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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)
October
13, 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. 10 to the Schedule 13D on behalf of C. V.
Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 12 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 14 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 14 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 16 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 16 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 18 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 18 to the Schedule 13D for C. V. Starr &
Co., Inc., dated October 2, 1978.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. Greenberg
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,487,500
|
|||
|
8
|
SHARED
VOTING POWER
65,650,169
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
2,487,500
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
65,650,169
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,137,669
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.53%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Edward
E. Matthews
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x (b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
281,875
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
281,875
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862,725
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Starr
International Company, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
207,914,691
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
207,914,691
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,026,810
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.81%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
C.
V. Starr & Co., Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF SHARES BENFICALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
26,429,714
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
26,429,714
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,429,714
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.98%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Universal
Foundation, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,112,119
|
|||
|
8
|
SHARED
VOTING POWER
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,112,119
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
The
Maurice R. and Corinne P. Greenberg Family Foundation,
Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
989,308
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
989,308
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,308
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. and Corinne P. Greenberg Joint Tenancy Company, LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
25,269,689
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
25,269,689
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,269,689
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
C.
V. Starr & Co., Inc. Trust
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,580,850
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
Item
4.
|
Purpose
of Transaction
|
|
Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
Mr.
Greenberg, one of the Reporting Persons, has sent a letter to the Board of
Directors of the Issuer regarding the terms of the funding provided to the
Issuer by the Federal Government. The letter outlines a
proposal for certain changes to such funding that would protect the
interests of both the American taxpayer and the numerous AIG employees,
stockholders and others that will be impacted by the consequences of the
Federal funding in its current form. A copy of the letter is
attached as Exhibit 2 to this Schedule 13D/A. As previously
reported, in connection with the foregoing and other potential actions
they may take, the Reporting Persons may engage in discussions or
cooperate with management, the board of directors, 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.
As
previously reported, the Reporting Persons reserve their right to change
their plans and intentions in regards to any of the actions discussed in
this Item 4 and 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.
|
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
Item
5 is amended and supplemented to add the following information for
updating as of the date hereof:
|
|
|
The
trading dates, number of shares of Common Stock purchased or sold and the
average price per share for all transactions by the Reporting Persons in
the Common Stock within the last 60 days, which were all through brokers’
transactions, are set forth below:
|
|
Name of Reporting Person
|
Date
|
Number of Shares
Purchased/(Sold)
|
Average Pricer per Share
|
||
|
Maurice
R. Greenberg
|
09/30/08
|
(44,277)
|
$3.3000
|
||
|
Starr
International had also made distributions of 2,344 shares of Common Stock
on October 7, 2008 pursuant to the Starr International Company,
Inc. Deferred Compensation Profit Participation Plan.
As
of the date of the filing of this statement, the Reporting Persons may be
deemed to beneficially own in the aggregate 278,446,354 shares of Common
Stock, representing approximately 10.36% of the Issuer’s outstanding
Common Stock (based on 2,688,833,724 shares of Common Stock reported by
the Issuer as outstanding as of July 31, 2008, in the Issuer’s Form
10-Q filed on August 6, 2008).
Mr.
Greenberg has the sole power to vote and direct the disposition of
2,487,500 shares of Common Stock, which may be acquired pursuant to
incentive stock options previously granted by the Issuer to Mr. Greenberg
as an officer and director of the Issuer that are exercisable within 60
days of the date hereof. Mr. Greenberg has the shared power to
vote and direct the disposition of 65,650,169 shares of Common Stock,
12,889,788 shares of which are held as tenant in common with Mr.
Greenberg’s wife, 71,670 shares of which are held in family trusts of
which Mr. Greenberg is a trustee, 17,848,864 shares of which are held by
CV Starr, 8,580,850 shares of which are held by the CV Starr Trust, for
which CV Starr is a beneficiary and Mr. Greenberg is a trustee, 989,308
shares of which are held by the Greenberg Foundation, of which Mr.
Greenberg, his wife and family members are directors, and 25,269,689
shares of which are held by the Greenberg Joint Tenancy Company, of which
the Greenberg Joint Tenancy Corporation is the managing
member. Mr. Greenberg owns 24.08% of the common stock of CV
Starr directly. Based on Mr. Greenberg’s voting power in CV
Starr, his position as a trustee of the CV Starr Trust, his position as
director and Chairman of the Board of the Greenberg Foundation, his
position as director and Chairman of the Board of the Greenberg Joint
Tenancy Corporation, the managing member of the Greenberg Joint Tenancy
Company, and the other facts and circumstances described in Items 2, 4, 5
and 6 of this Schedule 13D, Mr. Greenberg may be deemed to beneficially
own the shares of Common Stock held by CV Starr, the CV Starr Trust, the
Greenberg Foundation and the Greenberg Joint Tenancy
Company. Mr. Greenberg disclaims beneficial ownership of the
shares of Common Stock held by CV Starr, the CV Starr Trust, the Greenberg
Foundation, and the family trusts described above.
Starr
International has the sole power to vote and direct the disposition of
207,914,691 shares of Common Stock, of which 15,700,000 shares are held by
Starr International Investments, Ltd., a wholly owned subsidiary of
Starr International, and 192,214,691 shares are held directly by Starr
International, and the shared power to direct the disposition of 2,112,119
shares of Common Stock held by Universal Foundation.
|
|
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
Exhibit
1
|
Joint
Filing Agreement, dated October 13, 2008, by and among Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, Greenberg
Foundation, Greenberg Joint Tenancy Company, and CV Starr
Trust.
|
|
Exhibit
2
|
Letter,
dated October 13, 2008, from Mr. Greenberg to Mr. Edward Liddy, Chairman
& Chief Executive Officer of the
Company.
|
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: October
13, 2008
|
MAURICE
R. GREENBERG
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
EDWARD
E. MATTHEWS
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
STARR
INTERNATIONAL COMPANY, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
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UNIVERSAL
FOUNDATION, 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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
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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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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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: October
13, 2008
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MAURICE
R. GREENBERG
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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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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EDWARD
E. MATTHEWS
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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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
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
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Name: Bertil P-H
Lundqvist
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Title:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
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
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Name: Bertil P-H
Lundqvist
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Title:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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UNIVERSAL
FOUNDATION, 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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
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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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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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:
Attorney-In-Fact
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By:
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/s/Mike
F. Huang
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Name:
Mike F. Huang
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Title:
Attorney-In-Fact
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Exhibit
2
October
13, 2008
Mr.
Edward Liddy
Chairman
& Chief Executive Officer
American
International Group, Inc.
70 Pine
Street
New York,
New York 10270
Dear
Ed,
I am
attaching our plan to save AIG.
As you
know, AIG is in crisis. The loan from the Federal government to AIG,
as it is currently structured, will result in the liquidation of AIG, the loss
of thousands of jobs, and the irretrievable loss of billions of dollars in
shareholder value.
The loan
is for a two-year term and carries approximately a 14% annual interest rate,
including a 8.5% annual rate whether AIG takes down the loan or not, plus a 2%
one-time commitment fee. To the extent AIG actually draws on the loan
facility, it pays additional interest at the annual rate of
LIBOR. Consequently, the loan carries an actual interest rate in
excess of 14% and on top of that, the government receives 79.9% of the ownership
of AIG. Bottom-line, this means that AIG cannot pay off this loan
from the proceeds of selling assets in this market, nor can it pay the annual
interest rate from earnings. As a result, thousands of jobs will be
lost, pensioners will lose their savings, and millions of shareholders will be
disenfranchised. It is a lose/lose plan.
On the
other hand, if the loan were changed to non-voting preferred stock, with an
approximately 5-6% dividend and a 10-year right of redemption for AIG at a 10%
premium, this could be turned into a win/win situation.
Please
see the attached plan for further details.
Sincerely,
/s/ Maurice R. Greenberg
Last
month, AIG’s Board of Directors entered into an agreement with the Federal
Reserve Bank of New York to obtain a two-year, $85 billion credit facility (the
“Credit Facility”). The Credit Facility requires AIG to pay a 2
percent one-time commitment fee and interest of 8.5 percent per annum on undrawn
capital (the rate on drawn capital is LIBOR plus 8.5 percent). The
deal also includes the issuance of super-voting preferred stock that is intended
to deliver ownership of 79.9 percent of AIG to the United States
Treasury.
The
transaction is a “lose/lose” for all concerned.
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By
requiring AIG to pay interest on money it does not borrow, the agreement
encourages the company to draw down the full amount of the loan even if it
does not need the capital. In order to service the principal
and interest on this loan, AIG will have no choice but to engage in a
fire-sale of profitable assets. The likelihood of being
able to do so at reasonable prices in today’s market decreases with each
passing day.
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Forcing
AIG into liquidation will damage irreparably its tens of thousands of
workers, pension funds that are significant AIG stockholders and retirees
and millions of other ordinary Americans who are AIG stockholders, among
others. Thousands of jobs will be lost and employees’ savings
wiped out.
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At
a minimum, AIG should be afforded the same borrowing terms as other
companies.
Since
the time the Credit Facility was entered into, the Federal Reserve has stepped
up direct lending to scores of financial institutions and, for the first time
last week, to non-financial institutions. They are able to borrow on
terms far less onerous than those imposed on AIG (the discount window primary
credit rate for October 9th was 1.75 percent).
AIG
has more than $1 trillion in assets, including key AIG assets that already act
as security for the $85 billion loan facility. That security provides
sufficient protection to American taxpayers. It is not necessary to
wipe out virtually all of the shareholder value held by AIG’s millions of
shareholders, including scores of ordinary Americans.
Who
is the winner in this scenario? It is hard to find one, except
perhaps for certain of AIG’s transactional counterparties, who faced exposure in
the tens of billions of dollars if AIG had filed for bankruptcy
protection.
Although
time is of the essence, it is not too late to change the terms of the AIG deal
and protect the interests of both the American taxpayer and the numerous AIG
employees, stockholders and others that will be impacted by AIG’s
liquidation.
The
terms of the Credit Facility and preferred stock issuance could be amended into
a “win/win” as follows:
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The
government would acquire non-voting preferred stock in AIG that pays a 5
or 6 percent annual dividend. This would be a respectable
spread over the cost of money to the Federal
Reserve.
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AIG
would have the right to redeem the preferred over a period of 10 years at
a 10 percent premium.
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Such
a plan would have an immediate impact on the market and would save AIG
from being liquidated. The United States would retain a great
company, jobs would not be lost, share value would increase, and sales of
assets could be undertaken in a more orderly fashion than what is
currently contemplated.
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If
need be, AIG would raise third-party funds, and could ultimately have a
Rights offering at a time when markets are more stable and the sale of
assets, as indicated, could take place in an orderly
manner.
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The
role of government should not be to force a company out of business, but rather
to help it to stay in business, especially a company that has been the pride of
its industry.
Such
a plan should get a positive response from the rating agencies which could lead
to the possible reduction in collateral calls, which is one of the issues
burdening AIG. Moreover, AIG would be eligible to sell some of its
toxic securities to the new $700 billion fund, and finally, there might be some
modification in mark-to-market accounting rules that could provide some relief
during these turbulent times until the markets stabilize. If the
foregoing occurs, AIG could in all likelihood redeem the preferred in less than
10 years.
The
above steps would provide a very positive signal to the market and would be a
step forward toward restoring confidence and stabilizing the broader financial
system.