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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
25, 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. 7 to the Schedule 13D on behalf of C. V.
Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 9 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 11 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 11 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 13 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 13 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 15 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 15 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).
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Item
4.
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Purpose
of Transaction
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Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
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The
Reporting Persons presently intend to engage in open-market sales of
shares of Common Stock for liquidity and other purposes. Such
sales may be made at such times, in such amounts and at such prices as
each of the Reporting Persons may in its sole discretion
determine. Such sales may, individually or in the aggregate,
materially decrease the percentage of the outstanding Common Stock of the
Issuer beneficially owned by the Reporting Persons.
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.
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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 25, 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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Exhibit
2
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Edward
E. Matthews Power of Attorney, dated as of September 15,
2008.
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Exhibit
3
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Starr
International Company, Inc. Power of Attorney, dated as of September 15,
2008.
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Exhibit
4
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Universal
Foundation Power of Attorney, dated as of September 15, 2008.
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Exhibit
5
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The
Maurice R. Greenberg and Corinne P. Greenberg Family Foundation, Inc.
Power of Attorney, dated as of September 15, 2008.
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Exhibit
6
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Maurice
R. and Corinne P. Greenberg Joint Tenancy Company, LLC Power of Attorney,
dated as of September 15, 2008.
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Exhibit
7
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C.
V. Starr & Co., Inc. Trust Power of Attorney, dated as of September
15, 2008.
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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
25, 2008
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MAURICE
R. GREENBERG
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|
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By:
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/s/Bertil P-H Lundqvist, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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Name:
Mike F. Huang
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|
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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, Attorney-in-Fact |
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Name:
Bertil P-H Lundqvist
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|
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Title:
Attorney-in-Fact
|
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By:
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/s/Mike F. Huang, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
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Name:
Mike F. Huang
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Title:
Attorney-in-Fact
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Exhibit
1
JOING
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 Agreeement 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 accurancy 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
25, 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:
Bertil P-H Lundqvist
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|
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Title:
Attorney-in-Fact
|
|
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By:
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/s/Mike F. Huang, Attorney-in-Fact |
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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, Attorney-in-Fact |
|
Name:
Bertil P-H Lundqvist
|
|
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Title:
Attorney-in-Fact
|
|
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By:
|
/s/Mike F. Huang, Attorney-in-Fact |
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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:
|
/s/Bertil P-H Lundqvist, Attorney-in-Fact |
|
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, Attorney-in-Fact |
|
Name:
Mike F. Huang
|
|
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Title:
Attorney-in-Fact
|
|
|
C.
V. STARR & CO., INC.
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|
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By:
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/s/Bertil P-H Lundqvist, Attorney-in-Fact |
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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, Attorney-in-Fact |
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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, Attorney-in-Fact |
|
Name:
Bertil P-H Lundqvist
|
|
|
Title:
Attorney-in-Fact
|
|
|
By:
|
/s/Mike F. Huang, Attorney-in-Fact |
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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:
|
/s/Bertil P-H Lundqvist, Attorney-in-Fact |
|
Name:
Bertil P-H Lundqvist
|
|
|
Title:
Attorney-in-Fact
|
|
|
By:
|
/s/Mike F. Huang, Attorney-in-Fact |
|
Name:
Mike F. Huang
|
|
|
Title:
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
|
|
|
Title:
Attorney-in-Fact
|
|
|
By:
|
/s/Mike F. Huang Attorney-in-Fact |
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-in-Fact
|
|
|
C.
V. STARR & CO., INC. TRUST
|
|
|
By:
|
/s/Bertil P-H Lundqvist, Attorney-in-Fact |
|
Name:
Bertil P-H Lundqvist
|
|
|
Title:
Attorney-in-Fact
|
|
|
By:
|
/s/Mike F. Huang, Attorney-in-Fact |
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-in-Fact
|
|
Exhibit
2
Power of
Attorney
KNOW ALL
PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates
and appoints any one individual from Group A (as defined below) and any one
individual from Group B (as defined below), taken together, jointly, as such
person’s true and lawful attorneys-in-fact and agents for the undersigned and in
the undersigned’s name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), including Sections 13 and
16 of such act, and the rules and regulations thereunder, and the Securities Act
of 1933, as amended (the “Securities Act”), including Rule 144 and the other
rules and regulations thereunder, and all documents in connection with such
filings, respecting securities of American International Group, Inc., a Delaware
corporation, including but not limited to Forms 3, 4 and 5 and Schedules 13D and
13G under the Exchange Act and Form 144 under the Securities Act and any
amendments thereto and successor forms and schedules thereto.
Group A
shall consist of the following individuals: Maurice R. Greenberg,
Howard I. Smith and Bertil P-H Lundqvist.
Group B
shall consist of the following individuals: George Y. Liu, Lee S.
Wolosky and Mike F. Huang.
This
power of attorney shall be valid from the date hereof until revoked by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this instrument as of the 15th day of
September, 2008.
EDWARD E.
MATTHEWS
/s/ Edward E.
Matthews________________
Exhibit
3
Power of
Attorney
KNOW ALL
PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates
and appoints any one individual from Group A (as defined below) and any one
individual from Group B (as defined below), taken together, jointly, as such
person’s true and lawful attorneys-in-fact and agents for the undersigned and in
the undersigned’s name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), including Sections 13 and
16 of such act, and the rules and regulations thereunder, and the Securities Act
of 1933, as amended (the “Securities Act”), including Rule 144 and the other
rules and regulations thereunder, and all documents in connection with such
filings, respecting securities of American International Group, Inc., a Delaware
corporation, including but not limited to Forms 3, 4 and 5 and Schedules 13D and
13G under the Exchange Act and Form 144 under the Securities Act and any
amendments thereto and successor forms and schedules thereto.
Group A
shall consist of the following individuals: Edward E. Matthews,
Howard I. Smith and Bertil P-H Lundqvist.
Group B
shall consist of the following individuals: George Y. Liu, Lee S.
Wolosky and Mike F. Huang.
This
power of attorney shall be valid from the date hereof until revoked by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this instrument as of the 15th day of
September, 2008.
STARR
INTERNATIONAL COMPANY, INC.
By: /s/ Edward E.
Matthews___________________
Name:
Edward E. Matthews
Title: Authorized
Person
Exhibit
4
Power of
Attorney
KNOW ALL
PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates
and appoints any one individual from Group A (as defined below) and any one
individual from Group B (as defined below), taken together, jointly, as such
person’s true and lawful attorneys-in-fact and agents for the undersigned and in
the undersigned’s name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), including Sections 13 and
16 of such act, and the rules and regulations thereunder, and the Securities Act
of 1933, as amended (the “Securities Act”), including Rule 144 and the other
rules and regulations thereunder, and all documents in connection with such
filings, respecting securities of American International Group, Inc., a Delaware
corporation, including but not limited to Forms 3, 4 and 5 and Schedules 13D and
13G under the Exchange Act and Form 144 under the Securities Act and any
amendments thereto and successor forms and schedules thereto.
Group A
shall consist of the following individuals: Edward E. Matthews,
Howard I. Smith and Bertil P-H Lundqvist.
Group B
shall consist of the following individuals: George Y. Liu, Lee S.
Wolosky and Mike F. Huang.
This
power of attorney shall be valid from the date hereof until revoked by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this instrument as of the 15th day of
September, 2008.
UNIVERSAL
FOUNDATION, INC.
By: /s/ Edward E.
Matthews_________________
Name:
Edward E. Matthews
Title: Authorized
Person
Exhibit
5
Power of
Attorney
KNOW ALL
PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates
and appoints any one individual from Group A (as defined below) and any one
individual from Group B (as defined below), taken together, jointly, as such
person’s true and lawful attorneys-in-fact and agents for the undersigned and in
the undersigned’s name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), including Sections 13 and
16 of such act, and the rules and regulations thereunder, and the Securities Act
of 1933, as amended (the “Securities Act”), including Rule 144 and the other
rules and regulations thereunder, and all documents in connection with such
filings, respecting securities of American International Group, Inc., a Delaware
corporation, including but not limited to Forms 3, 4 and 5 and Schedules 13D and
13G under the Exchange Act and Form 144 under the Securities Act and any
amendments thereto and successor forms and schedules thereto.
Group A
shall consist of the following individuals: Edward E. Matthews,
Howard I. Smith and Bertil P-H Lundqvist.
Group B
shall consist of the following individuals: George Y. Liu, Lee S.
Wolosky and Mike F. Huang.
This
power of attorney shall be valid from the date hereof until revoked by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this instrument as of the 15th day of
September, 2008.
THE
MAURICE R. AND CORINNE P. GREENBERG
FAMILY
FOUNDATION, INC.
By: /s/ Maurice R.
Greenberg____________________
Name:
Maurice R. Greenberg
Title:
Authorized Person
Exhibit
6
Power of
Attorney
KNOW ALL
PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates
and appoints any one individual from Group A (as defined below) and any one
individual from Group B (as defined below), taken together, jointly, as such
person’s true and lawful attorneys-in-fact and agents for the undersigned and in
the undersigned’s name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), including Sections 13 and
16 of such act, and the rules and regulations thereunder, and the Securities Act
of 1933, as amended (the “Securities Act”), including Rule 144 and the other
rules and regulations thereunder, and all documents in connection with such
filings, respecting securities of American International Group, Inc., a Delaware
corporation, including but not limited to Forms 3, 4 and 5 and Schedules 13D and
13G under the Exchange Act and Form 144 under the Securities Act and any
amendments thereto and successor forms and schedules thereto.
Group A
shall consist of the following individuals: Edward E. Matthews,
Howard I. Smith and Bertil P-H Lundqvist.
Group B
shall consist of the following individuals: George Y. Liu, Lee S.
Wolosky and Mike F. Huang.
This
power of attorney shall be valid from the date hereof until revoked by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this instrument as of the 15th day of
September, 2008.
MAURICE
R. AND CORINNE P. GREENBERG
JOINT
TENANCY COMPANY, LLC
By: /s/ Maurice R.
Greenberg___________________
Name:
Maurice R. Greenberg
Title:
Authorized Person
Exhibit
7
Power of
Attorney
KNOW ALL
PERSONS BY THESE PRESENTS that the undersigned hereby constitutes, designates
and appoints any one individual from Group A (as defined below) and any one
individual from Group B (as defined below), taken together, jointly, as such
person’s true and lawful attorneys-in-fact and agents for the undersigned and in
the undersigned’s name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), including Sections 13 and
16 of such act, and the rules and regulations thereunder, and the Securities Act
of 1933, as amended (the “Securities Act”), including Rule 144 and the other
rules and regulations thereunder, and all documents in connection with such
filings, respecting securities of American International Group, Inc., a Delaware
corporation, including but not limited to Forms 3, 4 and 5 and Schedules 13D and
13G under the Exchange Act and Form 144 under the Securities Act and any
amendments thereto and successor forms and schedules thereto.
Group A
shall consist of the following individuals: Edward E. Matthews,
Howard I. Smith and Bertil P-H Lundqvist.
Group B
shall consist of the following individuals: George Y. Liu, Lee S.
Wolosky and Mike F. Huang.
This
power of attorney shall be valid from the date hereof until revoked by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this instrument as of the 15th day of
September, 2008.
C. V.
STARR & CO., INC. TRUST
By: /s/ Howard I.
Smith_____________________
Name:
Howard I. Smith
Title:
Authorized Person