New letter from Mr. Greenberg today. Filed as SC 13D/A
He also sent a copy to Timothy Geithner. He really seems to want to PAY THE TAXPAYER BACK and get this AIG company to keep its biggest money makers and not get diluted nearly out of existence by the current warrants hanging over our heads like a Damocles. So do we.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)(1)
American International Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class Securities)
026874-107
--------------------------------------------------------------------------------
(CUSIP Number)
Howard I. Smith
Vice Chairman-Finance and Secretary
Telephone: (212) 230-5050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
January 22, 2009
--------------------------------------------------------------------------------
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(1) This Schedule 13D constitutes Amendment No. 15 to the Schedule 13D on behalf of C. V. Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 17 to the Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, dated May 26, 2006, Amendment No. 19 to the Schedule 13D on behalf of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 19 to the Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family Foundation, Inc., dated February 21, 2006, Amendment No. 21 to the Schedule 13D on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 21 to the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005, Amendment No. 23 to the Schedule 13D of Starr International Company, Inc., dated October 2, 1978, and Amendment No. 23 to the Schedule 13D for C. V. Starr & Co., Inc., dated October 2, 1978.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice R. Greenberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b)o
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
2,487,500
8 SHARED VOTING POWER
58,309,137
9 SOLE DISPOSITIVE POWER
2,487,500
10 SHARED DISPOSITIVE POWER
58,309,137
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,796,637
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.26%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward E. Matthews
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
281,875
8 SHARED VOTING POWER
8,580,850
9 SOLE DISPOSITIVE POWER
281,875
10 SHARED DISPOSITIVE POWER
8,580,850
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862,725
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starr International Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)x (b) o
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) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
207,301,308
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
207,301,308
10 SHARED DISPOSITIVE POWER
2,112,119
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,413,427
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.79%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. V. Starr & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
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) o
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
19,088,682
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,088,682
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,088,682
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAINSHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.71%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Universal Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
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) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Panama
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
2,112,119
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,112,119
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,112,119
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Maurice R. and Corinne P. Greenberg Family Foundation, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
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) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
989,308
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
989,308
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,308
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
25,269,689
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
25,269,689
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,269,689
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. V. Starr & Co., Inc. Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) o
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,580,850
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,580,850
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,580,850
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction
Item 4 is amended and supplemented to add the following information for updating as of the date hereof:
Mr. Maurice R. Greenberg, one of the Reporting Persons, has sent a letter to Mr. Edward Liddy, Chairman and CEO of the Issuer, regarding reports that the Issuer is contemplating the sale of AIA, in whole or in part. A copy of the letter is attached as Exhibit 2 to this Schedule 13D/A.
Any actions taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed on the actions by the Securities Act of 1933, as amended, state insurance regulatory laws or other applicable laws. There can be no assurance, however, that any Reporting Person will take any of the actions described in this Item 4.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
The Schedule 13-D/A filed by the Reporting Persons and dated January 5, 2009 overstated the amount of shares of Common Stock which Starr International distributed pursuant to the Starr International Company, Inc. Deferred Compensation Profit Participation Plan on Janaury 2, 2009 by 422 shares of Common Stock. Starr International made distributions of 597,964 shares of Common Stock on January 2, 2009 purusant to the Starr International Company, Inc. Deferred Compensation Profit Participation Plan.
As of the date of the filing of this statement, the Reporting Persons may be deemed to beneficially own in the aggregate 270,491,939 shares of Common Stock, representing approximately 10.06% of the Issuer’s outstanding Common Stock (based on 2,689,938,313 shares of Common Stock reported by the Issuer as outstanding as of October 31, 2008, in the Issuer’s Form 10-Q filed on November 10, 2008).
Starr International has the sole power to vote and direct the disposition of 207,301,308 shares of Common Stock, of which 15,700,000 shares are held by Starr Internaional Investments, Ltd., a wholly owned subsidiary of Starr International, and 191,601,308 shares are held directly by Starr Internaional, and the shared power to direct the disposision of 2,112,119 shares of Common Stock held by Universal Foundation.
Item 7 Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated January 22, 2009, by and among Mr. Greenberg, Mr. Matthews, Starr International, CV Starr, Universal Foundation, Greenberg Foundation, Greenberg Joint Tenancy Company, and CV Starr Trust.
Exhibit 2 Letter, dated January 22, 2009, from Mr. Greenberg to Mr. Edward Liddy, Chairman and CEO of the Issuer.
--------------------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: January 22, 2009
MAURICE R. GREENBERG
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
EDWARD E. MATTHEWS
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
STARR INTERNATIONAL COMPANY, INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
C. V. STARR & CO., INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
UNIVERSAL FOUNDATION, INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
THE MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION, INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
MAURICE R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
C. V. STARR & CO., INC. TRUST
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
EX-1.HTM
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of American International Group, Inc., and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: January 22, 2009
MAURICE R. GREENBERG
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
EDWARD E. MATTHEWS
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
STARR INTERNATIONAL COMPANY, INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
C. V. STARR & CO., INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
UNIVERSAL FOUNDATION, INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
THE MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION, INC.
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
MAURICE R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
C. V. STARR & CO., INC. TRUST
By: /s/Bertil P-H Lundqvist
Name: Bertil P-H Lundqvist
Title: Attorney-In-Fact
By: /s/George Y. Liu
Name: George Y. Liu
Title: Attorney-In-Fact
EX-2.HTM
Exhibit 2
C.V. STARR & Co., INC.
399 PARK AVENUE
NEW YORK, NY 10022
MAURICE R. GREENBERG January 22, 2009
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
Mr. Edward Liddy
Chairman and CEO
American International Group, Inc.
70 Pine Street
New York, NY 10270
Dear Ed:
It has been widely reported that you are contemplating the sale in part or whole of AIA. AIA is one of the crown jewels of AIG and the only foreign life insurance company in China that is wholly owned and as such, does not require a local partner.
AIA, as you probably know by now, also operates in every country in Southeast Asia and has been the flag carrier of life insurance in that part of the world. To dispose of AIA in whole or part could seriously damage the future potential of AIG.
We have a vast difference of opinion as to how best to pay back the taxpayer. Your strategy is to break up AIG and retain the property/casualty units. The property/casualty units are losing people and business daily and its future as a stand-alone operation is questionable. The suggestion I have been making has the best chance of repaying the debt to the U.S. government and rebuilding AIG so that it becomes a taxpayer on its own as well as an employer of a vast number of people. Selling off pieces of AIG’s foreign companies will hardly create the jobs or tax payments in the U.S. in the future.
continued /
--------------------------------------------------------------------------------
Page 2
January 22, 2009
Since there is a change in Administration now in place and a new Secretary of Treasury likely to be confirmed today, I would urge you on behalf of AIG’s largest shareholder outside the government, to put on hold any sale of assets until the appropriate people in the new Administration can determine what is best for the U.S. taxpayer.
Regards.
Sincerely,
/s/ Hank
MRG/mb
cc:
Messrs. Thomas Baxter
Timothy Geithner
AIG Board of Directors
Trustees:
Ms. Jill M. Considine
Mr. Chet Felberg
Mr. Douglas Foshee
JMHO DYODD
