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
11, 2008
(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 ss.ss. 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 Amendment No. 5 to the Schedule 13D on behalf of
C. V. Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 7 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 9 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 9 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 11 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 11 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 13 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 13 to the Schedule 13D for C. V. Starr &
Co., Inc., dated October 2, 1978.
Item
7. Material to Be Filed as Exhibits
Item 7 is amended and restated in its
entirety as set forth below.
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Exhibit
A:
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Joint
Filing Agreement, dated May 12, 2008, by and
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among
Mr. Greenberg, Mr. Matthews, Starr International,
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CV
Starr, Universal Foundation, Greenberg Foundation,
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Greenberg
Joint Tenancy Company CV Starr Trust.
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Exhibit
B:
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Letter
Agreement and Transaction Supplement, each dated
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as
of November 15, 2005, by and among CV Starr, Credit
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Suisse
First Boston LLC and Credit Suisse First Boston
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Capital
LLC. (Incorporated by reference to Exhibit B to the
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Schedule
13D filed with the Securities and Exchange
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Commission
in respect of the Issuer on November 23, 2005.)
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Exhibit
C:
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Master
Terms and Conditions for Pre-Paid Forward
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Contracts
and Pre-Paid Forward Contract Confirmation, dated
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as
of November 15, 2005 and November 21, 2005,
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respectively,
by and between CV Starr and Citibank, N.A.
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(Incorporated
by reference to Exhibit C to the Schedule 13D
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filed
with the Securities and Exchange Commission in
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respect
of the Issuer on November 23, 2005.)
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Exhibit
D:
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Investment
Management Agreement, dated as of January 13,
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2006,
by and between Starr International Advisors and
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Universal
Foundation. (Incorporated by reference to Exhibit D to
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the
Schedule 13D filed with the Securities and Exchange
Commission
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in
respect of the Issuer on February 21, 2006.)
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Exhibit
E:
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Letter
to the State of New York Insurance Department, dated
December
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12,
2007, from Manatt, Phelps & Phillips, LLP. (Incorporated by
reference to
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Exhibit
E to the Schedule 13D filed with the Securities and
Exchange
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Commission
in respect of the Issuer on December 12, 2007.)
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Exhibit
F:
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Letter
from the State of New York Insurance Department, dated
December
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7,
2007, to Manatt, Phelps & Phillips, LLP. (Incorporated by reference
to
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Exhibit
F to the Schedule 13D filed with the Securities and
Exchange
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Commission
in respect of the Issuer on December 12, 2007.)
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Exhibit
G:
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Letter
to the State of New York Insurance Department, dated November
30,
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2007,
from Manatt, Phelps & Phillips, LLP. (Incorporated by
reference to
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Exhibit
G to the Schedule 13D filed with the Securities and
Exchange
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Commission
in respect of the Issuer on December 12, 2007.)
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Exhibit
H:
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Letter
to the State of New York Insurance Department, dated November
20,
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2007,
from Manatt, Phelps & Phillips, LLP. (Incorporated by
reference to
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Exhibit
H to the Schedule 13D filed with the Securities and
Exchange
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Commission
in respect of the Issuer on December 12, 2007.)
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Exhibit
I:
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Letter
to the Board of Directors of American International Group, Inc.,
dated
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May
11, 2008 from Maurice R. Greenberg.
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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
12, 2008
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MAURICE
R. GREENBERG
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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EDWARD
E. MATTHEWS
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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C.
V. STARR & CO., INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY
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FOUNDATION,
INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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MAURICE
R. AND CORINNE P. GREENBERG JOINT
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TENANCY
COMPANY, LLC
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/
Maurice R. Greenberg, Trustee
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Name:
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Maurice
R. Greenberg,
Trustee
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Exhibit
A
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
12, 2008
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MAURICE
R. GREENBERG
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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EDWARD
E. MATTHEWS
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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C.
V. STARR & CO., INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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||
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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||
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By:
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/s/
Leif B. King, Attorney-in-Fact
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||
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Name:
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Leif
B. King, Attorney-in-Fact
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY
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FOUNDATION,
INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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||
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By:
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/s/
Leif B. King, Attorney-in-Fact
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||
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Name:
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Leif
B. King, Attorney-in-Fact
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MAURICE
R. AND CORINNE P. GREENBERG JOINT
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TENANCY
COMPANY, LLC
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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||
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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||
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By:
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/s/
Leif B. King, Attorney-in-Fact
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||
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Name:
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Leif
B. King, Attorney-in-Fact
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/
Maurice R. Greenberg, Trustee
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Name:
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Maurice
R. Greenberg,
Trustee
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Exhibit
I
C.
V. STARR & CO., INC.
399
PARK AVENUE
NEW YORK, NY 10022
MAURICE R. GREENBERG
CHAIRMAN
AND
CHIEF
EXECUTIVE OFFICER
May
11, 2008
Board
of Directors
American
International Group, Inc.
70
Pine Street
New
York, New York 10270
Dear
Board Members:
As
AIG's largest individual shareholder, I am as concerned as millions of other
investors as I watch the deterioration of a great company. As you
know, I am also Chairman of Starr International, AIG's largest
shareholder.
AIG
last week announced a net loss for the first quarter of 2008 of $7.81 billion,
or $3.09 per diluted share. It is the worst performance in AIG's approximately 40-year history
– and follows almost equally poor results
from last quarter, which was the worst quarter in the company's history before this
quarter. Over the last twelve months, shareholders of AIG have lost $80
billion in the aggregate.
Several top shareholders of AIG have called me expressing deep
concern about the persistent and seemingly endless destruction of value at
AIG. They, and I, are deeply distressed by the excessive loss of
value.
The facts are disturbing, for
example:
- On December 5, 2007,
management announced that
the cumulative decline in the value of its super senior credit default swap
portfolio was between $1.4 and $1.5 billion as of November 30,
2007;
- On February 11, 2008, that same
estimate was increased by $4.5 billion to approximately $6.0 billion, and the company announced
that the auditors found a material weakness in its internal controls over
financial reporting and oversight;
- On February 28, 2008 (two weeks
later), the company updated its estimate to reflect further valuation
declines through December
31, 2007, and increased the cumulative valuation loss to $11.5 billion on the
same portfolio. Leadership reiterated, however, that the company had
$15 to $20 billion of excess capital;
- With the release of first
quarter earnings on May 8,
2008, AIG announced that the portfolio lost an additional $9.1 billion in value -- and the
company would need to raise $12.5 billion in capital.
These
events have led to a complete loss of credibility with the investment community
and even further loss of value for shareholders.
AIG
has not articulated why it has chosen to raise approximately $12.5 billion in
the capital markets rather than pursuing other paths, such as the divestiture of
non-core assets (several specific options spring to mind) or the infusion of
capital from sovereign wealth funds or private equity funds – paths pursued by
other large, diversified U.S. financial institutions. Shareholders deserve to
know how this decision was reached and what other alternatives were considered
and evaluated.
At
the same time as it announced that it would raise new capital, AIG announced an
increase in the dividend by 10%, to 22 cents per share. This is expected to cost
over $200 million on an annualized basis. Furthermore, capital
continues to be needlessly consumed through the conversion of branch operations
into subsidiaries in various jurisdictions – simply ending this practice would
help shore up the company's capital.
The
company's problems are more than financial and extend far beyond its subprime
credit exposure or approach to capital management. Core businesses
are also deteriorating. U.S. life operations are
stagnant. The company has lost its leading and unique market
positions in China and Japan. The life business in Asia had been a
crown jewel, but now the company's position has eroded. In Taiwan,
the company must now find up to an additional $1 billion to cover
losses. To what extent are Taiwan losses due to regulatory changes,
as has been suggested, and to what extent are they attributable to the failure
to hedge certain non-Taiwanese dollar denominated investments? The
company's general insurance loss ratio is up from 64.2 to 70.4, and the expense
ratio is up 3.1 points on a quarter-on-quarter basis, from 23.3 to
26.4. At the end of
2004, it was approximately 20. Lastly, in the more than three years
since I left, AIG has added 24,000 employees, many in cost center functions.
This is the equivalent of two Army divisions.
AIG
is in crisis. The company's shareholders need to absorb the significance of the
company's first quarter losses. They also need time to consider the
board's response to the crisis and the issues raised by this
letter. For this reason and others, a postponement of this
week's annual meeting should be considered, so that all shareholders can give
careful thought to how best to move AIG forward.
I
look forward to your response.
Sincerely,
/s/
Maurice R. Greenberg
Maurice
R. Greenberg