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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)(1)
American
International Group, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class Securities)
026874-107
(CUSIP
Number)
Howard
I. Smith
Vice
Chairman-Finance and Secretary
Telephone:
(212) 230-5050
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
September
16, 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 §§240.13d-1(e), 240.13d-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. 6 to the Schedule 13D on behalf of C. V.
Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 8 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 10 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 10 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 12 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 12 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 14 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 14 to the Schedule 13D for C. V. Starr &
Co., Inc., dated October 2, 1978.
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Item
4.
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Purpose
of Transaction
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Item
4 is amended and restated in its entirety as set forth below.
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As
previously reported, CV Starr, one of the Reporting Persons, has retained
Perella Weinberg Partners LP as its exclusive financial advisor to advise
CV Starr with respect to the business, operations, financial condition and
underlying value of the Issuer. The Reporting Persons are
continuing their review and analysis in light of current circumstances
relating to the Issuer.
Based
on the foregoing and other factors and developments, including, without
limitation, the Issuer’s financial position, actions and strategic
direction, price levels of the Common Stock, conditions in the financial
markets and general economic and industry conditions, the Reporting
Persons may take, subject to state insurance regulatory laws and other
applicable laws and regulations, such actions with respect to the Issuer
and their Common Stock holdings as they deem appropriate, including,
without limitation, analyzing, developing and conducting, by themselves or
with other third parties, any of the following: (i) acquisitions of assets
from the Issuer (and/or one or more of its subsidiaries), (ii) loans or
other financings provided to the Issuer, (iii) further investments in the
Issuer, (iv) seeking representation on the board of directors of the
Issuer, (v) seeking to acquire control of the Issuer through a merger,
proxy solicitation, tender offer, exchange offer or otherwise, (vi)
participating in a “going-private” transaction and/or (vii)
making recommendations to the Issuer’s board of directors and management
of the Issuer concerning strategic plans, proposals or initiatives
concerning the business, operations, financial condition, financing or
capital raising, assets (including disposition thereof), management and
governance, and other significant transactions with or with respect to the
Issuer (and/or one or more of its subsidiaries). In connection
with the foregoing, the Reporting Persons may engage in discussions or
cooperate with management, the board of directors and other shareholders
of the Issuer and/or relevant third parties. The foregoing
actions could have the purpose or effect of directly or indirectly
changing or influencing control of the Issuer or otherwise relate to or
result in any of the actions set forth in response to paragraphs (a) – (j)
of Item 4 of Schedule 13D.
Additionally,
the Reporting Persons reserve the right to change their plans and
intentions, including in regards to any of the actions discussed in this
Item 4. In particular, any one or more of the Reporting Persons
may (i) sell or transfer shares of Common Stock in public or private
transactions (including, without limitation, transfers among Reporting
Persons or between any Reporting Person and any entity affiliated with
such Reporting Person, which may include entities not in existence as of
the date hereof), and/or (ii) enter into privately negotiated derivative
transactions and/or public purchases and sales of puts, calls and other
derivative securities to hedge the market risk of some or all of their
positions in the Common Stock.
Any
actions taken by the Reporting Persons may be effected at any time or from
time to time, subject to any applicable limitations imposed on the actions
by the Securities Act of 1933, as amended, state insurance regulatory laws
or other applicable laws. There can be no assurance, however,
that any Reporting Person will take any of the actions described
above.
Except
as otherwise described in this Item 4 and Items 5 and 6, no Reporting
Person has formulated any plans or proposals that relate to or would
result in any of the events or transactions described in paragraphs (a) –
(j) of Item 4 of Schedule 13D.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1
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Joint
Filing Agreement, dated September 16, 2008, by and among Mr. Greenberg,
Mr. Matthews, Starr International, CV Starr, Universal Foundation,
Greenberg Foundation, Greenberg Joint Tenancy Company, and CV Starr
Trust.
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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
16, 2008
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MAURICE
R. GREENBERG
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/s/Maurice
R. Greenberg
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EDWARD
E. MATTHEWS
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/s/Edward
E. Matthews
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/Edward E. Matthews |
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Name:
Edward E. Matthews
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Title:
Authorized Person
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C.
V. STARR & CO., INC.
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By:
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/s/Bertil P-H Lundqvist |
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Name:
Bertil P-H Lundqvist
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Title:
Authorized Person
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/Edward E. Matthews |
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Name:
Edward E. Matthews
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Title:
Authorized Person
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
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By:
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/s/Maurice R. Greenberg |
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Name:
Maurice R. Greenberg
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Title:
Authorized Person
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MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
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By:
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/s/Maurice R. Greenberg |
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Name:
Maurice R. Greenberg
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Title:
Authorized Person
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/Bertil P-H Lundqvist |
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Name:
Bertil P-H Lundqvist
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Title:
Authorized Person
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Exhibit
1
JOINT
FILING AGREEMENT
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, each of the undersigned hereby
agrees to the joint filing on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock of American
International Group, Inc., and that this Agreement be included as an Exhibit to
such joint filing.
Each of the undersigned acknowledges
that each shall be responsible for the timely filing of any statement (including
amendments) on Schedule 13D, and for the completeness and accuracy of the
information concerning him or it contained herein, but shall not be responsible
for the completeness and accuracy of the information concerning the other
persons making such filings, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
Dated: September
16, 2008
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MAURICE
R. GREENBERG
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/s/Maurice
R. Greenberg
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EDWARD
E. MATTHEWS
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/s/Edward
E. Matthews
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/Edward E. Matthews |
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Name:
Edward E. Matthews
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Title:
Authorized Person
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C.
V. STARR & CO., INC.
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By:
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/s/Bertil P-H Lundqvist |
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Name:
Bertil P-H Lundqvist
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Title:
Authorized Person
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/Edward E. Matthews |
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Name:
Edward E. Matthews
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Title:
Authorized Person
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
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By:
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/s/Maurice R. Greenberg |
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Name:
Maurice R. Greenberg
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Title:
Authorized Person
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MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
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By:
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/s/Maurice R. Greenberg |
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Name:
Maurice R. Greenberg
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Title:
Authorized Person
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/Bertil P-H Lundqvist |
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Name:
Bertil P-H Lundqvist
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Title: Authorized
Person
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