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From: "Wolff, Jamie [PVTC]" | Block Address | Add to Address Book
To: "Wolff, Jamie [PVTC]"
Subject: Overseas Partners Ltd.
Date: Fri, 1 Mar 2002 15:17:41 -0500
> Dear UPS Shareholder,
>
> If you are also a shareholder of Overseas Partners Ltd., this information
> will be meaningful.
>
> As you know, in his letter to shareholders dated February 13th, 2002,
> Robert J. Clanin Chairman of the Board of OPL attached a press release
> "which describes the decision made by OPL's Board of Directors to stop
> writing new reinsurance business in Bermuda, find a buyer for OPUS Re, and
> begin running off its reinsurance reserves. As described in the release,
> this decision recognized the desire of many of our shareholders to have
> greater liquidity for their investment in OPL. The Board and its advisors
> are considering means to provide shareholders both near term and longer
> term liquidity, and will provide further communications as soon as
> possible. However, due to the regulated nature of the reinsurance business
> and other business reasons, including current market conditions and the
> structure of OPL's remaining real estate portfolio, it could take many
> years to complete the runoff of OPL's businesses and fully return share
> capital."
>
> Mr. Clanin also advised in his February 13th letter to shareholders that
> "at its most recent Board meeting, the Board of Directors determined that
> the fair value price per share would be $11.07 (book value at December 31,
> 2001), effective February 13th, 2002. The Board also determined that no
> dividend would be paid at this time." See Robert J. Clanin February 13th
> 2002 letter to shareholders, and OPL Press Release dated February 13th,
> 2002.
>
> As you may not know, significant information concerning the possibility of
> U.S. shareholders suffering adverse tax consequences has been disclosed by
> OPL in its filings with the Securities and Exchange Commission. For
> instance, OPL disclosed in their April 2, 2001, 10-K405:
>
> "During the second quarter of 2000, OPL was advised by the IRS of the
> existence of an internal IRS memorandum that concludes that the shipper's
> risk premiums, which OPL received in years before 2000, were not income of
> OPL and that the associated investment income was not 'active income' for
> purposes of the [Passive Foreign Investment Company] rules. The IRS
> memorandum is expressly not binding on IRS auditing agents. However,
> based upon certain assumptions and conclusions therein, the IRS could seek
> to impose the [Passive Foreign Investment Company] rules against OPL's
> U.S. shareowners who owned OPL stock in one or more of the past years. It
> is not known at this time whether the IRS will attempt to do so." See
> OPL's 10-K405, filed with the SEC on April 2, 2001.
>
> "If OPL were found to be a [Passive Foreign Investment Company] in any
> year, those U.S. shareowners who held OPL shares in that year would suffer
> adverse tax consequences under the rules ..." See OPL's 10-K405, filed
> with the SEC on April 2, 2001.
>
> Considering the magnitude of the information disclosed in OPL's SEC
> filings, I have compiled two reference volumes in connection with OPL's
> SEC filings from November 14, 2000 through June 28, 2001. For you and
> your attorney's convenience, my reference volumes highlight and flag
> significant text in connection with OPL's shareholder repurchase program,
> the IRS memorandum, references associated with [Passive Foreign Investment
> Company] rules, net deferred income tax liability, and information
> concerning the adverse tax consequences U.S. shareholders would suffer.
>
> If you would like to learn more about the information resources now
> available to Class A shareholders, or receive a free copy of the OPL
> reference volumes that I compiled, I would be pleased to ship information
> to you. My phone number is 212-603-6174.
>
> Sincerely,
>
> Jamie Wolff
> First Vice-President-Investments
> Private Client Group Services for Founding Families
>
>
> Private Client Group Services for Founding Families provides advisory
> services through Salomon Smith Barney Inc. Jamie Wolff is a licensed
> Financial Consultant now employed by Salomon Smith Barney Inc. Member
> SIPC. Salomon Smith Barney Inc. is a member of Citigroup. The
> information set forth was obtained from sources which we believe are
> reliable, but we do not guarantee its accuracy, and such information may
> be incomplete or condensed. Neither the information nor any opinion
> expressed constitutes a solicitation by us of the purchase or sale of any
> securities. The opinions in this publication are for general information
> only and are not intended to provide specific advice or recommendations
> for any individual. Neither Salomon Smith Barney, nor its Financial
> Consultants, offer tax or legal advice. We suggest that you consult your
> accountant, tax advisor, and/or legal advisor with regard to your
> individual situation.
>
>
>
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