 1995 Mr. Cozens was the London
representative of IPC. Mr. Cozens previously served from September 1981 to May
1993 as Group Non-Marine Underwriter of the English & American Group, and from
August 1963 to August 1981 with the Sir Philip D'Ambrumenil Syndicate at
Lloyd's, where his responsibilities were those of Deputy Treaty Underwriter.
STEPHEN F. FALLON (age 43) has been Vice President -- Underwriting of IPCRe
since October 1997. From June 1996 through October 1997 Mr. Fallon was a Senior
Vice President of Folksamerica Reinsurance Company, and from November 1985 to
June 1996 Mr. Fallon was a Senior Vice President and Director of Christiana
General Insurance Corporation of New York.
DENNIS J. HIGGINBOTTOM (age 51) was appointed Vice President and Secretary
of the Company and IPCRe in December 1995. From October 1983 to December 1990,
Mr. Higginbottom was Vice President and Director of AICL, and from December 1990
to December 1995, Mr. Higginbottom was Senior Vice President and Director of
AICL.
JOHN R. WEALE (age 41) was appointed Vice President and Chief Financial
Officer of the Company and IPCRe in July 1996. Prior to joining IPCRe, Mr. Weale
spent over 13 years with AICL in Bermuda, serving in a variety of positions, the
most recent being Vice President -- Offshore Management Services.
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth, in summary form, compensation for all
services rendered in all capacities to the Company and IPCRe for the year ended
December 31, 1999 by the Chief Executive Officer of the Company and IPCRe and by
the Named Executive Officers. Unless otherwise indicated, positions listed in
the table set forth below are held with both the Company and IPCRe.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------------- ----------------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
NAMES AND PRINCIPAL POSITION YEAR $ $ $ # $
- ---------------------------- ------ ------- ------- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
John P. Dowling.................... 1999 475,000 150,000(2) 103,453 13,000 23,750(3)
President & Chief 1998 425,000 300,000(2) 79,096 12,000 21,250(3)
Executive Officer 1997 375,000 260,000(2) 88,816 10,000 18,750(3)
James P. Bryce..................... 1999 274,800 95,000(2) 137,682 11,000 13,740(4)
Senior Vice President & Senior Vice 1998 256,800 190,000(2) 142,093 10,000 12,840(4)
Vice President -- Underwriting of 1997 240,000 170,000(2) 158,837 8,000 9,500(4)
IPCRe
Peter J.A. Cozens.................. 1999 202,300 70,000(2) 121,894 6,875 0
Vice President -- Underwriting of 1998 190,800 140,000(2) 143,057 6,250 0
IPCRe
1997 180,000 120,000(2) 176,295 5,000 0
Stephen F. Fallon(5)............... 1999 171,500 60,000(2) 123,477 4,000 8,575(3)
Vice President -- Underwriting of 1998 160,000 120,000(2) 115,263 3,750 9,200(3)
IPCRe
1997 29,767 0 17,561 0 0
Dennis J. Higginbottom............. 1999 136,800 35,000(2) 104,245 4,000 0
Vice President & Secretary 1998 128,400 70,000(2) 56,774 3,750 0
1997 120,000 60,000(2) 56,515 2,500 0
</TABLE>
- ---------------
(1) Other annual compensation for the year ended December 31, 1999 includes
amounts in respect of reimbursement for certain travel expenses, property
management, utilities, club dues, cost of living allowances, education
expenses (with respect to Messrs. Fallon and Higginbottom only), and also
includes housing expenses of $58,517, $80,168, $94,226, $85,211 and $57,903
for Messrs. Dowling, Bryce, Cozens, Fallon and Higginbottom, respectively.
(2) 50% of the amount shown is deferred and vests at a rate of 25% on December
31st of each of the first through fourth years following the year of the
grant. Portions of the grant not vested may be subject to forfeiture under
certain conditions.
(3) Represents Company contributions to the IPCRe Defined Contribution
Retirement Plan. See "Executive Compensation -- Pension Benefits".
(4) Represents contributions by the Company pursuant to a deferred compensation
agreement. See "Executive Compensation -- Pension Benefits".
(5) Mr. Fallon joined IPCRe as Vice President -- Underwriting on October 25,
1997. Prior to joining IPCRe, Mr. Fallon was employed by Folksamerica Re,
New York.
10
<PAGE> 13
STOCK OPTION PLAN
The following table sets forth information concerning awards of stock
options under the Company's Stock Option Plan made to the Company's Chief
Executive Officer and to the Named Executive Officers during the year ended
December 31, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATE OF
COMMON PERCENT OF COMMON SHARE PRICE
SHARES TOTAL OPTIONS APPRECIATION FOR OPTION
UNDERLYING AWARDED TO EXERCISE OR TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED FISCAL 1998 PER SHARE DATE(1) 5% 10%
- ---- ---------- ------------- ----------- --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John P. Dowling........... 13,000 21.0% $22.8125 January 4, 2009 $186,507 $472,644
James P. Bryce............ 11,000 17.8% $22.8125 January 4, 2009 157,813 399,930
Peter J.A. Cozens......... 6,875 11.1% $22.8125 January 4, 2009 98,633 249,956
Stephen F. Fallon......... 4,000 6.5% $22.8125 January 4, 2009 57,387 145,429
Dennis J. Higginbottom.... 4,000 6.5% $22.8125 January 4, 2009 57,387 145,429
</TABLE>
- ---------------
(1) The options listed above were granted on January 4, 1999. All options vest
at a rate of 25% on each of the first through fourth anniversaries of the
date of grant for as long as the employee remains employed by the Company.
All options become exercisable once vested.
The following table sets forth information concerning the number of
unexpired stock options outstanding at December 31, 1999 and the value of any
unexercised in-the-money stock options at such time held by the Chief Executive
Officer of the Company and by the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF
OPTIONS AT FISCAL UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE YEAR-END EXERCISABLE/ OPTIONS AT FISCAL YEAR-END
NAME ON EXERCISE REALIZED UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---- --------------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
John P. Dowling.............. 0 $0 32,359/18,250 $0/0
James P. Bryce............... 0 $0 19,844/15,250 $0/0
Peter J.A. Cozens............ 0 $0 13,124/9,532 $0/0
Stephen Fallon............... 0 $0 2,875/4,875 $0/0
Dennis J. Higginbottom....... 0 $0 8,219/5,500 $0/0
</TABLE>
- ---------------
(1) Aggregate market value based on the closing sale price of Common Shares of
$14.875 on December 31, 1999 less the aggregate exercise price.
PENSION BENEFITS
MR. BRYCE. Pursuant to an individual pension arrangement with IPCRe, Mr.
Bryce is entitled to a lifetime annual supplemental benefit, payable monthly,
commencing upon his attaining age 65, equal to 0.925% of covered compensation
plus 1.425% of average final compensation in excess of covered compensation
multiplied by his years of credited service from April 1, 1985 (the date from
which Mr. Bryce's credited service had previously been calculated under the AIG
Retirement Plan in which he participated until December 1, 1995). Covered
compensation is equal to 150% of the average of the Social Security taxable wage
bases in effect for each calendar year during the 35 year period ending with the
last day of the calendar year in which Mr. Bryce will attain Social Security
retirement age (currently age 65). At December 31, 1999, Mr. Bryce's covered
compensation was $72,600. Covered compensation pursuant to Mr. Bryce's pension
arrangement with IPCRe increases each year as Social Security taxable wage bases
increase. Average final compensation is defined as his highest average base pay
for any three consecutive years in the 10 year period prior to his attaining age
65. Mr. Bryce had 14.75 years of credited service at December 31, 1999.
11
<PAGE> 14
The following table shows the estimated annual retirement benefits that
would be payable to Mr. Bryce assuming normal retirement (age 65). Benefits
under this plan will also be reduced by $17,941 of annual benefits Mr. Bryce
will receive under the AIG Retirement Plan referred to above (but not by amounts
received under the deferred compensation arrangement described in the next
paragraph).
BRYCE PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
--------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000.......................... $ 21,274 $ 28,365 $ 35,456 $ 42,548 $ 49,639
150,000.......................... 26,618 35,490 44,363 53,235 62,108
175,000.......................... 31,961 42,615 53,269 63,923 74,576
200,000.......................... 37,305 49,740 62,175 74,610 87,045
225,000.......................... 42,649 56,865 71,081 85,298 99,514
250,000.......................... 47,993 63,990 79,988 95,985 111,983
300,000.......................... 58,680 78,240 97,800 117,360 136,920
400,000.......................... 80,055 106,740 133,425 160,110 186,795
450,000.......................... 90,743 120,990 151,238 181,485 211,733
500,000.......................... 101,430 135,240 169,050 202,860 236,670
</TABLE>
Mr. Bryce has also entered into a deferred compensation arrangement with
IPCRe pursuant to which Mr. Bryce may defer a portion of his salary and IPCRe
will contribute a matching amount equal to the lesser of 5% of his salary or the
maximum allowable deferral permitted by Section 402(g) of the Code with respect
to plans established under Section 401(k).
MR. COZENS. Pursuant to an individual pension arrangement with IPCRe, Mr.
Cozens is entitled to a lifetime annual benefit, payable monthly, commencing
upon his attaining age 65. The annual amount of such benefit will equal 1.67% of
Mr. Cozens' base pay for the twelve months prior to his attaining age 65
multiplied by his years of credited service from March 1, 1995. Compensation
under Mr. Cozens' pension arrangement only includes base pay. Mr. Cozens had
4.75 years of credited service at December 31, 1999.
The following table shows the estimated annual retirement benefits that
would be payable to Mr. Cozens assuming normal retirement (age 65). There will
be no offset applied against the benefit amount.
COZENS PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
--------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000.......................... $ 31,313 $ 41,750 $ 52,188 $ 62,625 $ 73,063
150,000.......................... 37,575 50,100 62,625 75,150 87,675
175,000.......................... 43,838 58,450 73,063 87,675 102,288
200,000.......................... 50,100 66,800 83,500 100,200 116,900
225,000.......................... 56,363 75,150 93,938 112,725 131,513
250,000.......................... 62,625 83,500 104,375 125,250 146,125
300,000.......................... 75,150 100,200 125,250 150,300 175,350
400,000.......................... 100,200 133,600 167,000 200,400 233,800
450,000.......................... 112,725 150,300 187,875 225,450 263,025
500,000.......................... 125,250 167,000 208,750 250,500 292,250
</TABLE>
MR. HIGGINBOTTOM. Pursuant to an individual pension arrangement with
IPCRe, Mr. Higginbottom is entitled to a lifetime annual supplemental benefit,
payable monthly, commencing upon his attaining age 65, equal to 1.75% of average
base pay (defined as his highest average base pay for any three consecutive
years in the 10 year period prior to his attaining age 65) multiplied by his
years of credited service from April 1, 1980 (the date from which Mr.
Higginbottom's credited service had previously been calculated under the
American International Overseas Pension Plan (the "AIO Plan") in which Mr.
Higginbottom participated until December 31, 1995). Compensation under Mr.
Higginbottom's pension arrangement only includes base pay. Mr. Higginbottom had
19.75 years of credited service at December 31, 1999. The following table shows
the estimated annual retirement benefits that would be payable to Mr.
Higginbottom assuming normal retirement
12
<PAGE> 15
(age 65). There will be no offset applied against the benefit amount unless Mr.
Higginbottom becomes entitled to benefits under a governmental system (which, at
present, he is not), except that benefits under this plan will be reduced by
$22,365 of annual benefits that Mr. Higginbottom will receive under the AIO Plan
referred to above.
HIGGINBOTTOM PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
--------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000.......................... $ 32,813 $ 43,750 $ 54,688 $ 65,625 $ 76,563
150,000.......................... 39,375 52,500 65,625 78,750 91,875
175,000.......................... 45,938 61,250 76,563 91,875 107,188
200,000.......................... 52,500 70,000 87,500 105,000 122,500
225,000.......................... 59,063 78,750 98,438 118,125 137,813
250,000.......................... 65,625 87,500 109,375 131,250 153,125
300,000.......................... 78,750 105,000 131,250 157,500 183,750
400,000.......................... 105,000 140,000 175,000 210,000 245,000
450,000.......................... 118,125 157,500 196,875 236,250 275,625
500,000.......................... 131,250 175,000 218,750 262,500 306,250
</TABLE>
DEFINED CONTRIBUTION RETIREMENT PLAN. From December 1, 1995, Mr. Dowling
has been eligible to participate in the IPCRe Defined Contribution Retirement
Plan. Mr. Fallon has been eligible to participate in this plan since May 1,
1998. Pursuant to this plan, which is not intended to qualify for tax-favoured
treatment under the U.S. Internal Revenue Code, each participant defers 5% of
his salary (as determined each year) and IPCRe contributes a matching amount.
Amounts contributed pursuant to the plan are invested, among the investment
options available thereunder, at the discretion of the employee. Participants
are fully vested at all times in both their own and the Company's contributions
on their behalf to the plan. Participants may begin to receive distributions
from their accounts upon regular retirement at age 65, early retirement at age
55 or thereafter (at the election of the member employee), death or disability
(as defined in the plan).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of your Board of Directors has responsibility
for determining the compensation of the Company's officers. None of the members
of the Compensation Committee was an employee of the Company. Mr. Johnson is
President and Chief Executive Officer of AICL. Pursuant to the Administrative
Services Agreement, IPC paid fees to AICL of $2.5 million and $3.0 million,
respectively, for the years ended December 31, 1999 and 1998 for administrative
and other services as described herein. In addition to such fees, the Company
pays $50,000 per year to AICL for Mr. Johnson's services as Chairman of your
Board of Directors.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of your Board of Directors is comprised solely
of non-employee directors. The Compensation Committee has responsibility for
developing and implementing the Company's compensation policy for senior
management, and for determining the compensation for the executive officers of
the Company.
The Company's compensation program is structured to support the human
resources requirements of its business. The Company seeks to attract and retain
qualified executives who are creative, motivated and dedicated. With respect to
its executive officers, the Company competes with reinsurance companies world-
wide, although primarily with companies based in North America and the United
Kingdom.
Each executive's total compensation is generally comprised of four
components: base salary, certain expense allowances, annual bonus awards and
stock option awards. The objectives of the Compensation Committee in determining
the amount of cash compensation for each executive officer are to provide a
level of base salary which will allow the Company to attract and retain
experienced and talented personnel, and to align the executive officers'
interest with the success of the Company through the payment of a bonus based on
13
<PAGE> 16
individual performance and the performance of the Company. The Compensation
Committee also takes into account the awards, if any, made by the Stock Option
and Stock Purchase Committee.
The Compensation Committee did not apply any specific formula but
considered generally the compensation practices of other reinsurers through a
review of public information and surveys. The Compensation Committee's
deliberations were made in light of the Company's financial performance, the
maintenance of the A+ (Superior) rating from A.M. Best Company, the maintenance
of the A+ rating from Standard and Poor's, and the level of competitive activity
for the services of experienced and talented people in the reinsurance industry.
The Compensation Committee believes that the continued financial success of
the Company has been largely attributable to the performance and leadership of
senior management. Accordingly, the Company's President and Chief Executive
Officer, John P. Dowling, was granted an increase in base salary from $425,000
in 1998 to $475,000 for 1999, together with a cash bonus for 1999 of $150,000.
In determining Mr. Dowling's total compensation for 1999, including the cash
bonus, the Compensation Committee considered the general financial performance
of the Company without applying a specific formula. Mr. Dowling was also granted
options to purchase 13,000 Common Shares of the Company effective January 4,
1999, 25% of which became exercisable on January 4, 2000 and 25% of which will
become exercisable on each of January 4, 2001, January 4, 2002 and January 4,
2003.
Joseph C.H. Johnson
Dr. the Honourable Clarence Eldridge James
Frank Mutch
14
<PAGE> 17
PERFORMANCE GRAPH
The following graph shows the cumulative total return, including
reinvestment of dividends, on the Common Shares compared to such return for
Standard & Poor's Property-Casualty Industry Group Stock Price Index ("S&P
Property and Casualty") and Standard & Poor's 500 Composite Stock Price Index
("S&P 500") for the period beginning on March 31, 1996 (the last day of the
first month of public trading for the Common Shares) and ending on December 31,
1999, assuming $100 was invested on March 31, 1996. Each measurement point on
the graph represents the cumulative shareholder return as measured by the last
reported sale price at the end of each quarter during the relevant period.
CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH
[Graphical chart appears here in printed version.]
<TABLE>
<CAPTION>
S&P PROPERTY AND CASUALTY
IPC HOLDINGS, LTD. INSURERS S&P 500
------------------ ------------------------- -------
<S> <C> <C> <C>
03/31/96 100.00 100.00 100.00
12/31/96 107.97 123.86 118.93
12/31/97 174.47 179.44 158.63
12/31/98 135.13 166.96 203.91
12/31/99 91.62 124.46 246.82
</TABLE>
15
<PAGE> 18
APPOINTMENT OF INDEPENDENT ACCOUNTANTS AND
AUTHORIZATION TO SET THEIR COMPENSATION
(ITEM B ON PROXY CARD)
The appointment and remuneration of independent accountants is subject to
approval annually by the Company's shareholders. Arthur Andersen has served as
IPC's accountants since 1993. Representatives of Arthur Andersen will attend the
Annual General Meeting and will have an opportunity to make a statement if they
wish. They will also be available to answer questions at the meeting. If
approved, Arthur Andersen will serve until the Company's next Annual General
Meeting for such compensation as the Audit Committee of your Board of Directors
shall determine.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ARTHUR
ANDERSEN AS THE COMPANY'S INDEPENDENT ACCOUNTANTS AND THE AUTHORIZATION OF THE
AUDIT COMMITTEE TO SET THE COMPENSATION OF THE INDEPENDENT ACCOUNTANTS.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL GENERAL MEETING
If you wish to submit a proposal to be considered for inclusion in the
proxy materials for the 2001 Annual General Meeting, please send it to the
Secretary, IPC Holdings, Ltd., American International Building, 29 Richmond
Road, Pembroke HM 08 Bermuda. Under the rules of the Commission, proposals must
be received no later than December 27, 2000 to be eligible for inclusion in the
2001 Annual General Meeting proxy statement. If a shareholder wishes to submit a
proposal to the 2001 Annual General Meeting without including such proposal in
the proxy statement for that meeting, that proposal will be considered untimely,
and the proxies solicited by your Board of Directors will confer discretionary
authority to vote on the proposal as the proxy holders see fit, if the company
is not notified of such proposal by March 13, 2001.
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by the Company.
Solicitation will be made by mail, and may be made by directors, officers and
employees, personally or by telephone or telegram. Proxy cards and materials
also will be distributed to beneficial owners of Common Shares through brokers,
custodians, nominees and other parties, and the Company expects to reimburse
such parties for their charges and expenses. W.F. Doring & Co., Inc. has been
retained to assist the Company in the solicitation of proxies at a fee not
expected to exceed $3,000, plus out-of-pocket expenses.
OTHER MATTERS
Other than the approval of the minutes from the 1999 Annual General
Meeting, your Board of Directors of the Company does not know of any matters
which may be presented at the Annual General Meeting other than those
specifically set forth in the Notice of Annual General Meeting attached hereto.
If matters other than those set forth in the Notice of Annual General Meeting
come before the meeting or any adjournment thereof, the persons named in the
accompanying form of proxy and acting thereunder will vote in their discretion
with respect to such matters.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Executive officers and directors of the Company are subject to the
reporting requirements of Section 16 of the Exchange Act. The Company believes
that during 1999 all filing requirements applicable to its officers and
directors were complied with.
16
<PAGE> 19
ADDITIONAL INFORMATION
THE COMPANY WILL FURNISH, WITHOUT CHARGE TO ANY SHAREHOLDER, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K (INCLUDING THE FINANCIAL STATEMENTS AND
FINANCIAL SCHEDULES INCORPORATED THEREIN BY REFERENCE TO THE COMPANY'S ANNUAL
REPORT TO SHAREHOLDERS) FOR THE YEAR ENDED DECEMBER 31, 1999, FILED WITH THE
COMMISSION. A COPY OF SUCH REPORT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
COMPANY AT AMERICAN INTERNATIONAL BUILDING, 29 RICHMOND ROAD, PEMBROKE HM 08,
BERMUDA, ATTENTION DENNIS J. HIGGINBOTTOM, SECRETARY. Each such request must
include a representation that, as of April 5, 2000, the person making the
request was a beneficial owner of Common Shares entitled to vote at the Annual
General Meeting. As permitted by the Commission's rules, the Company will not
furnish any exhibits to its Annual Report on Form 10-K without charge, but will
provide with such report a list of such exhibits and information about the
Company's charges for providing them.
17
<PAGE> 20
PROXY PROXY
IPC HOLDINGS, LTD.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF IPC HOLDINGS, LTD.
(THE "COMPANY") IN CONNECTION WITH THE COMPANY'S ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2000 (THE "ANNUAL GENERAL MEETING").
The undersigned shareholder of the Company hereby appoints Joseph C.H.
Johnson or, failing him, John P. Dowling, as proxy, each with the power to
appoint his substitute, and authorizes them to represent and vote as designated
herein, all of the common shares, par value $0.01 per share, of the Company
("Common Shares") held of record on April 5, 2000 by the undersigned shareholder
of the Company at the Annual General Meeting, and at any adjournment or
postponement thereof, with respect to the matters listed on this Proxy. In their
discretion, the proxies are authorized to vote such Common Shares upon such
other business as may properly come before the Annual General Meeting.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
THE SUBMISSION OF THIS PROXY, IF PROPERLY EXECUTED, REVOKES ALL PRIOR
PROXIES.
IF THIS PROXY IS EXECUTED AND RETURNED BUT NO INDICATION IS MADE AS TO WHAT
ACTION IS TO BE TAKEN, IT WILL BE DEEMED TO CONSTITUTE A VOTE FOR EACH OF THE
NOMINEES AND EACH OF THE PROPOSALS SET FORTH ON THE REVERSE OF THIS PROXY.
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 21
IPC HOLDINGS, LTD.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES AND EACH
OF THE PROPOSALS LISTED BELOW
For Withheld For All
All All Except
1. Item A - Election of Nominees: to elect [ ] [ ] [ ]
Directors of the Company to hold office
until the Company's next Annual General
Meeting of Shareholders or until their
successors are elected or appointed or their
office is otherwise vacated.
IF YOU DO NOT WISH YOUR SHARES VOTED FOR A PARTICULAR NOMINEE, MARK THE
FOR ALL EXCEPT BOX AND STRIKE A LINE THROUGH THE NOMINEE(S) NAME. Your
shares will be voted for the remaining nominees. Shareholders are entitled
to vote cumulatively in the election of directors and may (but need not)
indicate the distribution of their votes among the nominees in the space
provided below.
Joseph C.H. Johnson John P. Dowling Russell S. Fisher
Dr. the Honourable Clarence Eldridge James Frank Mutch
Anthony MacLeod Pilling John T. Schmidt
For Against Abstain
2. Item B - Appointment and Remuneration of [ ] [ ] [ ]
Independent Accountants: to reappoint the
firm of Arthur Andersen as the Company's
independent accountants to serve until the
Company's next Annual General Meeting of
Shareholders and to authorize the Audit
Committee to set the compensation for the
Company's independent accountants.
PLEASE VOTE, DATE AND SIGN THIS PROXY BELOW
AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Dated:______________________________, 2000
__________________________________________
Signature
__________________________________________
Signature (if held jointly)
Please sign your name or names exactly as it
appears on your share certificate(s). When
signing as attorney, executor,
administrator, trustee, guardian or
corporate executor, please give your full
title as such. For joint accounts, all
co-owners should sign.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
