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 of 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 Communications)
May 26, 2006
(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), 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 Rule 13d-7 for other parties
to whom copies are to be sent.
(1) This Schedule 13D constitutes an initial Schedule 13D on behalf of Maurice
R. and Corinne P. Greenberg Joint Tenancy Company, LLC, Amendment No. 2 to the
Schedule 13D on behalf of Universal Foundation, Inc., dated February 21, 2006
(the "Universal Foundation 13D"), Amendment No. 2 to the Schedule 13D on behalf
of The Maurice R. and Corinne P. Greenberg Family Foundation, Inc., dated
February 21, 2006 (the "Greenberg Foundation 13D"), Amendment No. 4 to the
Schedule 13D on behalf of Maurice R. Greenberg, dated November 23, 2005 (the
"Maurice R. Greenberg 13D"), Amendment No. 4 to the Schedule 13D on behalf of
Edward E. Matthews, dated November 23, 2005 (the "Edward E. Matthews 13D"),
Amendment No. 6 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978 (the "Starr International 13D"), and Amendment No. 6 to the
Schedule 13D for C. V. Starr & Co., Inc., dated October 2, 1978 (the "CV Starr
13D"). This Schedule 13D constitutes an amendment and restatement of the
Universal Foundation 13D, the Greenberg Foundation 13D, the Maurice R. Greenberg
13D, the Edward E. Matthews 13D, the Starr International 13D and the CV Starr
13D in their entirety.
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 "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).
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 2 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
________________________________________________________________________________
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)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
2,902,886
SHARES _________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
79,888,082
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
2,902,886
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
79,888,082
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,790,968
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
IN
________________________________________________________________________________
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 3 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
________________________________________________________________________________
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)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
729,320
SHARES _________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
18,667,378
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
729,320
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
18,667,378
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,396,698
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
IN
_______________________________________________________________________________
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 4 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
________________________________________________________________________________
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
Panama
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
307,911,552
SHARES _________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,202,603
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
307,911,552
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
2,202,603
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,114,155
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
________________________________________________________________________________
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 5 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
41,277,246
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
41,277,246
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,277,246
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
________________________________________________________________________________
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 6 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
________________________________________________________________________________
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
Panama
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,202,603
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
2,202,603
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,202,603
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
________________________________________________________________________________
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 7 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
_______________________________________________________________________________
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
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES __________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
381,507
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
381,507
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,507
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
________________________________________________________________________________
SCHEDULE 13D
________________________________________________________________________________
CUSIP No. 026874-107 Page 8 of 24 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR 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) [_]
________________________________________________________________________________
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)
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES __________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
20,000,000
OWNED BY _________________________________________________________
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING _________________________________________________________
10 SHARED DISPOSITIVE POWER
PERSON
20,000,000
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
________________________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
OO
________________________________________________________________________________
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $2.50
per share (the "Common Stock"), of American International Group, Inc., a
Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 70 Pine Street, New York, New York 10270.
Item 2. Identity and Background
(a), (b), (c) and (f): This Schedule 13D is being filed on behalf of
Maurice R. Greenberg, a United States citizen ("Mr. Greenberg"), Edward E.
Matthews, a United States citizen ("Mr. Matthews"), Starr International Company,
Inc., a Panamanian corporation ("Starr International"), C. V. Starr & Co., Inc.,
a Delaware corporation ("CV Starr"), Universal Foundation, Inc., a Panamanian
corporation ("Universal Foundation"), The Maurice R. and Corinne P. Greenberg
Family Foundation, Inc., a New York not-for-profit corporation (the "Greenberg
Foundation"), and Maurice R. and Corinne P. Greenberg Joint Tenancy Company,
LLC, a Florida limited liability company (the "Greenberg Joint Tenancy Company",
and together with Mr. Greenberg, Mr. Matthews, Starr International, CV Starr,
Universal Foundation and the Greenberg Foundation, the "Reporting Persons", and
each, a "Reporting Person").
The principal business address and office for Mr. Greenberg is 399 Park
Avenue, 17th Floor, New York, New York 10022. The principal occupation of Mr.
Greenberg is serving as a director and Chairman of the Board of each of Starr
International and CV Starr, and as the Chief Executive Officer of CV Starr. Mr.
Greenberg is also a trustee of the C. V. Starr & Co., Inc. Trust (the "Starr
Trust"), and a member, director and Chairman of the Board of The Starr
Foundation.
The principal business address and office for Mr. Matthews is 399 Park
Avenue, 17th Floor, New York, New York 10022. The principal occupation of Mr.
Matthews is serving as Managing Director and a director of Starr International
and a director and President of CV Starr. Mr. Matthews is also a trustee of the
Starr Trust, and a member and director of The Starr Foundation.
Starr International is a holding company that operates in a number of
lines of business, including commercial real estate, owning and operating a
private golf club and maintaining an investment portfolio, including the Common
Stock. Starr International also previously operated a deferred compensation
profit participation plan for the benefit of executives of the Issuer. Starr
International's principal office is Fitzwilliam Hall, Fitzwilliam Place, Dublin
2, Ireland and it also maintains an office at Mercury House - 101 Front Street,
Hamilton HM12 Bermuda. The following are the executive officers and directors of
Starr International, their addresses and their principal occupations:
Name and Address Office Principal Occupation
- ------------------------------------- ------------------------------ ----------------------------------
Maurice R. Greenberg Chairman of the Board (See above)
Edward E. Matthews Managing Director and Director (See above)
Houghton Freeman Director President, Freeman Foundation
499 Taber Hill Road
Stowe, VT 05672
Howard I. Smith Director Vice Chairman-Finance and
399 Park Avenue, 17th Floor Secretary of CV Starr
New York, NY 10022
John J. Roberts Director Senior Advisor, American
Concordia Farms International Group, Inc.
P.O. Box 703 Easton, MD 21601
Ernest Stempel Director Senior Advisor and Honorary
70 Pine Street, 29th Floor Director, American International
New York, NY 10270 Group, Inc.
Cesar Zalamea Director President and Chief Executive
Suite 1405-7 Officer of Starr International
Two Exchange Square Company (Asia), Limited
8 Connaught Place
Central, Hong Kong
9
Each of the above officers and directors of Starr International is a
United States citizen except Mr. Zalamea, who is a citizen of the Republic of
the Philippines.
CV Starr is a holding company that operates in a number of lines of
business, including owning a number of insurance agencies and holding an
investment portfolio, including the Common Stock. CV Starr's principal office is
399 Park Avenue, 17th Floor, New York, New York 10022. The following are the
executive officers and directors of CV Starr, their addresses and their
Name and Address Office Principal Occupation
- ------------------------------------ -------------------------- ------------------------------------
Maurice R. Greenberg Chairman of the Board and (See above)
(See above) Chief Executive Officer
Howard I. Smith Vice Chairman-Finance and (See above)
(See above) Secretary and Director
Edward E. Matthews President and Director (See above)
(See above)
J. Christopher Flowers Director Chairman of J.C. Flowers and Co. LLC
717 Fifth Avenue
26th Floor
New York, NY 10022
Houghton Freeman Director (See above)
(See above)
John J. Roberts Director (See above)
(See above)
Bertil P-H Lundqvist Director Executive Vice President and General
399 Park Avenue, 17th Floor, Counsel of CV Starr
New York, New York 10022
Each of the above officers and directors of CV Starr is a United States
citizen except Mr. Zalamea, who is a citizen of the Republic of the Philippines.
Universal Foundation is a for-profit Panamanian investment holding
company whose principal asset is the Common Stock held by it. Universal
Foundation's non-voting common stock is held by Starr International Charitable
Trust (Bermuda) and its voting common stock is held by S. G. Cubbon, Stuart
Osborne, Eligia G. Fernando, Cesar C. Zalamea and Aloysius B. Colayco. Universal
Foundation's principal office is Mercury House, 101 Front Street, Hamilton HM
12, Bermuda.
10
The following are the executive officers and directors of Universal
Foundation, their addresses and their principal occupations:
Name and Address Office Principal Occupation
- ------------------------------------ ------------------------ ----------------------------------------
Stuart Osborne President and Director President of Universal Foundation
Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Eligia G. Fernando Director Retired
Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Cesar C. Zalamea Director (See above)
(See above)
Aloysius B. Colayco Director Managing Director, Argosy Partners
Argosy Partners
8th Floor, Pacific Star Building
Makati City, Philippines
Jennifer Barclay Secretary Secretary of Universal Foundation
Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Margaret Barnes Treasurer Treasurer of Universal Foundation
Fitzwilliam Hall
Fitzwilliam Place
Dublin 2, Ireland
Ms. Fernando, Mr. Zalamea and Mr. Colayco are citizens of the Republic
of the Philippines and Mr. Osborne, Ms. Barclay and Ms. Barnes are citizens of
the United Kingdom.
The Greenberg Foundation is a not-for-profit New York corporation which
makes charitable grants from time to time in accordance with its policies. The
Greenberg Foundation's principal asset is the Common Stock held by it. The
Greenberg Foundation's principal office is 399 Park Avenue, 17th Floor, New
York, New York 10022.
The following are the executive officers and directors of the Greenberg
Foundation, their addresses and their principal occupations:
Name and Address Office Principal Occupation
- ---------------------------------- ----------------------------- ------------------------------------
Maurice R. Greenberg Chairman and Director (See above)
(See above)
Corinne P. Greenberg President and Director President and Director, Greenberg
399 Park Avenue, 17th Floor Foundation
New York, New York 10022
Jeffrey W. Greenberg Vice President and Director Vice President and Director,
399 Park Avenue, 17th Floor Greenberg Foundation
New York, New York 10022
Evan G. Greenberg Vice President and Director President and Chief Executive
399 Park Avenue, 17th Floor Officer, ACE Limited
New York, New York 10022
Lawrence S. Greenberg Vice President and Director Private Equity Investor
399 Park Avenue, 17th Floor
New York, New York 10022
Shake Nahapetian Treasurer Administrative Assistant, CV Starr
399 Park Avenue, 17th Floor
New York, New York 10022
11
Each of the above officers and directors of the Greenberg Foundation is
a United States citizen.
The Greenberg Joint Tenancy Company is a Florida limited liability
company whose sole member is the Maurice R. and Corinne P. Greenberg Joint
Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation"). The
Greenberg Joint Tenancy Corporation is a Florida corporation whose common stock
is held by Mr. Greenberg and Mrs. Greenberg as tenants by the entireties. The
principal asset of the Greenberg Joint Tenancy Company is the Common Stock held
by it. The shares of Common Stock held by the Greenberg Joint Tenancy Company
were previously held by Mr. and Mrs. Greenberg as tenants in common and were
transferred indirectly to the Greenberg Joint Tenancy Company as part of Mr. and
Mrs. Greenberg's estate and personal financial planning. The Greenberg Joint
Tenancy Company's principal office is 35 Ocean Reef Drive, Key Largo, Florida
33037.
The Greenberg Joint Tenancy Corporation is the sole and managing member
of the Greenberg Joint Tenancy Company and the following is the sole executive
officer and director of the Greenberg Joint Tenancy Corporation, his address and
his principal occupation:
Name and Address Office Principal Occupation
- ----------------------- ----------------------------- ---------------------
Maurice R. Greenberg Chairman, Director, Chief (See above)
(See above) Executive Officer,
President, Treasurer and
Secretary of Greenberg Joint
Tenancy Corporation
Mr. Greenberg is a United States citizen.
(d) and (e): During the last five years, none of Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, the Greenberg
Foundation, the Greenberg Joint Tenancy Company or the other individuals
disclosed in Item 2(a) above has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding has been or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D is being filed because, under the facts and
circumstances described in Items 2, 5 and 6, the Reporting Persons may be deemed
to be a group within the meaning of Section 13(d)(3) of the Act. This filing is
not being made as a result of any particular acquisitions or dispositions of
Common Stock by the Reporting Persons.
Item 4. Purpose of Transaction
Each of the Reporting Persons holds the securities reported herein for
investment purposes and reserves the right, in light of its ongoing evaluation
of the Issuer's financial condition, business, operations
12
and prospects, the market price of the Common Stock, conditions in the
securities markets generally, general economic and industry conditions, the
Reporting Person's and Issuer's respective business objectives, and other
relevant factors, at any time and as it deems appropriate, to change its plans
and intentions, to increase or decrease its investment in the Issuer, or to
engage in discussions with the Issuer and third parties or facilitate
discussions between the Issuer and third parties exploring such actions. In
particular, any one or more of the Reporting Persons may (i) purchase additional
shares of Common Stock, (ii) sell or transfer shares of Common Stock in public
or private transactions (including, without limitation, transfers among
Reporting Persons or between any Reporting Person and any entity affiliated with
such Reporting Person, which may include entities not in existence as of the
date hereof), (iii) enter into privately negotiated derivative transactions
and/or public purchases and sales of puts, calls and other derivative securities
to hedge the market risk of some or all of their positions in the Common Stock
and/or (iv) take any other action that might relate to or result in any of the
actions set forth in response to paragraphs (a) - (j) of Item 4 of Schedule 13D.
Any such actions 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, or other applicable law.
Recently, Starr International has engaged in open-market sales of
shares of Common Stock. Although each of such sales may in itself be immaterial,
such sales may in the aggregate and over time be deemed to give rise to a
material decrease in the percentage of the Common Stock beneficially owned by
Starr International. Starr International may continue to make such sales, in
amounts that it may in its sole discretion determine, or it may elect to
discontinue or suspend such sales, without, in any case, limiting the rights
reserved in the immediately preceding paragraph or any other rights of Starr
International.
Recently, CV Starr has engaged in open-market sales of shares of Common
Stock. Although each of such sales may in itself be immaterial, such sales may
in the aggregate and over time be deemed to give rise to a material decrease in
the percentage of the Common Stock beneficially owned by CV Starr. CV Starr may
continue to make such sales, in amounts that it may in its sole discretion
determine, or it may elect to discontinue or suspend such sales, without, in any
case, limiting the rights reserved in the first paragraph of this Item 4 or any
other rights of CV Starr.
Except as otherwise described in this Item 4 and Items 5 and 6 below,
no Reporting Person has formulated any plans or proposals which relate to or
would result in any of the events or transactions described in Items 4(a)
through (j) of the General Instructions to Schedule 13D under the Act.
Item 5. Interest in Securities of the Issuer
(a) and (b): The Reporting Persons may be deemed to be a group within
the meaning of Section 13(d)(3) of the Act consisting of the Reporting Persons
as a result of the facts and circumstances described in Items 2, 5 and 6 of this
Schedule 13D. The Reporting Persons as a group may be deemed beneficially to own
in the aggregate 393,157,543 shares of Common Stock, representing approximately
15.1% of the outstanding shares of Common Stock (based on 2,597,469,137 shares
of Common Stock reported by the Issuer as outstanding as of March 31, 2006, in
the Issuer's Form 10-Q filed on May 10, 2006). Each of Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, the Greenberg
Foundation and the Greenberg Joint Tenancy Company disclaims beneficial
ownership of the shares of Common Stock held by the other members of such group;
provided, however, that Mr. Greenberg does not disclaim beneficial ownership of
the shares of Common Stock held by the Greenberg Joint Tenancy Company.
Mr. Greenberg has the sole power to vote and direct the disposition of
2,902,886 shares of Common Stock, which may be acquired pursuant to incentive
stock options previously granted by the Issuer to Mr. Greenberg as an officer
and director of the Issuer that are exercisable within 60 days of the date
hereof. Mr. Greenberg has shared power to vote and direct the disposition of
79,388,082 shares of Common Stock, 18,120,666 shares of which are held as
tenant in common with Mr. Greenberg's wife, 108,663 shares of which are held in
family trusts of which Mr. Greenberg is a trustee, 41,277,246 shares of which
are held by CV Starr (18,644,278 shares of which are held by the Starr Trust,
for which CV Starr is a beneficiary and Mr. Greenberg is a trustee), 381,507
shares of which are held by the Greenberg Foundation, of which Mr. Greenberg,
his wife and family members are directors, and 20,000,000 shares of which are
13
held by the Greenberg Joint Tenancy Company, of which the Greenberg Joint
Tenancy Corporation is the managing member. Mr. Greenberg owns 24.08% of the
common stock of CV Starr directly. Based on Mr. Greenberg's voting power in CV
Starr, his position as a trustee of the Starr Trust, his position as director
and Chairman of the Board of the Greenberg Foundation, his position as director
and Chairman of the Board of the Greenberg Joint Tenancy Corporation, the
managing member of the Greenberg Joint Tenancy Company, and the other facts and
circumstances described in Items 2, 4, 5 and 6 of this Schedule 13D,
Mr. Greenberg may be deemed to beneficially own the shares of Common Stock held
by CV Starr, the Starr Trust, the Greenberg Foundation and the Greenberg Joint
Tenancy Company. Mr. Greenberg disclaims beneficial ownership of the shares of
Common Stock held by CV Starr, the Starr Trust, Universal Foundation, the
Greenberg Foundation, the family trusts described above and the shares of
Common Stock transferred to the MRG/CPG Volaris Trust as described in Item 6.
Mr. Matthews has the sole power to vote and direct the disposition of
729,320 shares of Common Stock, 306,820 of which are held directly by Mr.
Matthews and 422,500 shares of which may be acquired pursuant to incentive stock
options previously granted by the Issuer to Mr. Matthews as an officer and
director of the Issuer that are exercisable within 60 days of the date hereof.
Mr. Matthews has shared power to vote and direct the disposition of 18,667,378
shares of Common Stock, 23,100 shares of which are held by Mr. Matthew's wife
and 18,644,278 shares of which are held by the Starr Trust, for which CV Starr
is a beneficiary and Mr. Matthews is a trustee. Based on the facts and
circumstances described in Items 2, 4, 5 and 6 of this Schedule 13D, Mr.
Matthews may be deemed to beneficially own the shares of Common Stock held by
the Starr Trust. Mr. Matthews disclaims beneficial ownership of the shares of
Common Stock held by the Starr Trust, the shares of Common Stock held by his
wife and the shares of Common Stock transferred to the EEM Volaris Trust as
described in Item 6.
Starr International has the sole power to vote and direct the
disposition of 307,911,552 shares of Common Stock held by Starr International
and the shared power to direct the disposition of 2,202,603 shares of Common
Stock held by Universal Foundation.
CV Starr has the shared power to vote and direct the disposition of
41,277,246 shares of Common Stock held by CV Starr (18,644,278 shares of which
are held by the Starr Trust, of which CV Starr is a beneficiary). CV Starr
disclaims beneficial ownership of the shares of Common Stock transferred to the
CV Starr Volaris Trust as described in Item 6.
Universal Foundation has the sole power to vote 2,202,603 shares of
Common Stock, 2,202,603 shares of which are held directly by Universal
Foundation. Pursuant to an Investment Management Agreement, Starr International
Advisors, Inc. ("Starr International Advisors"), a Delaware corporation and a
wholly owned subsidiary of Starr International, has the power to direct the
disposition of 2,202,603 shares of Common Stock held by Universal Foundation.
Mr. Matthews is President and Director of Starr International Advisors and Mr.
Greenberg is a Director of Starr International Advisors.
The Greenberg Foundation has the shared power to vote and direct the
disposition of 381,507 shares of Common Stock, 381,507 shares of which are held
directly by the Greenberg Foundation.
The Greenberg Joint Tenancy Company has the shared power to vote and
direct the disposition of 20,000,000 shares of Common Stock, 20,000,000 shares
of which are held directly by the Greenberg Joint Tenancy Company.
Executive officers and directors of Starr International beneficially
owned shares of Common Stock and had rights to acquire shares of Common Stock
exercisable within 60 days as follows:
14
Right to
Acquire
Owned Shares (1) % (2) Shares (1) % (2)
---------------- ----- ---------- -----
Maurice R. Greenberg (See above) (See above)
Edward E. Matthews (See above) (See above)
Houghton Freeman 2,720,000 0.1 0 0.0
Howard I. Smith 210,000 (3) 0 0.0
John J. Roberts 3,700,000 0.1 0 0.0
Ernest Stempel 21,480,000 0.8 0 0.0
Cesar Zalamea 80,000 (3) (4) (3)
______________________
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 0.1%.
(4) Less than 10,000 shares.
(4) Less than 10,000 shares.
Executive officers and directors of CV Starr beneficially owned shares
of Common Stock and had rights to acquire shares of Common Stock exercisable
within 60 days as follows:
Right to
Acquire
Owned Shares (1) % (2) Shares (1) % (2)
---------------- ----- ---------- -----
Maurice R. Greenberg (See above) (See above)
Howard I. Smith (See above) (See above)
Edward E. Matthews (See above) (See above)
J. Christopher Flowers 0 0.0 0 0.0
Houghton Freeman (See above) (See above)
John J. Roberts (See above) (See above)
Bertil P-H Lundqvist 0 0.0 0 0.0
_________________
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 10,000 shares.
Executive officers and directors of Universal Foundation beneficially
owned shares of Common Stock and had rights to acquire shares of Common Stock
exercisable within 60 days as follows:
Right to
Acquire
Owned Shares (1) % (2) Shares (1) % (2)
---------------- ----- ---------- -----
Stuart Osborne (4) (3) 0 0.0
Eligia G. Fernando 50,000 (3) 0 0.0
Cesar C. Zalamea (See above) (See above)
Aloysius B. Colayco 0 0.0 0 0.0
Jennifer Barclay (4) (3) 0 0.0
Margaret Barnes (4) (3) 0 0.0
___________________
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 0.1%.
(4) Less than 10,000 shares.
Executive officers and directors of the Greenberg Foundation
beneficially owned shares of Common Stock and had rights to acquire shares of
Common Stock exercisable within 60 days as follows:
15
Right to
Acquire
Owned Shares (1) % (2) Shares (1) % (2)
---------------- ----- ---------- -----
Maurice R. Greenberg (See above) (See above)
Corinne P. Greenberg 18,120,000 0.7 0 0.0
Jeffrey W. Greenberg 0 0.0 0 0.0
Evan G. Greenberg 0 0.0 0 0.0
Lawrence S. Greenberg (4) (3) 0 0.0
Shake Nahapetian 50,000 (3) 0 0.0
_______________________
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 0.1%.
(4) Less than 10,000 shares.
The sole executive officer and director of the Greenberg Joint Tenancy
Company beneficially owned shares of Common Stock and had rights to acquire
shares of Common Stock exercisable within 60 days as follows:
Right to
Acquire
Owned Shares (1) % (2) Shares (1) % (2)
---------------- ----- ----------- -----
Maurice R. Greenberg (See above) (See above)
(c) On November 15, 2005, CV Starr entered into a variable pre-paid
forward sale contract (the "CSFB Contract") for up to 4,423,116 shares (the
"CSFB Maximum Number") of Common Stock pursuant to a letter agreement by and
among CV Starr, Credit Suisse First Boston LLC and Credit Suisse First Boston
Capital LLC ("CSFB"). The final terms of the CSFB Contract, including the CSFB
Maximum Number of shares deliverable by CV Starr upon settlement, were
determined in a block transaction between CV Starr and CSFB (or its affiliate),
acting as a block positioner, in accordance with the Securities and Exchange
Commission's interpretative letter to Goldman, Sachs & Co., dated December 20,
1999 (the "No Action Letter"). CV Starr has received aggregate proceeds of
$240,000,043 under the CSFB Contract.
The CSFB Contract provides that for each of the 10 Scheduled Trading
Days (as defined in the CSFB Contract) prior to and including November 20, 2008
(the "CSFB Settlement Dates"), CV Starr will deliver a number of shares of
Common Stock to CSFB (or, at the election of CV Starr, the cash equivalent of
such shares) determined with respect to each CSFB Settlement Date as follows:
(a) if the VWAP Price (as defined in the CSFB Contract) per share of the Common
Stock (the "CSFB Settlement Price") is less than or equal to $65.85 (the "CSFB
Forward Floor Price"), a delivery of 1/10 of the CSFB Maximum Number of shares
of Common Stock, subject to rounding; (b) if the CSFB Settlement Price is
greater than the CSFB Forward Floor Price but less than or equal to $85.61 per
share (the "CSFB Forward Cap Price"), a delivery of shares equal to the CSFB
Forward Floor Price/CSFB Settlement Price x 1/10 of the CSFB Maximum Number of
shares of Common Stock, subject to rounding; and (c) if the CSFB Settlement
Price is greater than the CSFB Forward Cap Price, a delivery of shares equal to
((CSFB Forward Floor Price + (CSFB Settlement Price - CSFB Forward Cap Price))
/ CSFB Settlement Price) x 1/10 of the CSFB Maximum Number of shares of Common
Stock, subject to rounding.
On November 21, 2005, CV Starr entered into a variable pre-paid forward
sale contract (the "Confirmation") for up to 2,917,916 shares (the "Citi Maximum
Number") of Common Stock pursuant to the Master Terms and Conditions for
Pre-Paid Forward Contracts, dated as of November 15, 2005 (together with the
Confirmation, the "Citi Contract"), by and between CV Starr and Citibank, N.A.
("Citibank"). The final terms of the Citi Contract, including the Citi Maximum
Number of shares that will be deliverable by CV Starr upon settlement, were
determined in unsolicited brokerage transactions by Citibank (or its
16
affiliate) over a specified execution period beginning on November 18, 2005, in
accordance with the No Action Letter. CV Starr has received aggregate proceeds
of $160,000,000 under the Citi Contract.
The Citi Contract provides that for each of the 10 Scheduled Trading
Days (as defined in the Citi Contract) prior to and including December 10, 2008
(the "Citi Settlement Dates"), CV Starr will deliver a number of shares of
Common Stock to Citibank (or, at the election of CV Starr, the cash equivalent
of such shares) determined with respect to each Citi Settlement Date as follows:
(a) if the Relevant Price (as defined in the Citi Contract) per share of the
Common Stock (the "Citi Settlement Price") is less than or equal to $66.8540
(the "Citi Forward Floor Price"), a delivery of 1/10 of the Citi Maximum Number
of shares of Common Stock, subject to rounding; (b) if the Citi Settlement Price
is greater than the Citi Forward Floor Price but less than or equal to $86.9102
per share (the "Citi Forward Cap Price"), a delivery of shares equal to the Citi
Forward Floor Price/Citi Settlement Price x 1/10 of the Citi Maximum Number of
shares of Common Stock, subject to rounding; and (c) if the Citi Settlement
Price is greater than the Citi Forward Cap Price, a delivery of shares equal to
((Citi Forward Floor Price + (Citi Settlement Price - Citi Forward Cap Price)) /
Citi Settlement Price) x 1/10 of the Citi Maximum Number of shares of Common
Stock, subject to rounding.
The descriptions of the CSFB Contract and the Citi Contract are
qualified in their entirety by the text of such contracts, copies of which are
Exhibits B and C hereto, respectively.
Recently, CV Starr has sold shares of Common Stock as described below:
Date Number of Shares Sold Average Sale Price Per Share
- ---------------- -------------------------- -----------------------------------
04/20/06 10,000 $63.4455
04/21/06 10,000 $63.9266
04/24/06 10,000 $63.8334
04/25/06 10,000 $64.1564
04/26/06 10,000 $63.5112
04/27/06 10,000 $64.9399
04/27/06 100,000 $65.0111
04/28/06 100,000 $65.4703
05/01/06 100,000 $64.9654
05/02/06 100,000 $65.0000
05/03/06 100,000 $65.0000
05/04/06 26,300 $65.3000
05/05/06 73,700 $65.1945
05/08/06 100,000 $65.4663
05/09/06 100,600 $65.4461
05/09/06 100,000 $65.9855
05/10/06 100,000 $66.1499
Recently, Starr International has sold shares of Common Stock as
described below:
Date Number of Shares Sold Average Sale Price Per Share
- ---------------- -------------------------- -----------------------------------
02/08/06 200,000 $66.0081
02/10/06 800,000 $67.5325
02/14/06 100,000 $68.3498
02/24/06 523,900 $67.0660
02/27/06 376,100 $66.9450
04/04/06 10,000 $65.9369
04/05/06 10,000 $66.0181
17
Date Number of Shares Sold Average Sale Price Per Share
- ---------------- -------------------------- -----------------------------------
04/06/06 10,000 $65.5749
04/07/06 10,000 $64.5622
04/10/06 10,000 $64.0889
04/11/06 10,000 $63.4675
04/12/06 10,000 $63.3781
04/13/06 10,000 $63.2643
04/17/06 10,000 $62.9881
04/19/06 10,000 $63.8026
04/20/06 10,000 $63.4385
04/21/06 10,000 $63.9258
04/24/06 10,000 $63.9233
04/26/06 20,000 $63.9091
04/27/06 110,000 $65.1626
04/28/06 100,000 $65.1209
05/01/06 100,000 $65.0673
05/02/06 83,845 $65.2684
05/03/06 100,000 $65.0000
05/04/06 100,000 $65.3358
05/05/06 100,000 $65.1848
05/08/06 100,000 $65.4500
05/09/06 50,000 $65.6931
Recently, Universal Foundation has sold shares of Common Stock as
described below:
Date Number of Shares Sold Average Sale Price Per Share
- ---------------- -------------------------- -----------------------------------
2/23/2006 50,900 $67.5123
2/28/2006 249,100 $66.7580
3/1/2006 133,600 $66.6016
3/7/2006 166,400 $66.5282
4/24/2006 100,000 $63.8497
4/24/2006 100,000 $63.7883
4/26/2006 125,096 $64.0024
4/27/2006 66,200 $64.0362
On February 23, 2006, the Greenberg Foundation sold 20,086 shares of
Common Stock for $67.00 per share.
On May 26, 2006, Mr. Greenberg and Mrs. Greenberg transferred
indirectly 20,000,000 shares of Common Stock they held as tenants in common to
the Greenberg Joint Tenancy Company.
To the knowledge of each of the Reporting Persons, there were no other
transactions in the Common Stock that were effected during the past sixty days
by the Reporting Persons.
(d) and (e): Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On March 7, 2006, Mr. Matthews and CV Starr separately entered into
agreements to transfer shares of Common Stock to certain trusts, as further
described below. On March 9, 2006, Mr. Greenberg
18
separately entered into an agreement to transfer shares of Common Stock
to a trust, as further described below.
On March 7, 2006, Mr. Matthews entered into an agreement to transfer
1,237,315 shares of Common Stock (the "EEM Trust Shares") to the 2006 EEM
Volaris Trust (the "EEM Volaris Trust"). The EEM Volaris Trust was established
under the 2006 EEM Volaris Trust Agreement, dated March 9, 2006 (the "EEM Trust
Agreement"), between Mr. Matthews, as settlor and sole beneficiary, and Pitcairn
Trust Company (the "EEM Volaris Trustee").
Under the EEM Trust Agreement, Mr. Matthews agrees to transfer the EEM
Trust Shares to the EEM Volaris Trustee, which is an independent trustee that is
unaffiliated with the Issuer or Mr. Matthews. The EEM Volaris Trustee has sole
power to vote and dispose of the EEM Trust Shares. The EEM Trust Agreement
instructs the EEM Volaris Trustee to enter into an investment management
agreement (the "EEM Investment Management Agreement") with Credit Suisse
Securities (USA) LLC as investment manager for the trust whereby such investment
manager will engage in an option overlay and spreading strategy with respect to
the EEM Trust Shares that seeks to enhance returns and reduce volatility. The
EEM Volaris Trust is revocable upon written notice by Mr. Matthews to the EEM
Volaris Trustee. Upon the termination of the EEM Volaris Trust, the EEM Volaris
Trustee shall distribute the principal (and income, to the extent not previously
distributed) as then constituted to anyone previously designated by Mr. Matthews
in writing, or, in default of the exercise of such general power of appointment,
to Mr. Matthews if then living; or if incapacitated, to Mr. Matthews' duly
appointed guardian or fiduciary, or an agent under a power of attorney; or if
deceased, to the duly qualified legal representative of Mr. Matthews' estate,
including the executors and/or administrators of the estate.
On March 7, 2006, CV Starr entered into an agreement to transfer
5,000,000 shares of Common Stock (the "CV Starr Trust Shares") to the 2006 CV
Starr Volaris Trust (the "CV Starr Volaris Trust"). The CV Starr Volaris Trust
was established under the 2006 CV Starr Volaris Trust Agreement dated March 7,
2006 (the "CV Starr Trust Agreement"), between CV Starr, as settlor and sole
beneficiary, and Pitcairn Trust Company (the "CV Starr Volaris Trustee").
Under the CV Starr Trust Agreement, CV Starr agrees to transfer the CV
Starr Trust Shares to the CV Starr Volaris Trustee, which is an independent
trustee that is unaffiliated with the Issuer or CV Starr. The CV Starr Volaris
Trustee has sole power to vote and dispose of the CV Starr Trust Shares. The CV
Starr Trust Agreement instructs the CV Starr Volaris Trustee to enter into an
investment management agreement (the "CV Starr Investment Management Agreement")
with Credit Suisse Securities (USA) LLC as investment manager for the trust
whereby such investment manager will engage in an option overlay and spreading
strategy with respect to the CV Starr Trust Shares that seeks to enhance returns
and reduce volatility. The CV Starr Volaris Trust is revocable upon written
notice by CV Starr to the CV Starr Volaris Trustee. Upon the termination of the
CV Starr Volaris Trust, the CV Starr Volaris Trustee shall distribute the
principal (and income, to the extent not previously distributed) as then
constituted to anyone previously designated by CV Starr in writing, or, in
default of the exercise of such general power of appointment, to CV Starr or its
successors-in-interest.
On March 9, 2006, Mr. Greenberg and his spouse entered into an
agreement to transfer 5,000,000 jointly owned shares of Common Stock (the
"MRG/CPG Trust Shares") to the 2006 MRG/CPG Volaris Trust (the "MRG/CPG Volaris
Trust"). The MRG/CPG Volaris Trust was established under the 2006 MRG/CPG
Volaris Trust Agreement, dated March 9, 2006 (the "MRG/CPG Trust Agreement"),
between Mr. and Mrs. Greenberg, each as a settlor with respect to his or her
one-half of the trust assets and as sole beneficiary of such half, and Pitcairn
Trust Company (the "MRG/CPG Volaris Trustee").
Under the MRG/CPG Trust Agreement, Mr. and Mrs. Greenberg agree to
transfer the MRG/CPG Trust Shares to the MRG/CPG Volaris Trustee, which is an
independent trustee that is unaffiliated with the Issuer, Mr. Greenberg or
Mrs. Greenberg. The MRG/CPG Volaris Trustee has sole power to vote and
dispose of the MRG/CPG Trust Shares. The MRG/CPG Trust Agreement instructs
the MRG/CPG Volaris Trustee to enter into an investment management agreement
(the "MRG/CPG Investment Management Agreement") with Credit Suisse Securities
(USA) LLC as investment manager for the trust whereby such
19
investment manager will engage in an option overlay and spreading strategy with
respect to the MRG/CPG Trust Shares that seeks to enhance returns and reduce
volatility. The MRG/CPG Volaris Trust is revocable, with respect to Mr. and Mrs.
Greenberg's portion of this Trust, upon written notice to the MRG/CPG Volaris
Trustee by either Mr. or Mrs. Greenberg, or completely revocable upon joint
written notice to the MRG/CPG Volaris Trustee. Upon the termination of the
MRG/CPG Volaris Trust, the MRG/CPG Volaris Trustee shall distribute the
principal (and income, to the extent not previously distributed) allocable to
Mr. or Mrs. Greenberg, as then constituted, to anyone previously designated by
such person, respectively, in writing, or in default of the exercise of such
general power of appointment, to Mr. and Mrs. Greenberg in his or her
proportionate share if both then living; or if either person is incapacitated,
to such person's duly appointed guardian or fiduciary, or an agent under a power
of attorney executed by such incapacitated person; or if deceased, to the duly
qualified legal representative of such deceased person's estate, including the
executors and/or administrators of such person's estate.
The descriptions of the EEM Volaris Trust, the EEM Investment
Management Agreement, the CV Starr Volaris Trust, the CV Starr Investment
Management Agreement, the MRG/CPG Volaris Trust, and the MRG/CPG Investment
Management Agreement are qualified in their entirety by the text of such
documents, copies of which are attached as Exhibits E through J hereto,
respectively.
Universal Foundation has granted approximately 127,698 options to
purchase shares of Common Stock to various individuals.
On May 18, 2006, Mr. and Mrs. Greenberg contributed 500,000 shares of
Common Stock they owned as tenants in common to an exchange fund over which they
have no control in exchange for shares of the exchange fund. The Common Stock
was valued at $62.50 per share for purposes of determining the number of shares
of the exchange fund issuable.
On May 26, 2006, Mr. Greenberg and Mrs. Greenberg transferred
indirectly 20,000,000 shares of Common Stock they held as tenants in common
to the Greenberg Joint Tenancy Company.
Items 2, 4 and 5 disclose (i) certain relationships between the
Reporting Persons, (ii) the Offer, (iii) the CSFB Contract and (iv) the Citi
Contract, which disclosures are hereby incorporated by reference into this
Item 6 in their entirety. There are no contracts, arrangements or
understandings among the Reporting Persons, other than as described in this
Item 6 and in Item 7 below, with respect to the shares of Common Stock
reported on this Schedule 13D.
20
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement, dated as of May 26, 2006, by and
among Mr. Greenberg, Mr. Matthews, Starr International
Company, Inc., C. V. Starr & Co., Inc., Universal
Foundation, Inc., The Maurice R. and Corinne P. Greenberg
Family Foundation, Inc. and Maurice R. and Corinne P.
Greenberg Joint Tenancy Company, LLC.
Exhibit B: Letter Agreement and Transaction Supplement, each dated as
of November 15, 2005, by and among CV Starr & Co., Inc.,
Credit Suisse First Boston LLC and Credit Suisse First
Boston Capital LLC. (Incorporated by reference to Exhibit B
to the Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on November 23, 2005.)
Exhibit C: Master Terms and Conditions for Pre-Paid Forward Contracts
and Pre-Paid Forward Contract Confirmation, dated as of
November 15, 2005 and November 21, 2005, respectively, by
and between C. V. Starr & Co., Inc. and Citibank, N.A.
(Incorporated by reference to Exhibit C to the Schedule 13D
filed with the Securities and Exchange Commission in
respect of the Issuer on November 23, 2005.)
Exhibit D: Investment Management Agreement, dated as of January 13,
2006, by and between Starr International Advisors, Inc. and
Universal Foundation, Inc. (Incorporated by reference to
Exhibit D to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on February
21, 2006.)
Exhibit E: 2006 EEM Volaris Trust Agreement, dated as of March 7,
2006, by and between Edward E. Matthews and Pitcairn Trust
Company. (Incorporated by reference to Exhibit E to the
Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit F: Form of Volaris Volatility Management Discretionary
Investment Management Agreement, by and between Credit
Suisse Securities (USA) LLC and Pitcairn Trust Company as
the EEM Volaris Trustee. (Incorporated by reference to
Exhibit F to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on March 10,
2006.)
Exhibit G: 2006 CV Starr Volaris Trust Agreement, dated as of March 7,
2006, by and between C. V. Starr & Co., Inc. and Pitcairn
Trust Company. (Incorporated by reference to Exhibit G to
the Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit H: Form of Volaris Volatility Management Discretionary
Investment Management Agreement, by and between Credit
Suisse Securities (USA) LLC and Pitcairn Trust Company as
the CV Starr Volaris Trustee. (Incorporated by reference to
Exhibit H to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on March 10,
2006.)
Exhibit I: 2006 MRG/CPG Volaris Trust Agreement, dated as of March
9, 2006, by and among Maurice R. Greenberg, Corinne P.
Greenberg and Pitcairn Trust Company. (Incorporated by
reference to Exhibit I to the Schedule 13D filed with the
Securities and Exchange Commission in respect of the Issuer
on March 10, 2006.)
Exhibit J: Form of Volaris Volatility Management Discretionary
Investment Management Agreement, by and between Credit
Suisse Securities (USA) LLC and Pitcairn Trust Company as
the MRG/CPG Volaris Trustee. (Incorporated by reference to
Exhibit J to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on March 10,
2006.)
Exhibit K: Maurice R. Greenberg Power of Attorney, dated March 1,
2006. (Incorporated by reference to Exhibit K to the
Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit L: Edward E. Matthews Power of Attorney, dated as of
February 21, 2006. (Incorporated by reference to Exhibit
24.4 to the Form 4 filed with the Securities and Exchange
Commission in respect of the Issuer on March 9, 2006.)
Exhibit M: Starr International Company, Inc. Power of Attorney,
dated as of February 24, 2006. (Incorporated by reference
to Exhibit M to the Schedule 13D filed with the Securities
and Exchange Commission in respect of the Issuer on March
10, 2006.)
Exhibit N: C. V. Starr & Co., Inc. Power of Attorney, dated as of
February 24, 2006. (Incorporated by reference to Exhibit
24.4 to the Form 4 filed with the Securities and Exchange
Commission in respect of the Issuer on March 9, 2006.)
Exhibit O: Universal Foundation, Inc. Power of Attorney, dated as
of February 21, 2006. (Incorporated by reference to Exhibit
O to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on March 10,
2006.)
Exhibit P: The Maurice R. Greenberg and Corinne P. Greenberg Family
Foundation, Inc. Power of Attorney, dated as of February
21, 2006. (Incorporated by reference to Exhibit 24.3 to the
Form 3 filed with the Securities and Exchange Commission in
respect of the Issuer on March 6, 2006.)
Exhibit Q: Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC Power of Attorney, dated as of May 25, 2006.
There are no other written agreements, contracts, arrangements,
understandings, plans or proposals within the category of those described in
Item 7 of the General Instructions to Schedule 13D under the Act.
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: May 26, 2006 MAURICE R. GREENBERG
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
EDWARD E. MATTHEWS
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
STARR INTERNATIONAL COMPANY, INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
C. V. STARR & CO., INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
UNIVERSAL FOUNDATION, INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
THE MAURICE R. AND CORINNE P. GREENBERG
FAMILY FOUNDATION, INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
MAURICE R. AND CORINNE P. GREENBERG JOINT
TENANCY COMPANY, LLC
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
Exhibit A
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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 therein, 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: May 26, 2006 MAURICE R. GREENBERG
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
EDWARD E. MATTHEWS
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
STARR INTERNATIONAL COMPANY, INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
C. V. STARR & CO., INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
UNIVERSAL FOUNDATION, INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
THE MAURICE R. AND CORINNE P. GREENBERG
FAMILY FOUNDATION, INC.
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
MAURICE R. AND CORINNE P. GREENBERG JOINT
TENANCY COMPANY, LLC
By: /s/ Bertil P-H Lundqvist, Attorney-in-Fact
-----------------------------------------------
Name: Bertil P-H Lundqvist, Attorney-in-Fact
By: /s/ Leif B. King, Attorney-in-Fact
-----------------------------------------------
Name: Leif B. King, Attorney-in-Fact
Exhibit Q
---------
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby
constitutes, designates and appoints any one individual from Group A (as
defined below) and any one individual from Group B (as defined below), taken
together, jointly, as such person's true and lawful attorneys-in-fact and
agents for the undersigned and in the undersigned's name, place and stead, in
any and all capacities, to execute, acknowledge, deliver and file any and all
filings required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including Sections 13 and 16 of such act, and the rules and
regulations thereunder, and the Securities Act of 1933, as amended (the
"Securities Act"), including Rule 144 and the other rules and regulations
thereunder, and all documents in connection with such filings, respecting
securities of American International Group, Inc., a Delaware corporation,
including but not limited to Forms 3, 4 and 5 and Schedules 13D and 13G under
the Exchange Act and Form 144 under the Securities Act and any amendments
thereto and successor forms and schedules thereto.
Group A shall consist of the following individuals: Edward E.
Matthews, Howard I. Smith and Bertil P-H Lundqvist. Group B shall consist of
the following individuals: Jeffrey W. Tindell, Michael P. Rogan, Stephen W.
Hamilton, Todd E. Freed and Leif B. King.
This power of attorney shall be valid from the date hereof until
revoked by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 25th day of May, 2006.
MAURICE R. AND CORINNE P.
GREENBERG JOINT TENANCY COMPANY, LLC
By: /s/ Maurice R. Greenberg
------------------------------
Name: Maurice R. Greenberg
Title: Chairman and Director