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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* Mettler - Toledo International Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 592688 10 5 --------------------------------------------- (CUSIP Number) *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 disclosure 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 ("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). Page 1 of 9 pages 2 CUSIP NO. 592688 10 5 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American International Group, Inc. I.R.S. Identification No. 13-2592361 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated under the laws of the State of Delaware - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 2,239,611 EACH -------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,239,611 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,239,611 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON HC Page 2 of 9 3 CUSIP NO. 592688 10 5 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON National Union Fire Insurance Company of Pittsburgh, Pa. I.R.S. Identification No. 25-0687550 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the Commonwealth of Pennsylvania - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 2,239,611 EACH -------------------------------------------------- REPORTING 7. SOLE DISPOSITIVE POWER PERSON 0 WITH -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 2,239,611 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,239,611 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IC Page 3 of 9 4 ITEM 1 (a). NAME OF ISSUER: Mettler - Toledo International Inc. ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Im Langacher PO Box MT - 100 CH-8606 Greifensee, Switzerland ITEM 2 (a). NAME OF PERSON(S) FILING: American International Group, Inc. National Union Fire Insurance Company of Pittsburgh, Pa. ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE(S): American International Group, Inc. 70 Pine Street New York, New York 10270 National Union Fire Insurance Company of Pittsburgh, Pa. 70 Pine Street New York, New York 10270 ITEM 2 (c). CITZENSHIP: The information requested hereunder is set forth under Item 4 of the cover pages to this Schedule 13G. ITEM 2 (d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value per share ITEM 2 (e). CUSIP NUMBER: 592688 10 5 Page 4 of 9 5 ITEM 3. TYPE OF PERSONS FILING: American International Group, Inc.: (g) Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G) promulgated under the Securities Exchange Act of 1934, as amended (the "Act") National Union Fire Insurance Company of Pittsburgh, Pa.: (c) Insurance Company as defined in Section 3 (a) (19) of the Act ITEM 4. OWNERSHIP. (a) through (c). The information requested hereunder is set forth, as of December 31, 1997, under Items 5 through 9 and Item 11 of the cover pages to this Schedule 13G. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. See Exhibit 1 attached hereto for the information requested hereunder with respect to the relevant subsidiary of American International Group, Inc. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. Page 5 of 9 6 ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. Date: February 13, 1998 AMERICAN INTERNATIONAL GROUP, INC. By /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Vice President and Secretary NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. By /s/ David B. Pinkerton ------------------------------------ Name: David B. Pinkerton Title: Vice President Page 6 of 9 7 EXHIBIT INDEX Exhibit 1 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Exhibit 2 Agreement of Joint Filing Page 7 of 9
1 Exhibit 1 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. American International Group, Inc. -- Subsidiary Information National Union Fire Insurance Company of Pittsburgh, Pa.: (c) Insurance Company as defined in Section 3 (a) (19) of the Act Category Symbol: IC Page 8 of 9
1 Exhibit 2 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(f), promulgated 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 13G, and any amendments thereto, with respect to the Common Stock, $0.01 par value per share, of Mettler-Toledo International Inc. and that this Agreement may be included as an Exhibit to such filing. Each of the undersigned parties represents and warrants to the other that the information contained in any amendment thereto about it will be, true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the other of any changes in such information or of any additional information which would require any amendment to the Schedule 13G and to promptly file such amendment. Each of the undersigned parties agrees to indemnify the other for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any representations, warranties or agreements in this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 13, 1998. AMERICAN INTERNATIONAL GROUP, INC. By /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Vice President and Secretary NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. By /s/ David B. Pinkerton ------------------------------------ Name: David B. Pinkerton Title: Vice President Page 9 of 9