SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 1)*

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)

 

 

Matthew Ricciardi

MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

(212) 578-2675

March 21, 2014

(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 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, 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).

 

 

 

 

Page 1 of 12

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CUSIP No. 020304634		13D		Page 2 of 12

 

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)
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       302,749,323
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       302,749,323
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       302,749,323
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)       ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       91.4%
14.		TYPE OF REPORTING PERSON (see instructions)       CO, HC

 

 

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CUSIP No. 020304634		13D		Page 3 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       131,725,750
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       131,725,750
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       131,725,750
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)       ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       39.8%
14.		TYPE OF REPORTING PERSON (see instructions)       CO

 

 

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CUSIP No. 020304634		13D		Page 4 of 12

 

1.		NAMES OF REPORTING PERSONS   Inversiones Previsionales 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       171,023,573
				9.		SOLE DISPOSITIVE POWER       0
				10.		SHARED DISPOSITIVE POWER       171,023,573
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       171,023,573
12.		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)       ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       51.6%
14.		TYPE OF REPORTING PERSON (see instructions)       CO

 

 

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This Amendment No. 1 is being filed by MetLife, Inc. (“MetLife”), and its indirect wholly-owned subsidiaries, MetLife Chile Acquisition Co. S.A. (“Purchaser”) and Inversiones Previsionales S.A. (“Inversiones Previsionales,” and collectively with MetLife and Purchaser, 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 (together with this Amendment No. 1, 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 supplemented by replacing the last two paragraphs with the following:

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 and director of MetLife, Purchaser and Inversiones Previsionales are set forth on Schedules I, II and III attached hereto and are incorporated herein by reference.

To the best knowledge of MetLife, Purchaser and Inversiones Previsionales, none of MetLife, Purchaser, Inversiones Previsionales 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.

Item 4. Purpose of Transactions

Item 4 is hereby amended and supplemented by adding the following:

The Reporting Persons have taken steps to surrender all of the ADSs currently owned by the Reporting Persons to the ADS Depositary, in accordance with the deposit agreement among the Company, the ADS Depositary and holders of ADSs, dated as of November 22, 1994, as amended and restated as of February 7, 1996, as further amended and restated as of August 19, 1999 (the “Deposit Agreement”), in exchange for the 72,775,905 Common Shares represented thereby. Upon consummation of such transaction, all of the Reporting Persons’ current interest in the Company is expected to be held in the form of Common Shares in Chile.

As previously reported, subject to applicable law, the Reporting Persons intend to acquire additional Common Shares and ADSs through open market purchases, privately negotiated transactions or purchases facilitated by brokers in Chile or the United States, or otherwise. In connection with any such acquisition of additional Common Shares or ADSs, the Reporting Persons may enter into contracts and other arrangements with brokers and other market participants in Chile or the United States. Subject to applicable law, if and to the extent any such acquisitions occur prior to September 28, 2014, the first anniversary of the termination of the U.S. Offer, the Reporting Persons currently intend to pay consideration equal to the amount paid per Common Share and per ADS in the U.S. Offer – U.S. $6.1476 per Common Share and U.S. $92.2140 per ADS, in each case, in cash, without interest thereon, less the amount of any fees, expenses and withholding taxes that may be applicable.

 

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Subject to applicable law, MetLife may cause the Company to delist the Common Shares and ADSs from the Chilean Exchanges and the New York Stock Exchange and to terminate the Company’s registration with the Chilean Securities and Insurance Commission (Superintendencia de Valores y Seguros) and the SEC. MetLife may also cause the Company to terminate the Deposit Agreement.

If and when the Reporting Persons directly or indirectly hold in the aggregate more than 95% of the then outstanding Common Shares, remaining minority shareholders (including remaining U.S. holders) may be able to exercise limited redemption rights in accordance with Chilean law. Under Chilean law and the Company bylaws, the Reporting Persons are not currently permitted to squeeze out the remaining holders of Common Shares or ADSs, although if a squeeze-out right becomes available in the future, the Reporting Persons reserve the right to exercise it to the fullest extent permitted by law.

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.

 

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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: March 21, 2014

 

 

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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
Beth M. Hirschhorn		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Executive Vice President, Global Brand and Marketing		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

 

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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		Retired		N/A
Carlos M. Gutierrez		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Co-Chair, Albright Stonebridge Group		Albright Stonebridge Group 555 Thirteenth Street, NW, Suite 300 West Washington, DC 2000
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 Business Columbia University 3022 Broadway Uris Hall, Room 101 New York, NY 10027
John M. Keane		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Senior Partner, SCP Partners; President, GSI, LLC		SCP Partners 2020 K. Street N.W. Suite 300 Washington, D.C. 20006
Alfred F. Kelly, Jr.		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Chairman of the Board, President and Chief Executive Officer, NY/NJ Super Bowl Host Company		MetLife Stadium One MetLife Stadium Drive East Rutherford, NJ 07073
William E. Kennard		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Senior Advisor, Grain Management, LLC		Grain Management, LLC 1900 K Street, N.W., Suite 1130 Washington, D.C. 20006

 

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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		Retired		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 Place Camden, NJ 08103-1701
Hugh B. Price		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Senior Fellow, The Brookings Institution		The Brookings Institution 1775 Massachusetts Ave., NW Washington, DC 2003
Kenton J. Sicchitano		MetLife, Inc. 200 Park Avenue New York, N.Y. 10166		Retired		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, NY 10173

 

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SCHEDULE II

DIRECTORS AND OFFICERS OF PURCHASER

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 Purchaser. 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 Mayne–Nicholls Secul		Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile		Latin American Marketing Officer		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

 

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SCHEDULE III

DIRECTORS AND OFFICERS OF INVERSIONES PREVISIONALES

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 Inversiones Previsionales. 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 Mayne–Nicholls Secul		Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile		Latin American Marketing Officer		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

 

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