SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)*
Under the Securities Exchange Act of 1934
ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.
(Provida Pension Fund Administrator)
(Name of Issuer)
SHARES
OF COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
020304634
(CUSIP Number)
AMERICAN DEPOSITARY SHARES (ADS) EACH REPRESENTING
FIFTEEN (15) SHARES OF COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
00709P108
(CUSIP Number)
Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
Telephone: (202) 371-7000
July 6, 2015
(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), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
|
|
|
|
|
|
|
1. |
|
NAMES OF
REPORTING PERSONS MetLife, Inc. |
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3. |
|
SEC USE ONLY
|
4. |
|
SOURCE OF FUNDS (see instructions)
WC |
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
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
|
7. |
|
SOLE VOTING POWER
0 |
|
8. |
|
SHARED VOTING POWER
313,863,171 |
|
9. |
|
SOLE DISPOSITIVE POWER
0 |
|
10. |
|
SHARED DISPOSITIVE POWER
313,863,171 |
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,863,171 |
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 94.7%* |
14. |
|
TYPE OF REPORTING PERSON (see
instructions) CO, HC |
* |
Percentage calculation assumes, consistent with applicable Chilean law, that 3,296,866 treasury shares are issued and outstanding but not beneficially owned by the Reporting Persons. |
Page 2 of 12
|
|
|
|
|
|
|
1. |
|
NAMES OF
REPORTING PERSONS MetLife Chile Acquisition Co. S.A. |
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3. |
|
SEC USE ONLY
|
4. |
|
SOURCE OF FUNDS (see instructions)
|
5. |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Chile |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
|
7. |
|
SOLE VOTING POWER
0 |
|
8. |
|
SHARED VOTING POWER
308,928,816 |
|
9. |
|
SOLE DISPOSITIVE POWER
0 |
|
10. |
|
SHARED DISPOSITIVE POWER
308,928,816 |
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,928,816 |
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 93.2%* |
14. |
|
TYPE OF REPORTING PERSON (see
instructions) CO |
* |
Percentage calculation assumes, consistent with applicable Chilean law, that 3,296,866 treasury shares are issued and outstanding but not beneficially owned by the Reporting Persons. |
Page 3 of 12
|
|
|
|
|
|
|
1. |
|
NAMES OF
REPORTING PERSONS MetLife Chile Inversiones Limitada |
2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) ¨ |
3. |
|
SEC USE ONLY
|
4. |
|
SOURCE OF FUNDS (see instructions)
AF, WC |
5. |
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨ |
6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Chile |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
|
7. |
|
SOLE VOTING POWER
0 |
|
8. |
|
SHARED VOTING POWER
4,934,355 |
|
9. |
|
SOLE DISPOSITIVE POWER
0 |
|
10. |
|
SHARED DISPOSITIVE POWER
4,934,355 |
11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,934,355 |
12. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
13. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 1.5%* |
14. |
|
TYPE OF REPORTING PERSON (see
instructions) CO |
* |
Percentage calculation assumes, consistent with applicable Chilean law, that 3,296,866 treasury shares are issued and outstanding but not beneficially owned by the Reporting Persons. |
Page 4 of 12
This Amendment No. 6 is being filed by MetLife, Inc. (MetLife), and its indirect
wholly-owned subsidiaries, MetLife Chile Acquisition Co. S.A. (Acquisition Co.) and MetLife Chile Inversiones Limitada (Chile Inversiones, and collectively with MetLife and Acquisition Co., the Reporting Persons)
with respect to the Common Shares, without par value (collectively, the Common Shares, and each a Common Share) of Administradora de Fondos de Pensiones Provida S.A. (the Company), and it hereby amends the
statement of beneficial ownership on Schedule 13D originally filed on October 11, 2013, as amended on March 21, 2014, August 28, 2014, November 17, 2014, May 12, 2015 and June 24, 2015 (collectively with
this Amendment No. 6, the Schedule 13D). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
Item 2. |
Identity and Background |
Item 2 is hereby amended and restated as follows:
This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the Exchange Act),
by MetLife, a Delaware corporation, and its indirect wholly-owned subsidiaries, Acquisition Co., a Chilean closed corporation (sociedad anónima cerrada) and Chile Inversiones, a Chilean limited liability company (sociedad de
responsabilidad limitada). MetLifes executive offices are located at 200 Park Avenue, New York, New York 10166. Acquisition Co.s executive offices are located at Agustinas 640, piso 18, Santiago, Región Metropolitana, Chile.
Chile Inversiones executive offices are located at Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile.
MetLife,
through its subsidiaries and affiliates, is a global provider of life insurance, annuities, employee benefits and asset management. Acquisition Co. was formed by MetLife for the purpose of acquiring up to 100% of the outstanding Common Shares and
ADSs and does not engage in any other business activities, except that Acquisition Co. will be the surviving entity in the merger reported on November 17, 2014 on Amendment No. 3 to the Schedule 13D, if the merger receives regulatory
approval in Chile (the Merger). Chile Inversiones is a Chilean limited liability company and was formed by MetLife for the purpose of developing all kinds of investments and businesses.
The name, business address, present principal occupation or employment (including the name, principal business and address of any corporation
or other organization in which such employment is conducted) and place of citizenship of each executive officer of MetLife, Acquisition Co. and Chile Inversiones and each director of MetLife and Acquisition Co. are set forth on Schedules I, II and
III attached hereto and are incorporated herein by reference.
To the best knowledge of MetLife, Acquisition Co. and Chile Inversiones,
none of MetLife, Acquisition Co., Chile Inversiones or any of the persons listed in Schedules I, II and III have been, during the past five (5) years, (i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.
Page 5 of 12
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and
supplemented by adding the following:
The Reporting Persons paid an aggregate of Ps. 17,270,242,500.00 for the Sale Shares acquired in
connection with the Amended Depositary Transaction, which was funded through MetLife and its subsidiaries existing cash balances.
Item 4. |
Purpose of Transactions |
Item 4 is hereby amended and supplemented by adding the
following:
On July 6, 2015, Chile Inversiones and the ADS Depositary, pursuant to the terms of the Amended Depositary Purchase Agreement,
consummated the Amended Depositary Transaction. In connection with the consummation of the Amended Depositary Transaction, MetLife and Chile Inversiones expect to file a final amendment to their Rule 13e-3 Transaction Statement with the SEC on or
after the date hereof.
The Reporting Persons may at any time, or from time to time, (i) acquire additional Common Shares, including
Common Shares held by the Company in treasury, in the open market, in privately negotiated transactions, or otherwise, (ii) otherwise seek control or seek to influence the management and policies of the Company or (iii) change their
intentions with respect to any such matters, in each of the cases of (i) through (iii), based upon the Reporting Persons evaluation of the Companys businesses and prospects, price levels of the Common Shares, conditions in the
securities and financing markets and in the Companys industry and the economy in general, regulatory developments affecting the Company and its industry and other factors deemed relevant.
Except as set forth in this Schedule 13D (including any information incorporated by reference) and in connection with the transactions
described in this Schedule 13D, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to the Schedule 13D.
Item 5. |
Interest in Securities of the Issuer |
Item 5 (a, b) is hereby amended and restated
as follows:
(a, b) Since and including June 24, 2015, MetLife has acquired 4,934,355 Common Shares, as described in
Section 5(c) below. Acquisition Co. is the direct record owner and has shared voting and dispositive power with respect to 308,928,816 Common Shares, representing approximately 93.2% of the outstanding Common Shares. Chile Inversiones is the
direct record owner and has shared voting and dispositive power with respect to 4,934,355 Common Shares, representing approximately 1.5% of the outstanding Common Shares. MetLife may be deemed to beneficially own and have shared voting and
dispositive power with respect to 313,863,171 Common Shares, representing 94.7% of the issued and outstanding Common Shares, which are the Common Shares held by its indirect wholly-owned subsidiaries, Acquisition Co. and Chile Inversiones.
Item 5 (c) is hereby amended and supplemented by adding the following:
(c) On July 6, 2015, Chile Inversiones and the ADS Depositary, pursuant to the terms of the Amended Depositary Purchase Agreement,
consummated the Amended Depositary Transaction and Chile Inversiones acquired 4,934,355 Common Shares for a purchase price per Common Share equal to Ps. 3,500.00.
As a result of the above-described transaction, MetLife currently indirectly owns 313,863,171 Common Shares representing approximately 94.7%
of the outstanding Common Shares.
Page 6 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and
correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.
Dated as of: July 6,
2015
|
|
|
MetLife, Inc. |
|
|
By: |
|
/s/ William J. Wheeler |
Name: |
|
William J. Wheeler |
Title: |
|
President, Americas |
|
MetLife Chile Acquisition Co. S.A. |
|
|
By: |
|
/s/ Randal W. Haase |
Name: |
|
Randal W. Haase |
Title: |
|
Authorized Representative |
|
MetLife Chile Inversiones Limitada |
|
|
By: |
|
/s/ Randal W. Haase |
Name: |
|
Randal W. Haase |
Title: |
|
Authorized Representative |
Page 7 of 12
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE
The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is conducted of each director and executive officer of MetLife. Each such person is a citizen of the United States of America, with the exception of John C.R. Hele, Franciscus
Hijkoop, Michel Khalaf and Christopher G. Townsend, who are citizens, respectively, of Canada, the Netherlands, the Republic of Lebanon and the United Kingdom of Great Britain and Northern Ireland.
|
|
|
|
|
|
|
Name of Director or Executive |
|
Business Address |
|
Present Principal
Occupation or Employment |
|
Name, Principal
Business and Address of
Employment |
|
|
|
|
Steven A. Kandarian |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Chairman of the Board, Chief Executive Officer and President |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Ricardo A. Anzaldua |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President and General Counsel |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Steven J. Goulart |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President and Chief Investment Officer |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
John C.R. Hele |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President and Chief Financial Officer |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Franciscus Hijkoop |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President and Chief Human Resources Officer |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Michel Khalaf |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
President, EMEA |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Esther S. Lee |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President and Global Chief Marketing Officer |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
Page 8 of 12
|
|
|
|
|
|
|
|
|
|
|
Martin J. Lippert |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President and Head of Global Technology and Operations |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
|
|
|
Maria R. Morris |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Executive Vice President, Global Employee Benefits |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Christopher G. Townsend |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
President, Asia |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
William J. Wheeler |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
President, Americas |
|
MetLife, Inc. 200 Park Avenue New York, N.Y.
10166 |
|
|
|
|
Cheryl W. Grisé |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Former Executive Vice President, Northeast Utilities |
|
N/A |
|
|
|
|
Carlos M. Gutierrez |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Co-Chair, Albright Stonebridge Group |
|
Albright Stonebridge Group 601 13th Street, NW, Suite 500
Washington, DC 20005 |
|
|
|
|
R. Glenn Hubbard |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Dean and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University |
|
Graduate School of BusinessColumbia University
3022 Broadway Uris Hall, Room 101
New York, N.Y. 10027 |
|
|
|
|
Alfred F. Kelly, Jr. |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Former Chairman of the Board, President and Chief Executive Officer, NY/NJ Super Bowl Host Company |
|
N/A |
|
|
|
|
Edward J. Kelly, III |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Former Chairman, Institutional Clients Group, Citigroup, Inc. |
|
N/A |
Page 9 of 12
|
|
|
|
|
|
|
|
|
|
|
William E. Kennard |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Former Senior Advisor, Grain Management, LLC |
|
Velocitas Partners LLC 160 Greentree Drive
Suite 101 Dover, DE 19904 |
|
|
|
|
James M. Kilts |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Partner, Centerview Capital |
|
Centerview Capital 3 Greenwich Office Park,
2nd Floor Greenwich, CT 06831 |
|
|
|
|
Catherine R. Kinney |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Former President and Co- Chief Operating Officer, New York Stock Exchange, Inc. |
|
N/A |
|
|
|
|
Denise M. Morrison |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
President and Chief Executive Officer,Campbell Soup Company |
|
Campbell Soup Company 1 Campbell PlaceCamden, NJ 08103-1701 |
|
|
|
|
Kenton J. Sicchitano |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Former Global Managing Director, PricewaterhouseCoopers LLP |
|
N/A |
|
|
|
|
Lulu C. Wang |
|
MetLife, Inc. 200 Park Avenue
New York, N.Y. 10166 |
|
Chief Executive Officer, Tupelo Capital Management LLC |
|
Tupelo Capital Management LLC
340 Madison Avenue, 19th Floor
New York, N.Y. 10173 |
Page 10 of 12
SCHEDULE II
DIRECTORS AND OFFICERS OF ACQUISITION CO.
The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is conducted of each director and executive officer of Acquisition Co. Each such person is a citizen of Chile, with the exception of Randal W. Haase, who is a citizen of the
United States.
|
|
|
|
|
|
|
Name of Director or Executive |
|
Business Address |
|
Present Principal Occupation or
Employment |
|
Name, Principal Business and Address
of Employment |
|
|
|
|
Randal W. Haase |
|
1095 Avenue of the Americas
New York, New York 10036 |
|
Vice President - New Business Development |
|
MetLife, Inc. 1095 Avenue of the Americas
New York, New York 10036 |
|
|
|
|
Ronald Michael MayneNicholls
Secul |
|
Agustinas 640, piso 22, Santiago,
Región Metropolitana, Chile |
|
MetLife Chile Holding Head |
|
MetLife Chile Seguros de Vida S.A.Agustinas 640, piso
22, Santiago, Región Metropolitana, Chile |
|
|
|
|
Pablo Iacobelli del Rio |
|
Isidora Goyenechea 2800, piso 43
Las Condes, Santiago, Chile |
|
Partner |
|
Carey y Cía. Ltda. Isidora Goyenechea
2800, piso 43 Las Condes, Santiago,
Chile |
Page 11 of 12
SCHEDULE III
OFFICERS OF CHILE INVERSIONES
The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is conducted of each executive officer of Chile Inversiones. Each such person is a citizen of Chile, with the exception of Randal W. Haase, who is a citizen of the United
States. As a Chilean limited liability company (sociedad de responsabilidad limitada), Chile Inversiones does not have any directors and MetLife acts as managing member (socio administrador) of Chile Inversiones.
|
|
|
|
|
|
|
Name of Executive |
|
Business Address |
|
Present Principal Occupation or
Employment |
|
Name, Principal Business and Address
of Employment |
|
|
|
|
Randal W. Haase |
|
1095 Avenue of the Americas
New York, New York 10036 |
|
Vice President, New Business Development |
|
MetLife, Inc. 1095 Avenue of the Americas
New York, New York 10036 |
|
|
|
|
Pablo Iacobelli del Río |
|
Isidora Goyenechea
2800, piso 43 Las Condes, Santiago,
Chile |
|
Partner |
|
Carey y Cía. Ltda. Isidora Goyenechea
2800, piso 43 Las Condes, Santiago,
Chile |
|
|
|
|
Jaime Carey Tagle |
|
Isidora Goyenechea
2800, piso 43 Las Condes, Santiago,
Chile |
|
Partner |
|
Carey y Cía. Ltda. Isidora Goyenechea
2800, piso 43 Las Condes, Santiago,
Chile |
Page 12 of 12