UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 24)
21ST CENTURY INSURANCE GROUP
(NAME OF ISSUER)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
90130N 10 3
(CUSIP NUMBER)
KATHLEEN E. SHANNON
SENIOR VICE PRESIDENT AND SECRETARY
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK
(212) 770-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
September 27, 2007
(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 WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX:
[ ]
(CONTINUED ON THE FOLLOWING PAGE)
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/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) Source of Funds
WC
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[X]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
34,699,350
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 53,445,620
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
34,699,350
-----------------------------------------------------------
(10) Shared Dispositive Power
53,445,620
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
88,144,970
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
100.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- --------------------------------------------------------------------------------
2
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
AIG Commercial Insurance Group, Inc. (I.R.S. Identification No. 13-3386798)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 53,445,620
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------------
(10) Shared Dispositive Power
53,445,620
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
53,445,620
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
60.6%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- --------------------------------------------------------------------------------
3
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
AIG Property Casualty Group, Inc. (I.R.S. Identification No. 20-5971809)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 53,445,620
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------------
(10) Shared Dispositive Power
53,445,620
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
53,445,620
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
60.6%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
HC, CO
- --------------------------------------------------------------------------------
4
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
American Home Assurance Company (I.R.S. Identification No. 13-5124990)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of New York
- --------------------------------------------------------------------------------
(7) Sole Voting Power
0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 14,395,665
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------------
(10) Shared Dispositive Power
14,395,665
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
14,395,665
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
16.3%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IC, CO
- --------------------------------------------------------------------------------
5
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
Commerce and Industry Insurance Company (I.R.S. Identification No.
31-1938623)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of New York
- --------------------------------------------------------------------------------
(7) Sole Voting Power
0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 5,414,827
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------------
(10) Shared Dispositive Power
5,414,827
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,414,827
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.1%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IC, CO
- --------------------------------------------------------------------------------
6
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/S.S. or I.R.S.
Identification No. of Above Person
New Hampshire Insurance Company (I.R.S. Identification No. 02-0172170)
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of
Pennsylvania
- --------------------------------------------------------------------------------
(7) Sole Voting Power
0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 5,414,827
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------------
(10) Shared Dispositive Power
5,414,827
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,414,827
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.1%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IC, CO
- --------------------------------------------------------------------------------
7
- ---------------------
CUSIP NO. 90130N 10 3
- ---------------------
- --------------------------------------------------------------------------------
(1) Name of Reporting Person/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) Source of Funds
OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
[ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization Incorporated in the State of
Pennsylvania
- --------------------------------------------------------------------------------
(7) Sole Voting Power
0
-----------------------------------------------------------
(8) Shared Voting Power
Number of Shares
Beneficially Owned 28,220,301
By Each Reporting -----------------------------------------------------------
Person With (9) Sole Dispositive Power
0
-----------------------------------------------------------
(10) Shared Dispositive Power
28,220,301
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
28,220,301
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
32.0%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IC, CO
- --------------------------------------------------------------------------------
8
Item 1. Security and Issuer.
This Amendment No. 24 (this "Amendment") to the Statement on Schedule 13D
filed by American International Group, Inc., a Delaware corporation ("AIG"),
amends and supplements the Statement on Schedule 13D originally dated
December 16, 1994 and as amended by Amendment No. 1 to Schedule 13D dated March
23, 1995, Amendment No. 2 to Schedule 13D dated January 9, 1998, Amendment No.
3 to Schedule 13D dated April 8, 1998, Amendment No. 4 to Schedule 13D dated May
12, 1998, Amendment No. 5 to Schedule 13D dated June 4, 1998, Amendment No. 6 to
Schedule 13D dated June 15, 1998, Amendment No. 7 to Schedule 13D dated June 25,
1998, Amendment No. 8 to Schedule 13D July 14, 1998, Amendment No. 9 to Schedule
13D dated July 23, 1998, Amendment No. 10 to Schedule 13D dated July 27, 1998,
Amendment No. 11 to Schedule 13D dated August 10, 1998, Amendment No. 12 to
Schedule 13D dated August 19, 1998, Amendment No. 13 to Schedule 13D dated
August 24, 1998, Amendment No. 14 to Schedule 13D dated September 3, 1998,
Amendment No. 15 to Schedule 13D dated September 11, 1998, Amendment No. 16 to
Schedule 13D dated November 10, 1998, Amendment No. 17 to Schedule 13D dated
December 16, 1998, Amendment No. 18 to Schedule 13D dated February 5,
1999, Amendment No. 19 to Schedule 13D dated March 31, 1999, Amendment No. 20
to Schedule 13D dated April 30, 1999, Amendment No. 21 to Schedule 13D dated
April 7, 2000, Amendment No. 22 to Schedule 13D dated January 24, 2007 and
Amendment No. 23 to Schedule 13D dated May 15, 2007, relating to the common
stock, par value $0.001 per share ("Common Stock"), of 21st Century Insurance
Group, a Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 6301 Owensmouth Avenue, Woodland Hills,
California 91367.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended such that the following
sentence of the first paragraph is deleted in its entirety:
"In addition, the 53,474,214 outstanding shares of Common Stock owned by
AIG include 28,594 outstanding shares of Common Stock held by certain investment
advisor subsidiaries of AIG on behalf of their clients."
Item 2 of the Schedule 13D is hereby supplemented by adding the following
after the last paragraph thereof:
AIG Commercial Insurance Group, Inc. and AIG Property Casualty Group, Inc.
(collectively, the "HoldCos") are also included as filing persons to this
Schedule 13D. The principal executive offices of the HoldCos are located at 70
Pine Street, New York, New York 10270, and these companies are holding
companies for AIG's general insurance subsidiaries.
An amended and restated list of the directors and executive officers of
AIG, the HoldCos, American Home Assurance Company, Commerce and Industry
Insurance Company, New Hampshire Insurance Company and National Union Fire
Insurance Company of Pittsburgh, Pa. (each such subsidiary of AIG are referred
to herein as an "AIG Sub"), Starr International Company, Inc. ("SICO"), C.V.
Starr & Co., Inc. ("Starr"), Universal Foundation, Inc. ("Universal
Foundation"), The Maurice R. and Corinne P. Greenberg Family Foundation, Inc.
(the "Greenberg Foundation") and The Maurice R. and Corinne P. Greenberg Joint
Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation"), including
their business addresses and principal occupations is being filed herewith as
Exhibit A.
All information provided in this Amendment (including, without limitation,
in this Item 2 and Exhibit A to this Amendment) with respect to Messrs.
Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg
Foundation, and the Greenberg Joint Tenancy Corporation and their respective
directors and executive officers is provided based solely on the information set
forth in the most recent amendment to Schedule 13D relating to AIG Shares filed
on March 20, 2007 on behalf of Messrs. Greenberg and Matthews, SICO, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
Corporation. In each case, such information may not be accurate or complete and
AIG takes no responsibility therefor and makes no representation to its accuracy
or completeness as of the date hereof or any subsequent date.
Item 2(d) and (e) of the Schedule 13D is hereby amended and restated to
read as follows:
2006 Regulatory Settlements
In February 2006, AIG reached a final settlement with the Securities and
Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"),
the Office of the New York Attorney General ("NYAG") and the New York State
Department of Insurance ("DOI"). The settlements resolved outstanding litigation
filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these
authorities and the DOJ in connection with the accounting, financial reporting
and insurance brokerage practices of AIG and its subsidiaries, as well as claims
relating to the underpayment of certain workers compensation premium taxes and
other assessments. As a result of these settlements, AIG made payments or placed
amounts in escrow in 2006 totaling approximately $1.64 billion, $225 million of
which represented fines and penalties. The following is additional information
regarding the settlements.
AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment on February 9, 2006: (a)
permanently restraining and enjoining AIG from violating Section 17(a) of the
Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b),
13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1
of the Exchange Act; (b) ordering AIG to pay disgorgement; and (c) ordering AIG
to pay a civil penalty.
In February 2006, AIG and the DOJ entered into a letter agreement. In the
letter agreement, the DOJ notified AIG that in its view, AIG, acting through
some of its employees, violated federal criminal law in connection with
misstatements in periodic financial reports that AIG filed with the SEC between
2000 and 2004 relating to certain transactions. The settlement with the DOJ
consists of, among other things, AIG's cooperating with the DOJ in the DOJ's
ongoing criminal investigation, accepting responsibility for certain of its
actions and those of its employees relating to these transactions and paying
money into a fund. Also effective February 9, 2006, AIG entered into agreements
with the NYAG and the DOI, settling claims under New York's Martin Act and
insurance laws, among other provisions, which were originally brought by the
NYAG and the DOI in a civil complaint filed on May 26, 2005.
As part of these settlements, AIG has agreed to retain for a period of
three years an independent consultant who will conduct a review that will
include the adequacy of AIG's internal controls over financial reporting and the
remediation plan that AIG has implemented as a result of its own internal
review.
PNC Settlement
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of
the DOJ and the United States Attorney for the Southern District of Indiana with
respect to issues arising from certain structured transactions entered into with
Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the
marketing of transactions similar to the PNC transactions and related matters.
As part of the settlement, the SEC filed against AIG a civil complaint,
based on the conduct of AIG primarily through AIGFP, alleging violations of
certain antifraud provisions of the federal securities laws and for aiding and
abetting violations of reporting and record keeping provisions of those laws.
AIG, without admitting or denying the allegations in the SEC complaint,
consented to the issuance of a final judgment permanently enjoining it and its
employees and related persons from violating certain provisions of the Exchange
Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it
received from the PNC transactions and providing for AIG to establish a
transaction review committee to review the appropriateness of certain future
transactions and to retain an independent consultant to examine certain
transactions entered into between 2000 and 2004 and review the policies and
procedures of the transaction review committee.
The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a
wholly owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC
violated federal securities laws by aiding and abetting securities law
violations by PNC, in connection with a transaction entered into in 2001 with
PNC that was intended to enable PNC to remove certain assets from its balance
sheets. The settlement with the DOJ consists of separate agreements with AIG and
AIGFP and a complaint filed against, and deferred prosecution agreement with,
AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of
$80 million. On January 17, 2006, the court approved an order dismissing the
complaint with prejudice. The obligations of AIG, AIGFP and AIGFP PAGIC under
the DOJ agreements relate principally to cooperating with the DOJ and other
federal agencies in connection with their related investigations.
9
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented by adding the following
after the last paragraph thereof:
On June 8, 2007 AIG, Merger Subsidiary and the Company entered into
Amendment No. 1 to the Agreement and Plan of Merger. A copy of the amendment is
being filed herewith as Exhibit B.
Upon the terms of the Merger Agreement and following the approval of the
Merger by the holders of a majority of the outstanding Shares entitled to vote
on such matter at a shareholders' meeting duly called and held for such purpose,
on September 27, 2007, Merger Subsidiary merged with and into the Company, with
the Company continuing as the surviving corporation and a wholly owned
subsidiary of AIG. Pursuant to the terms of the Merger Agreement and subject to
the conditions thereof, each Share issued and outstanding immediately prior to
the Effective Time other than (i) Shares owned by AIG, Merger Subsidiary or any
other direct or indirect wholly owned subsidiary of AIG (other than Shares held
by any mutual fund advised or managed by any of AIG or any direct or indirect
wholly owned subsidiary of AIG), (ii) Shares owned by the Company or any direct
or indirect wholly owned subsidiary of the Company, and in each case not held on
behalf of third parties, (iii) Shares subject to Company Awards (as described in
the Merger Agreement), and (iv) Shares as to which appraisal rights are
perfected under applicable law, was converted into the right to receive $22.00
per Share in cash, without interest. On September 27, 2007 AIG issued a
related press release. A copy of the press release is being filed herewith as
Exhibit C.
10
As a result of the Merger, 100% of the Shares of the Company are held by
AIG and the AIG Subs, the trading of the common stock of the Company was
suspended as of the close of business on September 27, 2007, the Company has
requested that the New York Stock Exchange file an application on Form 25 to
report that the common stock of the Company is no longer listed on the New York
Stock Exchange and the Company will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act. AIG intends to
cause the filing of such an application for termination of registration under
the Exchange Act. AIG may change in the future the Company's business and
corporate structure and may sell, transfer or otherwise dispose of all or some
of the Company's assets.
11
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(A) AIG's and each AIG Sub's current ownership interests in the Company and
the Common Stock of the Company is set forth on the cover pages to this
Amendment No. 24 to Schedule 13D and is incorporated by reference herein.
(B) AIG and each AIG Sub share voting and dispositive power as to all of
the Shares owned by each such AIG Sub.
(C) Except as set forth below and except for the transactions contemplated
by the Merger, AIG, and the AIG Subs and, to the best of each of their
knowledge, AIG and the AIG Subs' respective executive officers and directors (as
listed in Exhibit A), have not engaged in any transactions in the Common Stock
of the Company during the past sixty days.
The Seasons Series TR Value Small Cap fund, which is managed by
subsidiaries of AIG, (i) on August 16, 2007, acquired 52 shares of common stock
of the Company in the open market at $21.87 per share and (ii) on September 19,
2007, acquired 67 shares of common stock of the Company in the open market at
$22.11 per share.
The NAF VP1--AG Small Cap Index fund, which is managed by subsidiaries of
AIG, on August 1, 2007, acquired 1,186 shares of common stock of the Company in
the open market at $21.85 per share.
AIG has no available information regarding beneficial ownership of or
transactions in the Common Stock of the Company by Messrs. Greenberg and
Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the
Greenberg Joint Tenancy Corporation or their respective directors and executive
officers.
(D) - (E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby supplemented by adding the following
before the last sentence thereof:
Amendment No. 1 to the Agreement and Plan of Merger, which is attached
hereto as Exhibit B and the Amended and Restated Agreement of Joint Filing
pursuant to which HoldCos became additional parties to the Agreement of Joint
Filing and which is attached hereto as Exhibit D are also included under this
Item 6.
Item 7. Materials to be Filed as Exhibits.
(A) List of the Directors and Executive Officers of American International
Group, Inc., AIG Commercial Insurance Group, Inc., AIG Property Casualty Group,
Inc., American Home Assurance Company, Commerce and Industry Insurance Company,
New Hampshire Insurance Company, National Union Fire Insurance Company of
Pittsburgh, Pa., Starr International Company, Inc., C.V. Starr & Co., Inc.,
Universal Foundation, Inc., The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc. and The Maurice R. and Corinne P. Greenberg Joint Tenancy
Corporation, Inc., their business addresses and principal occupations.
(B) Amendment No. 1 to the Agreement and Plan of Merger, dated June 8,
2007.
(C) Press Release, dated September 27, 2007.
(D) Amended and Restated Agreement of Joint Filing, dated September 27,
2007.
12
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: September 27, 2007
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and
Secretary
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President, Chief
Financial Officer and Treasurer
COMMERCE AND INDUSTRY INSURANCE COMPANY
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President, Chief
Financial Officer and Treasurer
NEW HAMPSHIRE INSURANCE COMPANY
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President, Chief
Financial Officer and Treasurer
NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA.
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President, Chief
Financial Officer and Treasurer
AIG COMMERCIAL INSURANCE GROUP, INC.
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President and
Treasurer
AIG PROPERTY CASUALTY GROUP, INC.
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President and
Treasurer
13
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- --------
A. List of the Directors and Executive Officers of American Filed herewith.
International Group, Inc., AIG Commercial Insurance Group, Inc.,
AIG Property Casualty Group, Inc., American Home Assurance Company,
Commerce and Industry Insurance Company, New Hampshire Insurance
Company, National Union Fire Insurance Company of Pittsburgh, Pa.,
Starr International Company, Inc., C.V. Starr & Co., Inc.,
Universal Foundation, Inc., The Maurice R. and Corinne P.
Greenberg Family Foundation, Inc. and The Maurice R. and Corinne
P. Greenberg Joint Tenancy Corporation, Inc., their business
addresses and principal occupations.
B. Amendment No. 1 to the Agreement and Plan of Merger, dated Filed herewith.
June 8, 2007.
C. Press Release, dated September 27, 2007. Filed herewith.
D. Amended and Restated Agreement of Joint Filing, dated
September 27, 2007. Filed herewith.
14
.
.
.
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC.
Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King Street
West, 20th Floor, Toronto, Ontario M5H 3C2
Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc.,
University; President and CEO, National 1050 Massachusetts Avenue, Cambridge,
Bureau of Economic Research Massachusetts 02138
Ellen V. Futter Director President, American Museum of Natural American Museum of Natural History, Central
History Park West at 79th Street, New York,
New York 10024
Stephen L. Hammerman Director Retired; Former Deputy Commissioner c/o 70 Pine Street, New York, New York
for Legal Matters for the New York Police 10270
Department and Vice Chairman, Merrill
Lynch & Co., Inc.
Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of the Americas,
New York, New York, 10019
Fred H. Langhammer Director Chairman, Global Affairs and Former Chief 767 Fifth Avenue, New York, New York 10153
Executive Officer, The Estee Lauder
Companies Inc.
George L. Miles, Jr. Director President and Chief Executive Officer, 4802 Fifth Avenue, Pittsburgh, Pennsylvania
WQED Multimedia 15213
Morris W. Offit Director Chairman, Offit Capital Advisors LLC 65 East 55th Street, New York, New York
10022
James F. Orr III Director Chairman of the Board of Trustees, The 420 Fifth Avenue, New York, New York 10018
Rockefeller Foundation
Virginia M. Rometty Director Senior Vice President - Global Business Route 100, Mail Drop 2275, Building 2,
Services, International Business Machines Somers, New York 10589
Corporation
Martin J. Sullivan Director and President and Chief Executive Officer 70 Pine Street, New York, New York 10270
Executive Officer
Michael H. Sutton Director Consultant; Former Chief Accountant of c/o 70 Pine Street, New York, New York
the United States Securities and Exchange 10270
Commission
Edmund S.W. Tse Director and Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd.,
Executive Officer 1 Connaught Central Road, Hong Kong
Robert B. Willumstad Director Founder and Partner of Brysam Global 277 Park Avenue, New York, New York
Partners; Former President and Chief 10172
Operating Officer, Citigroup Inc.
Frank G. Zarb Director Senior Advisor, Hellman & Friedman LLC; 390 Park Avenue, New York, New York 10022
Former Chairman and Chief Executive
Officer, National Association of
Securities Dealers, Inc. and The
Nasdaq Stock Market, Inc.
Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic Strategies 70 Pine Street, New York, New York 10270
Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270
Steven J. Bensinger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270
Financial Officer
Anastasia D. Kelly Executive Officer Executive Vice President, General Counsel 70 Pine Street, New York, New York 10270
and Senior Regulatory and Compliance
Officer
Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life Insurance 70 Pine Street, New York, New York, 10270
Kristian P. Moor Executive Officer Executive Vice President - Domestic 175 Water Street, New York, New York 10038
General Insurance
Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270
Investment Officer
Robert M. Sandler Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York 10270
Personal Lines
Nicholas C. Walsh Executive Officer Executive Vice President - Foreign 70 Pine Street, New York, New York 10270
General Insurance
Jay S. Wintrob Executive Officer Executive Vice President - Retirement AIG Retirement Services, Inc., 1999 Avenue
Services of the Stars, Los Angeles, California 90067
William N. Dooley Executive Director Senior Vice President - Financial Services 70 Pine Street, New York, New York 10270
David L. Herzog Executive Officer Senior Vice President & Comptroller 70 Pine Street, New York, New York 10270
Andrew J. Kaslow Executive Officer Senior Vice President & Chief Human 70 Pine Street, New York, New York 10270
Resources Officer
Robert E. Lewis Executive Officer Senior Vice President & Chief Risk Officer 70 Pine Street, New York, New York 10270
Brian T. Schreiber Executive Officer Senior Vice President - Strategic Planning 70 Pine Street, New York, New York 10270
15
DIRECTORS AND EXECUTIVE OFFICERS OF AIG COMMERCIAL INSURANCE GROUP, INC.
("AIGCIG")
Name Position Title Address
Charles H. Dangelo Director Senior Vice President and Senior 110 William Street, New York, New York
Reinsurance Officer, AIG 10038
John Q. Doyle Director Vice President - Domestic General 175 Water Street, New York, New York 10038
Insurance, AIG
Kenneth V. Harkins Director and Executive Vice President and General 175 Water Street, New York, New York 10038
Executive Officer Counsel, AIGCIG; Deputy General
Counsel, AIG
David L. Herzog Director Senior Vice President and 70 Pine Street, New York, New York 10270
Comptroller, AIG
Kevin H. Kelley Director Chief Executive Officer 100 Summer Street, Boston,
and Chairman of the Board of Massachusetts 02110
Lexington Insurance Company
Robert E. Lewis Director Senior Vice President & Chief Risk 70 Pine Street, New York, New York 10270
Officer, AIG
Kristian P. Moor Director and Chairman of the Board and President, 175 Water Street, New York, New York 10038
Executive Officer AIGCIG; Executive Vice President -
Domestic General Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270
Investment Officer, AIG
Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street, New York, New York 10038
Executive Officer Financial Officer and Treasurer,
AIGCIG; Senior Vice President and
Chief Financial Officer of the AIG
Domestic Brokerage Group division
Robert J. Beier Executive Officer Senior Vice President, AIGCIG; 175 Water Street, New York, New York 10038
Senior Vice President/COO of
Sales & Marketing and Strategic
Initiatives of the AIG Domestic
Brokerage Group division
Carl E. Chamberlain Executive Officer Senior Vice President, AIGCIG; Senior 175 Water Street, New York, New York 10038
Vice President and Chief Underwriting
Resource Officer of the AIG Domestic
Brokerage Group division
Frank H. Douglas, Jr. Executive Officer Senior Vice President, AIGCIG; 70 Pine Street, New York, New York 10270
Senior Vice President and Casualty
Actuary, AIG
Worth G. Knight, Jr. Executive Officer Executive Vice President, AIGCIG; 175 Water Street, New York, New York 10038
President - AIG WorldSource division
Gary E. Muoio Executive Officer Chief Operations Officer, AIGCIG; 175 Water Street, New York, New York 10038
Vice President of the AIG Domestic
Brokerage Group division - Operations
and Systems Executive
Mary Ann Ross Executive Officer Executive Vice President, AIGCIG; 175 Water Street, New York, New York 10038
Senior Vice President of the AIG
Domestic Brokerage Group division -
HR Domestic General Insurance
Charles R. Schader Executive Officer Executive Vice President, AIGCIG; 175 Water Street, New York, New York 10038
Senior Vice President - Claims, AIG
George M. Williams Executive Officer Chief Operations Officer, AIGCIG; 70 Pine Street, New York, New York 10270
Senior Vice President of the AIG
Domestic Brokerage Group division -
Corporate Operations Officer
Mark T. Willis Executive Officer Executive Vice President, 300 South Riverside Plaza, Suite 2100,
AIGCIG; Vice President, AIG Chicago, Illinois 60606
16
DIRECTORS AND EXECUTIVE OFFICERS OF AIG PROPERTY CASUALTY GROUP, INC.
("AIGPCG")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell Sullivan & Cromwell LLP,
LLP 125 Broad Street, New York
New York, 10004
Richard H. Booth Director Chairman of HSB Group, Inc. One State Street, Hartford, Connecticut
06102
Charles H. Dangelo Director and Executive Vice President, AIGPCG; 110 William Street, New York, New York
Executive Officer Senior Vice President and Senior 10038
Reinsurance Officer, AIG
John Q. Doyle Director Vice President - Domestic General 175 Water Street, New York, New York 10038
Insurance, AIG
Kenneth V. Harkins Director and Executive Vice President and General 175 Water Street, New York, New York 10038
Executive Officer Counsel, AIGPCG; Deputy General
Counsel, AIG
David L. Herzog Director Senior Vice President and 70 Pine Street, New York, New York 10270
Comptroller, AIG
Kevin H. Kelley Director Chief Executive Officer 100 Summer Street, Boston, Massachusetts
and Chairman of the Board of 02110
Lexington Insurance Company
Robert E. Lewis Director Senior Vice President & Chief Risk 70 Pine Street, New York, New York 10270
Officer, AIG
Kristian P. Moor Director and Chairman of the Board and President, 175 Water Street, New York, New York 10038
Executive Officer AIGPCG; Executive Vice President -
Domestic General Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270
Investment Officer, AIG
William V. Nutt, Jr. Director President and Chief Executive Officer 230 N. Elm Street, Greensboro, North
of United Guaranty Corporation Carolina 27401
Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street, New York, New York 10038
Executive Officer Financial Officer and Treasurer,
AIGPCG; Senior Vice President and
Chief Financial Officer of the AIG
Domestic Brokerage Group division
Nicholas C. Walsh Director Executive Vice President - Foreign 70 Pine Street, New York, New York 10270
General Insurance, AIG
Mary Ann Ross Executive Officer Executive Vice President, AIGPCG; 175 Water Street, New York, New York 10038
Senior Vice President of the AIG
Domestic Brokerage Group division -
HR Domestic General Insurance
Frank H. Douglas, Jr. Executive Officer Senior Vice President, AIGPCG; 70 Pine Street, New York, New York 10270
Senior Vice President and Casualty
Actuary, AIG
Mark T. Willis Executive Officer Executive Vice President, AIGPCG; 300 South Riverside Plaza, Suite 2100,
Vice President, AIG Chicago, Illinois 60606
17
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOME ASSURANCE COMPANY ("AHAC")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street,
New York, New York 10004
Charles H. Dangelo Director and Senior Vice President, AHAC; Senior 110 William Street, New York,
Executive Officer Vice President and Senior New York 10038
Reinsurance Officer, AIG
John Q. Doyle Director and President and CEO, AHAC; Vice 175 Water Street, New York, New York 10038
Executive Officer President - Domestic General
Insurance, AIG
David N. Fields Director President of AIG Risk Finance
division 70 Pine Street, New York, New York 10270
Kenneth V. Harkins Director and Senior Vice President and General Counsel, 175 Water Street, New York, New York 10038
Executive Officer AHAC; Deputy General Counsel, AIG
David L. Herzog Director Senior Vice President & Comptroller, AIG 70 Pine Street, New York, New York 10270
Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, New York 10038
Robert E. Lewis Director Senior Vice President and Chief Risk 70 Pine Street, New York, New York 10270
Officer, AIG
Kristian P. Moor Director and Chairman of the Board, AHAC; 175 Water Street, New York, New York 10038
Executive Officer Executive Vice President - Domestic
General Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270
Investment Officer, AIG
Robert S.H. Schimek Director and Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038
Executive Officer Officer and Treasurer, AHAC; Senior
Vice President and Chief Financial
Officer of the AIG Domestic
Brokerage Group division
Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street, New York, New York 10038
Insurance, AIG
Nicholas C. Walsh Director and Senior Vice President, AHAC; Executive 70 Pine Street, New York, New York 10270
Executive Officer Vice President - Foreign General
Insurance, AIG
Frank H. Douglas, Jr. Executive Officer Senior Vice President, AHAC; Senior 70 Pine Street, New York, New York 10270
Vice President and Casualty
Actuary, AIG
Jose R. Gonzalez Executive Officer Senior Vice President, AHAC; 175 Water Street, New York, New York 10038
James C. Roberts Executive Officer Senior Vice President, AHAC; Senior 5 Wood Hollow Road,
Vice President of the AIG Domestic Parsippany, New Jersey 07054
Brokerage Group division
Charles R. Schader Executive Officer Senior Vice President, AHAC; Senior 175 Water Street, New York, New York 10038
Vice President - Claims, AIG
Mark T. Willis Executive Officer Senior Vice President, AHAC; Vice
President, AIG 175 Water Street, New York, New York 10038
Timothy J. Executive Officer Senior Vice President, AHAC; 175 Water Street, New York, New York 10038
McAuliffe Jr. President of the AIG Excess
Casualty division
Robert G. Purdy Executive Officer Senior Vice President, AHAC; 5 Wood Hollow Road,
President of the AIG Specialty Parsippany, New Jersey 07054
Workers Compensation division
18
DIRECTORS AND EXECUTIVE OFFICERS OF COMMERCE
AND INDUSTRY INSURANCE COMPANY ("C&I")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street,
New York, New York 10004
Joseph L. Boren Director and President and Chief Executive 175 Water Street, New York, New York 10038
Executive Officer Officer, C&I
Charles Dangelo Director and Senior Vice President, C&I; Senior 110 William Street, New York New York 10038
Executive Officer Vice President and Senior Reinsurance
Officer, AIG
John Q. Doyle Director Vice President - Domestic General 175 Water Street, New York, New York 10038
Insurance, AIG
David N. Fields Director President of the AIG Risk Finance 70 Pine Street, New York, New York 10270
division
David L. Herzog Director Senior Vice President & Comptroller, AIG 70 Pine Street, New York, New York 10270
Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, New York 10038
Robert E. Lewis Director Senior Vice President and Chief Risk 70 Pine Street, New York, New York 10270
Officer, AIG
Kristian P. Moor Director and Chairman of the Board, C&I; 175 Water Street, New York, New York 10038
Executive Officer Executive Vice President - Domestic
General Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270
Investment Officer, AIG
Robert S.H. Schimek Director Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038
Executive Officer Officer and Treasurer, C&I; Senior
Vice President and Chief Financial Officer
of the AIG Domestic Brokerage Group
division
Nicholas C. Walsh Director Executive Vice President - Foreign General 70 Pine Street, New York, New York 10270
Insurance, AIG
Frank H. Douglas, Jr. Executive Officer Senior Vice President, C&I; Senior Vice 70 Pine Street, New York, New York 10270
President and Casualty Actuary, AIG
Kenneth V. Harkins Director and Senior Vice President and 175 Water Street, New York, New York 10038
Executive Officer General Counsel, C&I; Deputy General
Counsel, AIG
John T. O'Brien Executive Officer Chief Operating Officer and Executive 175 Water Street, New York, New York 10038
Vice President, C&I; Executive Vice
President and Chief Operating
Officer of the AIG Environmental division
Charles R. Schader Executive Officer Senior Vice President, C&I; Senior 175 Water Street, New York, New York 10038
Vice President - Claims, AIG
19
DIRECTORS AND EXECUTIVE OFFICERS OF NEW HAMPSHIRE INSURANCE COMPANY ("NHIC")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street,
New York, New York 10004
Charles Dangelo Director and Senior Vice President, NHIC; 110 William Street, New York, New York
Executive Officer Senior Vice President and Senior 10038
Reinsurance Officer, AIG
David N. Fields Director President of the AIG Risk Finance division 70 Pine Street, New York, New York 10270
David L. Herzog Director Senior Vice President & Comptroller, AIG 70 Pine Street, New York, New York 10270
Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, New York 10038
Kristian P. Moor Director and Chairman of the Board, President and 175 Water Street, New York, New York 10038
Executive Officer Chief Executive Officer, NHIC; Executive
Vice President - Domestic General Insurance,
AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270
Investment Officer, AIG
Robert S.H. Schimek Director and Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038
Executive Officer Officer and Treasurer, NHIC; Senior Vice
President and Chief Financial Officer
of the AIG Domestic Brokerage Group
division
Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street, New York, New York 10038
Insurance, AIG
Nicholas C. Walsh Director and Senior Vice President, NHIC; 70 Pine Street, New York, New York 10270
Executive Officer Executive Vice President - Foreign General
Insurance, AIG
Frank H. Douglas, Jr. Executive Officer Senior Vice President, NHIC; 70 Pine Street, New York, New York 10270
Senior Vice President and Casualty
Actuary, AIG
Kenneth V. Harkins Executive Officer Senior Vice President and General Counsel, 175 Water Street, New York, New York 10038
NHIC; Deputy General Counsel, AIG
Charles R. Schader Executive Officer Senior Vice President, NHIC; 175 Water Street, New York, New York 10038
Senior Vice President - Claims, AIG
20
DIRECTORS AND EXECUTIVE OFFICERS OF NATIONAL UNION FIRE INSURANCE COMPANY OF
PITTSBURGH, PA. ("NUFIC")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street,
New York, New York 10004
Charles Dangelo Director and Senior Vice President, NUFIC; 110 William Street, New York, New York
Executive Officer Senior Vice President and 10038
Senior Reinsurance Officer, AIG
John Q. Doyle Director and President and Chief Executive Officer, 175 Water Street, New York, New York 10038
Executive Officer NUFIC; Vice President - Domestic
General Insurance, AIG
David N. Fields Director President of the AIG Risk Finance division 70 Pine Street, New York, New York 10270
David L. Herzog Director Senior Vice President and Comptroller, AIG 70 Pine Street, New York, New York 10270
Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, NY 10038
Robert E. Lewis Director Senior Vice President and Chief Risk 70 Pine Street, New York, New York 10270
Officer, AIG
Kristian P. Moor Director and Chairman of the Board, NUFIC; 175 Water Street, New York, New York 10038
Executive Officer Executive Vice President - Domestic
General Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270
Investment Officer, AIG
Robert S.H. Schimek Director and Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038
Executive Officer Officer and Treasurer, NUFIC; Senior
Vice President and Chief Financial
Officer of the AIG Domestic Brokerage
Group division
Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street, New York, New York 10038
Insurance, AIG
Nicholas C. Walsh Director and Senior Vice President, NUFIC; 70 Pine Street, New York, New York 10270
Executive Officer Executive Vice President - Foreign General
Insurance, AIG
John R. Benedetto Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038
of the AIG National Accounts Management
Liability division
Christopher V. Blum Executive Officer Senior Vice President, NUFIC; Senior Vice 175 Water Street, New York, New York 10038
President and Associate General Counsel
of the AIG Executive Liability division
Frank H. Douglas, Jr. Executive Officer Senior Vice President, NUFIC; 70 Pine Street, New York, New York 10270
Senior Vice President and Casualty
Actuary, AIG
Heather Fox Executive Officer Senior Vice President, NUFIC; Chief 175 Water Street, New York, New York 10038
Underwriting Officer and Senior Vice
President of the AIG Executive Liability
division
Irwin H. Goldfarb Executive Officer Senior Vice President, NUFIC; Senior Vice 175 Water Street, New York, New York 10038
President and Chief Financial Officer
of the AIG Executive Liability division
Kenneth V. Harkins Director and Senior Vice President and General Counsel, 175 Water Street, New York, New York 10038
Executive Officer NUFIC; Deputy General Counsel, AIG
Brian R. Inselberg Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038
of the AIG Private Company and Not-
for-Profit division
Scott A. Meyer Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038
of the AIG Financial Institutions division
Charles R. Schader Executive Officer Senior Vice President, NUFIC; 175 Water Street, New York, New York 10038
Senior Vice President - Claim, AIG
Michael W. Smith Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038
of AIG Domestic Claims, Inc.
Mark T. Willis Executive Officer Senior Vice President, NUFIC; Vice 175 Water Street, New York, New York 10038
President, AIG
21
DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC.
Maurice R. Greenberg Chairman of the Chairman of the Board and director, Starr 399 Park Avenue, 17th Floor, New York, New
Board and Director International Company, Inc. and C.V. Starr York 10022
& Co., Inc.; Chief Executive Officer, C.V.
Starr & Co., Inc.; trustee of C.V. Starr &
Co., Inc. Trust; member, director and
Chairman of the Board, The Starr
Foundation.
Joseph C.H. Johnson President and President and Director 101 First Street, Hamilton, Bermuda HM 12
Director
Edward E. Matthews Managing Director Managing Director and director, Starr 399 Park Avenue, 17th Floor, New York, New
and Director International Company, Inc.; director and York 10022
President, C.V. Starr & Co., Inc.;
trustee, C.V. Starr & Co., Inc. Trust;
member and director, The Starr Foundation.
Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672
Lawrence S. Director Private Equity Investor 399 Park Avenue,
Greenberg 17th Floor, New York,
New York 10022
Bertil P-H Director Executive Vice President 399 Park Avenue,
Lundquist and General Counsel, 17th Floor, New York,
C.V. Starr & Co., Inc. New York 10022
R. Kendall Director Retired 435 Seaspray Avenue,
Nottingham Palm Beach, Florida 33480
Howard I. Smith Director Vice Chairman-Finance and Secretary, C.V. 399 Park Avenue, 17th Floor, New York, NY
Starr & Co., Inc. 10022
John J. Roberts Director Retired; Honorary Director, American Concordia Farms P.O. Box 703, Easton, MD
International Group, Inc. 21601
Ernest Stempel Director Retired; Honorary Director, American 70 Pine Street, New York, NY 10270
International Group, Inc.
Cesar Zalamea Director President and Chief Executive Officer, Suite 1405-7, Two Exchange Square, 8
Starr International Company (Asia), Limited Connaught Place, Central, Hong Kong
DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC.
Maurice R. Greenberg Chairman of the (See above) (See above)
Board, Director
and Chief
Executive Officer
Howard I. Smith Vice Chairman- (See above) (See above)
Finance and
Secretary and
Director
Edward E. Matthews President and (See above) (See above)
Director
Houghton Freeman Director (See above) (See above)
John J. Roberts Director (See above) (See above)
Bertil P-H Lundquist Director (See above) (See above)
Lawrence S. Greenberg Director (See above) (See above)
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC.
Stuart Osborne President President of Universal Foundation Mercury House
and Director 101 Front Street
Hamilton HM 12, Bermuda
Eligia G. Fernando Director Retired Mercury House
101 Front Street
Hamilton HM 12, Bermuda
22
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 Baarerstrasse
101, CH-6300
Zug,
Switzerland
DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORINNE P. GREENBERG
FAMILY FOUNDATION, INC.
Maurice R. Greenberg Chairman and (See above) (See above)
Director
Corinne P. Greenberg President and President and Director, Greenberg Foundation 399 Park Avenue, 17th Floor
Director New York, New York 10022
Jeffrey W. Greenberg Vice President and Vice President and Director, Greenberg 399 Park Avenue, 17th Floor
Director Foundation New York, New York 10022
Evan G. Greenberg Vice President and President and Chief Executive Officer, ACE 399 Park Avenue, 17th Floor
Director Limited New York, New York 10022
Lawrence S. Greenberg Vice President and (See above) (See above)
Director
Shake Nahapetian Treasurer Administrative Assistant, 399 Park Avenue, 17th Floor
C.V. Starr & Co., Inc. New York, New York 10022
DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORINNE P. GREENBERG JOINT
TENANCY CORPORATION, INC.
Maurice R. Greenberg Chairman, CEO, (See above) (See above)
President,
Treasurer,
Secretary and
Director
23
EXHIBIT B
AMENDMENT NO.1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO.1, dated as of June 8, 2007 (hereinafter called this
"Amendment"), to that certain Agreement and Plan of Merger (the "Agreement and
Plan of Merger"), dated as of May 15, 2007, among 21st Century Insurance Group,
a Delaware corporation (the "Company"), American International Group, Inc., a
Delaware corporation ("Parent"), and AIG TW Corp., a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"). Capitalized terms used but not
otherwise defined in this Amendment shall have the respective meanings ascribed
to them in the Agreement and Plan of Merger.
RECITALS
WHEREAS, the Company, Parent and Merger Sub desire to make a certain
amendment to the Agreement, pursuant to Section 9.2 of the Agreement and Plan of
Merger;
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, the parties hereto agree as follows:
1. Section 7.2(d) of the Agreement and Plan of Merger is hereby amended
and restated in its entirety to read as follows:
Governmental Consents. All Company Approvals, Parent Approvals and
Governmental Consents shall have been obtained or made, and shall have been
obtained without the imposition of any term, condition or consequence the
acceptance of which would constitute an Adverse Condition.
2. This Amendment may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first written
above.
21ST CENTURY INSURANCE GROUP
By: /s/ Michael J. Cassanego
Name: Michael J. Cassanego
Title: Senior Vice President, Secretary and
General Counsel
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Brian T. Schreiber
Name: Brian T. Schreiber
Title: Senior Vice President - Strategic Planning
AIG TW CORP.
By: /s/ Brian T. Schreiber
Name: Brian T. Schreiber
Title: President
[Amendment No.1 Signature Page]
[NEWS]
[AIG LOGO] [21st CENTURY LOGO]
Contact: Charlene Hamrah (Investment Community)
(212) 770-7074
Joe Norton (News Media)
(212) 770-3144
AMERICAN INTERNATIONAL GROUP, INC.
COMPLETES ACQUISITION OF 21ST CENTURY INSURANCE GROUP
NEW YORK, September 27, 2007 - American International Group, Inc. (AIG)
announced that it has completed the previously announced merger of a wholly
owned subsidiary of AIG with 21st Century Insurance Group (21st Century). Upon
consummation of the merger, AIG acquired the 39.3% of the 21st Century shares it
did not previously own.
# # #
American International Group, Inc. (AIG), world leaders in insurance and
financial services, is the leading international insurance organization with
operations in more than 130 countries and jurisdictions. AIG companies serve
commercial, institutional and individual customers through the most extensive
worldwide property-casualty and life insurance networks of any insurer. In
addition, AIG companies are leading providers of retirement services, financial
services and asset management around the world. AIG's common stock is listed on
the New York Stock Exchange, as well as the stock exchanges in Paris,
Switzerland and Tokyo.
# # #
Exhibit D
AMENDED AND RESTATED AGREEMENT OF JOINT FILING
WHEREAS, American International Group, Inc., a Delaware corporation,
American Home Assurance Company, a New York corporation, Commerce and Industry
Insurance Company, a New York corporation, National Union Fire Insurance Company
of Pittsburgh, Pa., a Pennsylvania corporation and New Hampshire Insurance
Company, a Pennsylvania corporation (the "Original Parties") entered into an
Agreement of Joint Filing dated as of December 15, 1994 (the "Agreement"); and
WHEREAS, the Original Parties desire further to amend and restate the
Agreement in order to include AIG Commercial Insurance Group, Inc. and AIG
Property Casualty Group, Inc. as additional parties who agree to the joint
filing on their behalf of a Statement on Schedule 13D;
NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended and
restated follows:
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D, or any amendments thereto, with
respect to the common stock, par value $0.001, of 21st Century Insurance Group
and that this Agreement be included as an Exhibit to such filing.
Each of the undersigned represents and warrants to the others that the
information about it contained in the Statement on Schedule 13D is, and in any
amendment thereto will be, true, correct and complete in all material respects
and in accordance with all applicable laws.
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 September 27, 2007.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and
Secretary
AMERICAN HOME ASSURANCE COMPANY
By /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
COMMERCE AND INDUSTRY INSURANCE COMPANY
By /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
NEW HAMPSHIRE INSURANCE COMPANY
By /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
Signature Page to
Amended and Restated Agreement of Joint Filing
NATIONAL UNION FIRE INSURANCE
COMPANY OF PITTSBURGH, PA.
By /s/ Robert S. Schimek
---------------------------------
Name: Robert S. Schimek
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
AIG COMMERCIAL INSURANCE GROUP, INC.
By /s/ Robert S. Schimek
---------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
AIG PROPERTY CASUALTY GROUP, INC.
By /s/ Robert S. Schimek
---------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
Signature Page to
Amended and Restated Agreement of Joint Filing
