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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)
June
5, 2009
(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. 17 to the Schedule 13D on behalf of C. V.
Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 19 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 21 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 21 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 23 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 23 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 25 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 25 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).
- 1
- -
|
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) ¨
|
||
|
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
2,300,000
|
|
|
8
|
SHARED
VOTING POWER
27,217
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,300,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
85,961
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,385,961
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
- 2
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
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
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
281,875
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,875
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||
- 3
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
280,261,274
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
280,261,274
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,261,274
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.42%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
- 4
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
58,744
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,744
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
- 5
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
58,744
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
58,744
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,744
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
- 6
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
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
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||
- 7
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
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
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||
- 8
- -
|
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) ¨
|
||
|
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) ¨
|
||
|
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
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||
- 9
- -
|
Item
4.
|
Purpose
of Transaction
|
|
Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
On
June 3, 2009 Starr International and each of CV Starr, CV Starr Trust,
Greenberg Foundation, Greenberg Joint Tenancy Company, Mr. Greenberg and
Universal Foundation (collectively, the “Sellers”) entered into the First
Amendment to the Securities Purchase Agreement (the
“Amendment”). The Amendment amended the number of shares of
Common Stock which Starr International has agreed to purchase, and each of
the Sellers has agreed to sell, as follows: CV Starr (10,716,957), CV
Starr Trust (8,360,605), Greenberg Foundation (989,308), Greenberg Joint
Tenancy Company (25,269,689), Mr. Greenberg (13,025,939) and Universal
Foundation (2,053,377). The Amendment further amended the price
per share that each share of Common Stock will be purchased at by Starr
International to a price per share equal to the average closing price of a
share of Common Stock as reported on the New York Stock Exchange composite
tape during the period from and including May 5, 2009 until and including
June 4, 2009.
In
contemplation of the consummation of the transactions contemplated by the
Securities Purchase Agreement, Starr International filed a Premerger
Notification and Report Form (FTC Form C4) with the Federal Trade
Commission and the Antitrust Division of the Department of Justice under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”)
on May 5, 2009. As a result of the expiration of the waiting
period under the HSR Act, Starr International and the Sellers consummated
the purchases and sales contemplated by the Securities Purchase Agreement,
as amended, on June 5, 2009.
|
|
|
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 in this
Item 4.
|
|
|
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:
On
June 5, 2009, pursuant to the Securities Purchase Agreement, as amended by
the Amendment, Starr International purchased, and the Sellers sold, a
number of shares of Common Stock as described in Item 4 of this Schedule
13D at a price per share equal to $1.74.
In
addition, on June 5, 2009, Starr International purchased through a
broker’s transaction 14,000,000 shares of Common Stock at an average price
per share equal to $1.7141.
|
- 10
- -
|
As
of the date of the filing of this statement, Mr. Greenberg, Mr. Matthews,
Starr International, CV Starr, and Universal Foundation may be deemed to
beneficially own in the aggregate 282,929,110 shares of Common Stock,
representing approximately 10.5146% of the Issuer’s outstanding Common
Stock (based on 2,690,808,696 shares of Common Stock reported by the
Issuer as outstanding as of April 30, 2009, in the Issuer’s Form 10-Q
filed on May 7, 2009).
Mr.
Greenberg has the sole power to vote and direct the disposition of
2,300,000 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 27,217 shares of Common Stock, which
are held in family trusts of which Mr. Greenberg is a
trustee. Mr. Greenberg has the shared power to direct the
disposition of 58,744 shares of Common Stock held by Universal Foundation
for which CV Starr has the shared power to direct the disposition of,
pursuant to an Investment Management Agreement (described
below).
Mr.
Greenberg owns 27.27% of the common stock of CV Starr
directly. Based on Mr. Greenberg’s voting power in CV Starr 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 or beneficially owned by CV Starr. Mr.
Greenberg disclaims beneficial ownership of the shares of Common Stock
held by CV Starr, Universal Foundation, and the family trusts described
above.
Mr.
Matthews has the sole power to vote and direct the disposition of 281,875
shares of Common Stock, which may be acquired pursuant to incentive stock
options previously granted by the Issuer to Mr. Matthews as an officer and
director of the Issuer that are exercisable within 60 days of the date
hereof.
Starr
International has the sole power to vote and direct the disposition of
280,261,274 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 264,561,274 shares are held directly by Starr
International.
Pursuant
to an Investment Management Agreement effective January 1, 2008 (the
“Investment Management Agreement”), CV Starr has the shared power to
direct the disposition of 58,744 shares of Common Stock held by Universal
Foundation.
Universal
Foundation has the sole power to vote 58,744 shares of Common Stock held
directly by Universal Foundation. Pursuant to the Investment Management
Agreement, CV Starr has the power to direct the disposition of the 58,744
shares of Common Stock held by Universal Foundation.
The
Greenberg Foundation no longer has the power to vote or direct the
disposition of any shares of Common Stock.
The
Greenberg Joint Tenancy Company no longer has the power to vote or direct
the disposition of any shares of Common Stock.
The
CV Starr Trust no longer has the power to vote or direct the disposition
of any shares of Common Stock.
|
|
|
Item
6
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
Item
6 is amended and supplemented to add the following information for
updating as of the date hereof:
On
June 3, 2009, Starr International and each of CV Starr, CV Starr Trust,
Greenberg Foundation, Greenberg Joint Tenancy Company, LLC, Mr. Greenberg
and Universal Foundation entered into the Amendment as more fully
discussed in Item 4 of this Schedule 13D.
A
copy of the Amendment is filed herewith as Exhibit 2 and incorporated
herein by reference.
|
|
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
Exhibit
1
|
Joint
Filing Agreement, dated June 5, 2009, 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
|
First
Amendment to the Securities Purchase Agreement, dated as of June 3, 2009,
by and among Starr International and each of CV Starr, CV Starr Trust,
Greenberg Foundation, Greenberg Joint Tenancy Company, Mr. Greenberg and
Universal Foundation.
|
- 11
- -
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: June
5, 2009
|
MAURICE
R. GREENBERG
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
EDWARD
E. MATTHEWS
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
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/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
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/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
- 12
- -
|
UNIVERSAL
FOUNDATION, INC.
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
C.
V. STARR & CO., INC. TRUST
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
- 13
- -
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: June
5, 2009
|
MAURICE
R. GREENBERG
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
EDWARD
E. MATTHEWS
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
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/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
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/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
UNIVERSAL
FOUNDATION, INC.
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
|
C.
V. STARR & CO., INC. TRUST
|
||
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
|
Name: Bertil P-H
Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
By:
|
/s/George
Y. Liu
|
|
|
Name:
George Y. Liu
|
||
|
Title:
Attorney-In-Fact
|
||
Exhibit
2
FIRST
AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT
This
FIRST AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT dated June 3, 2009 (this
“Agreement”)
is made by and among each of the sellers listed on the signature pages hereto
(each, a “Seller”
and collectively, the “Sellers”),
and Starr International Company, Inc., a Panamanian corporation (the “Purchaser”). Capitalized
terms used in this Agreement but not defined herein shall have the meanings
ascribed to them in the Existing Securities Purchase Agreement (as defined
below).
WHEREAS,
the Sellers and the Purchaser entered into that certain Securities Purchase
Agreement, dated as of May 1, 2009 (the “Existing
Securities Purchase Agreement”); and
WHEREAS,
the Sellers and the Purchaser intend and desire that certain provisions of the
Existing Securities Purchase Agreement be amended as set forth
herein.
NOW
THEREFORE, in consideration of the mutual agreements, representations,
warranties and covenants herein contained, the partiers hereto agree as
follows:
ARTICLE
I
AMENDMENTS
The
following provisions set forth in the Existing Securities Purchase Agreement are
hereby amended as follows:
Section
1.01. Amendment to
Definitions. The following defined term set forth in the
Existing Securities Purchase Agreement shall be amended and restated in its
entirety as follows:
“Share
Price” means a price per Share equal to the average Market Value of such
Share during the period from and including May 5, 2009 until and including June
4, 2009.”
Section
1.02. Amendment to Exhibit
A. Exhibit A to the Existing Securities Purchase Agreement is
hereby amended and restated in its entirety as set forth in Annex A
hereto.
ARTICLE
II
MISCELLANEOUS
Section
2.01. Severability; Governing Law;
Dispute Resolution. The parties hereto agree and confirm that
Section 6 (Miscellaneous
Provisions) of the Existing Securities Purchaser Agreement shall apply
mutatis mutandis to
this Agreement and are incorporated into this Agreement as if set out
specifically herein.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
|
SELLER:
|
||
|
C.V.
STARR & CO., INC.
|
||
|
By:
|
/s/Bertil P. Lundqvist
|
|
|
Name: Bertil P.
Lundqvist
|
||
|
Title:
Director, Executive Vice President & General
Counsel
|
||
|
C.V.
STARR & CO., INC. TRUST
|
||
|
By:
|
/s/Bertil P. Lundqvist
|
|
|
Name:
Bertil P. Lundqvist
|
||
|
Title:
Attorney-In-Fact
|
||
|
THE
MAURICE R. AND CORINNE P. GREENBERG FOUNDATION
|
||
|
By:
|
/s/Maurice R.
Greenberg
|
|
|
Name: Maurice R.
Greenberg
|
||
|
Title:
|
||
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
||
|
By:
|
/s/Maurice R.
Greenberg
|
|
|
Name: Maurice R.
Greenberg
|
||
|
Title:
Member
|
||
|
MAURICE
R. GREENBERG
|
||
|
By:
|
/s/Maurice R.
Greenberg
|
|
|
Name: Maurice R.
Greenberg
|
||
|
UNIVERSAL
FOUNDATION, INC.
|
||
|
By:
|
/s/Stuart
Osborne
|
|
|
Name: Stuart Osborne
|
||
|
Title:
Director
|
||
|
PURCHASER:
|
||
|
STARR
INTERNATIONAL COMPANY, INC.
|
||
|
By:
|
/s/Edward
E. Matthews
|
|
|
Name: Edward E.
Matthews
|
||
|
Title:
Director
|
||
Annex A
to the First Amendment to the Securities Agreement
EXHIBIT
A
SHARES
|
Seller
/ Address
|
Shares
|
|
C.V.
Starr & Co., Inc.
399
Park Avenue, 17th Floor
New
York, NY 10022
|
10,716,957
|
|
C.V.
Starr & Co., Inc. Trust
399
Park Avenue, 17th Floor
New
York, NY 10022
|
8,360,605
|
|
The
Maurice R. and Corinne P. Greenberg Foundation
399
Park Avenue, 17th Floor
New
York, NY 10022
|
989,308
|
|
Maurice
R. and Corinne P. Greenberg Joint Tenancy Company, LLC
399
Park Avenue, 17th Floor
New
York, NY 10022
|
25,269,689
|
|
Maurice
R. Greenberg
399
Park Avenue, 17th Floor
New
York, NY 10022
|
13,025,939
|
|
Universal
Foundation, Inc.
399
Park Avenue, 17th Floor
New
York, NY 10022
|
2,053,377
|