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)
December
12, 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 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. 2 to the Schedule 13D on behalf
of
C. V. Starr & Co., Inc. Trust, dated March 20, 2007, Amendment
No. 4 to the Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg
Joint Tenancy Company, LLC, dated May 26, 2006, Amendment
No. 6 to the Schedule 13D on behalf of Universal Foundation, Inc., dated
February 21, 2006, Amendment No. 6 to the Schedule 13D on
behalf of The Maurice R. and Corinne P. Greenberg Family Foundation, Inc.,
dated
February 21, 2006, Amendment No. 8 to the Schedule 13D on
behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 8 to
the Schedule 13D on behalf of Edward E. Matthews, dated November
23, 2005, Amendment No. 10 to the Schedule 13D of Starr International
Company, Inc., dated October 2, 1978, and Amendment No. 10 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.
|
Exhibit
A:
|
Joint
Filing Agreement, dated as of December 12, 2007, and among Mr.
Greenberg,
Mr. Matthews, Universal Foundation, Greenberg Foundation, Starr
International and CV Starr.
|
|
Exhibit
B:
|
Letter
Agreement and Transaction Supplement, each dated as of November
15, 2005, by and among CV Starr, Credit Suisse First Boston LLC
and Credit
Suisse First Boston Capital LLC. (Incorporated by reference to
Exhibit B
to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on November 23,
2005.)
|
|
Exhibit
C:
|
Master
Terms and Conditions for Pre-Paid Forward Contracts and Pre-Paid
Forward
Contract Confirmation, dated as of November 15, 2005 and November
21,
2005, respectively, by and between CV Starr and Citibank,
N.A. (Incorporated by reference to Exhibit C to the Schedule
13D filed with the Securities and Exchange Commission in respect
of the
Issuer on November 23, 2005.)
|
|
Exhibit
D:
|
Investment
Management Agreement, dated as of January 13, 2006, by and between
Starr
International Advisors and Universal Foundation. (Incorporated
by
reference to Exhibit D to the Schedule 13D filed with the Securities
and
Exchange Commission in respect of the Issuer on February 21,
2006.)
|
|
Exhibit
E:
|
Letter
to the State of New York Insurance Department, dated December 12,
2007,
from Manatt, Phelps & Phillips, LLP.
|
|
Exhibit
F:
|
Letter
from the State of New York Insurance Department, dated December
7, 2007,
to Manatt, Phelps & Phillips, LLP.
|
|
Exhibit
G:
|
Letter
to the State of New York Insurance Department, dated November 30,
2007,
from Manatt, Phelps & Phillips, LLP.
|
|
Exhibit
H:
|
Letter
to the State of New York Insurance Department, dated November 20,
2007,
from Manatt, Phelps & Phillips,
LLP.
|
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: December
12, 2007
|
MAURICE
R. GREENBERG
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
EDWARD
E. MATTHEWS
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
STARR
INTERNATIONAL COMPANY, INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
C.
V. STARR & CO., INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
UNIVERSAL
FOUNDATION, INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
C.
V. STARR & CO., INC. TRUST
|
||
|
By:
|
/s/
Maurice R. Greenberg, Trustee
|
|
|
Name:
|
Maurice
R. Greenberg, Trustee
|
|
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: December
12, 2007
|
MAURICE
R. GREENBERG
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
EDWARD
E. MATTHEWS
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
STARR
INTERNATIONAL COMPANY, INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
C.
V. STARR & CO., INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
UNIVERSAL
FOUNDATION, INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
||
|
By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
|
|
C.
V. STARR & CO., INC. TRUST
|
||
|
By:
|
/s/
Maurice R. Greenberg, Trustee
|
|
|
Name:
|
Maurice
R. Greenberg, Trustee
|
|
Exhibit
E
|
manatt
manatt
| phelps | phillips
|
Marcia
D. Alazraki
Manatt,
Phelps & Phillips, LLP
Direct
Dial: (212) 830-7273
E-mail: malazraki@manatt.com
|
|
December
12, 2007
|
BY
FACSIMILE AND HAND DELIVERY
Kermitt
J. Brooks, Esq.
First
Deputy Superintendent
State
of New York Insurance Department
25
Beaver Street
New
York, New York 10004-2319
Re: American
International Group, Inc. ("AIG")
Dear
Mr. Brooks:
We
are in receipt of your letter dated December 7, 2007 regarding the joint filing
of an amended Schedule 13D with respect to AIG on November 2, 2007 with the
Securities and Exchange Commission (the "SEC"), which we refer to as the amended
Schedule 13D. The amended Schedule 13D was filed by certain AIG
stockholders, including Starr International Company, Inc. and C. V. Starr &
Co., Inc., which filing persons are collectively referred to as the 13D
members. Two of these 13D members, Starr International Company, Inc.
and C. V. Starr & Co., Inc. are long time holders of AIG shares and their
status as such has not changed since the 1970s. We also refer to the
attached correspondence of November 20, 2007 and November 30, 2007 on
behalf of the 13D members, as well as your December 7, 2007 letter, regarding
this issue.
Your
December 7th letter concludes that the 13D members must either file pursuant
to
Section 1501(c) of the Insurance Law for a written determination by the
Superintendent that the 13D members are exempt from Article 15 or "cease and
desist immediately from engaging in any further activities aimed at exercising
a
controlling influence over AIG". This apparent determination by the
Superintendent, however, is based on the Department's erroneous view that the
13D members constitute, in the aggregate, a controlling person of AIG, as
defined in Article 15 of the Insurance Law.
Section
1501(a)(2) of the Insurance Law requires that such a person possess "the
power
to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract or . . .
otherwise." As Messrs. Lundqvist and Tindell demonstrated at the
informal meeting with the Department on November 15, 2007, not only do none
of
the 13D members, individually or collectively, have the power to "control"
AIG
|
7
Times Square, New York, New
York 10036 Telephone: 212.790.4500 Fax: 212.790.4545
|
|
|
|
Albany | Los
Angeles | New
York | Orange County | Palo
Alto | Sacramento | San
Francisco | Washington,
D.C.
|
manatt
manatt
| phelps | phillips
Kermitt
J. Brooks, Esq.
December
12, 2007
Page
2
(as
such term is used in Section 1501(a)(2)), in fact, they, individually and
collectively, have the antithesis of "control" of AIG for the following
reasons, among others:
|
·
|
No
Management Control. None of the 13D members
or their respective directors, officers or shareholders, as applicable,
is
or has been for over two years a director, officer or employee of
AIG or
any of its insurance or non-insurance subsidiaries. Further,
none of the 13D members has any plan of becoming a director, officer
or
employee of AIG or any of its insurance or non-insurance
subsidiaries.
|
|
·
|
No
Contractual Control. None of the 13D members or their
respective directors, officers or shareholders, as applicable, has
any
direct or indirect contractual right to direct or cause the direction
of
the management and policies of AIG or any of its insurance or
non-insurance subsidiaries.
|
|
·
|
No
Voting Control. The ownership position in AIG
shares held by the 13D members does not entitle these stockholders,
individually or collectively, to any special corporate governance
rights
or blocking positions under AIG's organizational documents, NYSE
rules or
the rules and regulations of the
SEC.
|
|
·
|
Status
Quo of Public Disclosure. The Schedule 13D to which
the November 2, 2007 amendment relates has been on file with the
SEC and
publicly available since November 20, 2005. This
Schedule 13D was filed because, under the facts and circumstances
described therein, the reporting persons may be deemed to be a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange
Act of
1934, as amended. In this Schedule 13D, the 13D members stated
they reserved the right "to engage in discussions with [AIG] and
third
parties or facilitate discussions between [AIG] and third parties
exploring [specified] actions."1
|
The
amended Schedule 13D merely states that the 13D members are considering and
evaluating strategic alternatives designed to lead to the maximization of their
investment in AIG and they believe that there are opportunities to improve
AIG's
performance and strategic direction, as well as the value of their
investment. This Schedule 13D amendment discusses that "the [13D
members] anticipate holding discussions with stockholders and third parties
that
may address a number of issues, including . . . their respective views on
[AIG]'s business and prospects, the
|
1
|
With
reference to the first bullet point on page 2 of your December
7th letter,
it was in this context that Mr. Lundqvist discussed at the November
15,
2007 meeting with the Department that that the AIG stockholdings
of the
13D members was publicly known. Contrary to the assertion in
your letter, at no time during this meeting, did Mr. Lundqvist
state or
imply that the 13D members "are already a controlling person under
Article
15."
|
manatt
manatt
| phelps | phillips
Kermitt
J. Brooks, Esq.
December
12, 2007
Page
3
suggested
disposition of certain of its operations, investment opportunities and concerns
over the direction and management of AIG generally, and other opportunities
to
improve or realize on the value of their investment in AIG."
The
amended Schedule 13D was filed with the SEC consistent with the 13D members
obligations under federal securities laws. Although providing more
details regarding possible areas for discussion among stockholders, the
disclosure in the amended Schedule 13D otherwise is generally consistent with
the disclosure in the November 2005 Schedule 13D on this point, as well as
the
discussion at the meeting with the Department. Furthermore, the
amended Schedule 13D concludes by stating "[a]t this time, the [13D members]
have not made any decisions regarding their future intentions with regards
to
their plans and proposals with respect to [AIG]."
|
·
|
Ongoing
Significant Litigation. AIG is currently suing Mr.
Greenberg personally for over $1 billion dollars and is suing Starr
International Company, Inc. for over $15 billion
dollars.
|
Any
one of the matters discussed above demonstrates that none of the 13D members,
possesses, individually or collectively, the power to direct or cause the
direction of the management and policies of AIG. However, when taken
together, they vitiate any argument that the 13D members either individually
or
collectively possess "the power to direct or cause the direction of the
management and policies" of AIG. (emphasis added)
The
amended Schedule 13D indicates that the 13D members are considering and
evaluating strategic alternatives to maximize their investment in AIG, as is
the
right of any stockholder. It also states that no decisions regarding
future intentions have been made. To extrapolate from these
statements (as the Superintendent apparently has), that somehow the 13D members,
individually or collectively, have the power to direct or cause the direction
of
the management and policies of AIG is wholly erroneous based on the facts and
circumstances known to the general public and the Department as discussed
above.
If
one were to countenance the Department's position, any two or more persons
who
in the aggregate owned, directly or indirectly, 10% or more of the voting
securities of a domestic insurer would not be permitted to discuss the
management or policies of that insurer without first making a filing with the
Department.2 Discussions
between and among stockholders foster and
|
2
|
This
approach would lead to results that are contradictory to current legal and
business practices. For example, no potential acquiror could
enter into discussions leading to a purchase agreement without
first
making a filing pursuant to Article 15, notwithstanding the longstanding
accepted practice of conditioning the consummation of a transaction
on
receiving the Department's
approval.
|
manatt
manatt
| phelps | phillips
Kermitt
J. Brooks, Esq.
December
12, 2007
Page
4
serve
a legitimate purpose regarding the exercise of their fiduciary duties, the
protection of their financial and commercial interests, as well as the interests
of the domestic insurer. Such discussions alone are not requisite
acts requiring a filing under Article 15. Moreover, the chill placed
on a stockholder from commenting or expressing honest and open views serves
only
to build a wall around management and otherwise entrench their position –a
position that is certainly not countenanced in the applicable law or
regulations.
Therefore,
the 13D members continue to believe in good faith that a filing with the
Department pursuant to Article 15 is not currently
required. Further, the 13D members do not believe that the activities
set forth in the amended Schedule 13D should be proscribed.
We
respectfully request an opportunity to meet with the Department to discuss
the
foregoing matters.
Respectfully
Submitted,
/s/
Marcia D. Alazraki
Marcia
D. Alazraki
cc:
Robert
H.
Easton, Esq.
Bertil P-H Lundqvist, Esq.
Bertil P-H Lundqvist, Esq.
Exhibit
F
[Logo]
STATE
OF NEW YORK
INSURANCE
DEPARTMENT
25
BEAVER STREET
NEW
YORK, NY 10004 -2319
|
ERIC
R. DINALLO
|
KERMITT
J. BROOKS
|
|
Superintendent
|
First
Deputy Superintendent
|
December
7, 2007
|
Marcia
D. Alazraki, Esq.
Manatt,
Phelps & Phillips, LLP
7
Times Square
New
York, New York 10036
|
RE: American
International Group, Inc. (“AIG”)
Dear
Marcia:
Thank
you for your November 20, 2007 letter regarding the November 2, 2007 joint
filing of a Schedule 13D with the Securities and Exchange Commission (“SEC”) by
AIG shareholders Maurice R. Greenberg, Edward E. Matthews, Starr International
Company, Inc. (“SICO”), C. V. Starr & Co., Inc., Universal Foundation, Inc.,
the Maurice R. And Corinne P. Greenberg Family Foundation, Inc., Maurice R.
and
Corinne P. Greenberg Joint Tenancy Company, LLC, and C. V. Starr & Co., Inc.
Trust (collectively, the “13D Group,” or the “Group”).
As
I have previously informed you, the 13D Group’s collective ownership of over 10%
of AIG’s voting securities – as of October 31, 2007, the 13D Group collectively
owned almost 12% of AIG’s voting shares – makes the Group a controlling person
under New York Insurance Law Article 15. Having failed
to
www.ins.state.ny.us
|
Marcia
D. Alazraki, Esq.
|
December
7, 2007
|
|
Page
of 2 of 3
|
receive
the Superintendent’s prior approval to possess control, see Ins. Law
§1506(a), the Group stands in violation of Article 15 unless and until
it
obtains a determination by the Superintendent that it is not, in fact, a control
person, see Ins. Law §1501(c).
Nothing
in your November 20 letter compels a contrary conclusion. Indeed,
your letter conflicts in several significant respects with representations
made
by the 13D Group’s representatives at the Insurance Department on November 15,
2007. On that day, you, C. V. Starr and SICO General Counsel and
Executive Vice President Bertil Lundqvist, Esq. and Jeffrey Tindell, Esq. of
Skadden, Arps, Slate, Meagher & Flom, all voluntarily came to the
Department, expressly on behalf of all members of the 13D Group, to meet with
me
and other Department officials. A number of the representations Mr.
Lundqvist and Mr. Tindell made at the meeting bolster this presumption of
control status:
|
·
|
Mr.
Lundqvist expressly conceded that “everybody knows” that the 13D Group is
“already a controlling person” under Article
15.
|
|
·
|
Mr.
Lundqvist stated that the 13D Group is “thinking of all kinds of
alternatives” to remedy its “disappointment” in AIG’s share price and
current management, and that “no scenarios have been ruled out as
yet.”
|
|
·
|
Mr.
Tindell acknowledged that, while the one prior Schedule 13D filed
by the
13D Group, on March 20, 2007, was a “typical passive investor 13D,” the
November 2, 2007 amended 13D was warranted because the Group “was starting
to be more active” and because, in Mr. Lundqvist’s words, the 13D Group
“wanted the freedom to talk to other [AIG]
shareholders.”
|
|
·
|
Mr.
Lundqvist stated that the Group had indeed engaged in a series
of recent
meetings with shareholders concerning “shareholder value” and had more
meetings scheduled for the week after Thanksgiving, with additional
meetings also possible.
|
Notwithstanding
the fact that no one member of the 13D Group owns more than 10% of AIG’s voting
securities, these representations (among other things) clearly and undeniably
demonstrate that the 13D Group is acting in concert, and therefore is a “person”
in “control” within the meaning of Article 15 of the Insurance
Law. The mere lack of a preexisting “agreement which requires such
persons to act in concert” does not, as you assert, preclude the members of the
13D Group from acting in concert within the meaning of the Insurance
Law.
|
Marcia
D. Alazraki, Esq.
|
December
7, 2007
|
|
Page
of 3 of 3
|
You
are hereby advised that the 13D Group must either apply forthwith pursuant
to
Insurance Law §1501(c) for a written determination from the Superintendent that
the 13D Group is in fact exempt from Article 15, or else cease and desist
immediately from engaging in any further activities aimed at exercising a
controlling influence over AIG. You are further advised that the 13D
Group’s failure to govern itself accordingly will constitute a willful failure
to comply with the dictates of Article 15 of the Insurance Law.
Very
truly yours,
/s/
Kermitt J. Brooks
First
Deputy
Superintendent
|
cc:
|
Bertil
P. Lundqvist, Esq.
|
|
Jeffrey
W. Tindell, Esq.
|
|
|
Kathleen
E. Shannon, Esq.
|
|
|
Robert
H. Easton, Esq.
|
Exhibit
G
|
manatt
manatt
| phelps | phillips
|
Marcia
D. Alazraki
Manatt,
Phelps & Phillips, LLP
Direct
Dial: (212) 830-7273
E-mail: malazraki@manatt.com
|
|
November
30, 2007
|
VIA
E-MAIL
Robert
H. Easton
Deputy
Superintendent & General Counsel
New
York State Department of Insurance
25
Beaver Street
New
York, NY 10004
Re: American
International Group, Inc.
Dear
Robert:
I
write in response to your below
inquiry with respect to that certain Schedule 13D filing made on November
2,
2007 with the Securities and Exchange Commission in respect of Issuer American
International Group, Inc. (AIG) and our recent meeting with the Department
regarding that filing. Thank you for memorializing the
Department’s request in writing. As you may recall, Bertil Lundqvist,
who attended the meeting, serves as Attorney-in-Fact for all of the Reporting
Persons (except the C. V. Starr & Co., Inc. Trust) and is the General
Counsel and Executive Vice President of Starr International Advisors Inc.
and C.
V. Starr & Co., Inc., two of the Reporting Persons. Mr. Lundqvist
has confirmed and authorized me to represent to the Department that there
are no
written confidentiality agreements by and among the Reporting Persons or
by and
between any of the Reporting Persons and other AIG shareholders. The
only written agreement among the Reporting Persons is the Joint Filing Agreement
with respect to the 13D Filing.
In
the November 15th meeting with the
Department, Mr. Lundqvist advised that the Reporting Persons had represented
to
other AIG shareholders orally that if those shareholders spoke with the
Reporting Persons that the conversations would be held in confidence and
the
confidentiality of such discussions assures the other AIG shareholders that
their mere participation in such conversations with the Reporting Persons
would
not result in adverse publicity or other potential negative consequences
to
them. As stated in our meeting, the topics discussed were fully
consistent with the disclosures contained in the Schedule 13D and the Reporting
Persons’ obligations under the federal securities laws. Revealing the
identity of those AIG shareholders with whom the Reporting Persons are
conferring would not only be a breach of the confidential nature of those
discussions but would clearly put a chill on the prospect of any shareholder
contacting any of the Reporting Persons in the future.
|
7
Times Square, New York, New
York 10036 Telephone: 212.790.4500 Fax: 212.790.4545
|
|
|
|
Albany | Los
Angeles | New
York | Orange County | Palo
Alto | Sacramento | San
Francisco | Washington,
D.C.
|
manatt
manatt
| phelps | phillips
Robert
H. Easton
November
30, 2007
Page
2
I
assume that neither you nor the SEC is interested in the elimination or
dampening of communications amongst shareholders that would otherwise be
in the
best interests of shareholders and of AIG.
Best
regards,
/s/
Marcia D. Alazraki
Marcia
Alazraki
Exhibit
H
|
manatt
manatt
| phelps | phillips
|
Marcia
D. Alazraki
Manatt,
Phelps & Phillips, LLP
Direct
Dial: (212) 830-7273
E-mail: malazraki@manatt.com
|
|
November
20, 2007
|
BY
FACSIMILE (212) 480-3393
Kermit
Brooks
First
Deputy Superintendent
New
York State Department of Insurance
25
Beaver Street
New
York, NY 10004
|
|
Re:
|
American
International Group, Inc. (the “Insurer
Group”)
|
Dear
Mr. Brooks:
This
is in response to our telephone conversation earlier today in which you have
requested certain information pursuant to Article 15 of the New York Insurance
Law regarding the above Insurer Group. Specifically, you have
requested that the Reporting Persons, as discussed more fully below, produce
written evidence that they filed for and received an exemption from control
as
that term is defined in Article 15 with respect to the Insurer
Group. At this time, the Reporting Persons can affirmatively
represent that they have not made such a filing since March 2005 and if such
filing was previously made on their behalf, they are unaware of such
filing. The Insurer Group would have possession of any such filing
and to date, notwithstanding numerous requests and court orders has either
failed or refused to provide copies of any such regulatory
filings. An additional specific request for filings with the New York
Insurance Department on behalf of the Reporting Persons will be sent to counsel
for the Insurer Group today.
As
you know on November 2, 2007 a schedule 13D filing was made with the Securities
and Exchange Commission with respect to the Insurer Group on behalf of certain
Reporting Persons. While in the aggregate, the Reporting Persons own
greater than 10% of the above, no one Reporting Person owns 10% or more of
the
above. Two of these Reporting Persons, C.V. Starr & Co., Inc. and
Starr International Company, Inc. are long time holders of AIG shares and
their
status as such has not changed since the 1970s. Yet, you have now
raised issues regarding the collective ownership of the Reporting Persons
of the
Insurer Group and whether a filing under Article 15 on behalf of the Reporting
Persons is warranted under the circumstances.
At
our recent meeting, we represented that there are no agreements among and
between the Reporting Persons to acquire, sell or vote the securities of
the
Insurer Group or to act in concert in any manner with respect to the Insurer
Group. As you know, since no one Reporting Person owns 10% or
more of the voting securities and there exists no agreement which requires
|
7
Times Square, New York, New
York 10036 Telephone: 212.790.4500 Fax: 212.790.4545
|
|
|
|
Albany | Los
Angeles | New
York | Orange County | Palo
Alto | Sacramento | San
Francisco | Washington,
D.C.
|
manatt
manatt
| phelps | phillips
Kermit
Brooks
November
20, 2007
Page
2
such
persons to act in concert, there is no presumption that the Reporting Persons
have “control” of the Insurer Group as that term is defined in Section
1501(a)(2) of the Insurance Law. As indicated at our meeting,
the filing of the 13D was done out of an abundance of caution so that the
issues
regarding the management of the Insurer Group may be reviewed and discussions
may be had with shareholders. The 13 D clearly states that there have
been no decisions regarding the future intentions of the Reporting
Persons.
The
joint filing of the 13D is not and should not be taken as anything other
than a
ministerial act of convenience without any intent to act in concert regarding
the actual affairs or management of the Insurer Group as respects the
requirements of Article 15. Therefore, we believe that no filing is
required pursuant to Article 15.
When
we spoke earlier today you requested that you received a response to your
inquiry today. Given the time of year and the unavailability of
documents and persons necessary to gather all of the information which may
be
required should you need further information, we would greatly appreciate
the
opportunity to have further discussions with you after the Thanksgiving holiday
and provide you with additional information as needed .
Best
wishes for a Happy Thanksgiving.
Sincerely,
/s/
Marcia D. Alazraki
Marcia
D. Alazraki
MDA:mdh