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)
January
9, 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 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. 3 to the Schedule 13D on behalf
of
C. V. Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 5 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 7 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 7 to
the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 9 to the Schedule
13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 9
to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 11 to the Schedule 13D of Starr International Company, Inc.,
dated
October 2, 1978, and Amendment No. 11 to the Schedule 13D for C. V. Starr &
Co., Inc., dated October 2, 1978.
Item
4. Purpose of Transaction
Item
4 is amended and restated in its
entirety as set forth below.
The
Reporting Persons have considered the views of stockholders
and third parties with respect to the Issuer. The Reporting Persons
are retaining an investment banking firm as a financial advisor and expect
the
financial advisor to analyze and evaluate their investment in the Issuer over
the next several months. The Reporting Persons have determined that
they do not currently intend to engage in the solicitation of proxies from
the
stockholders of the Issuer, do not currently intend to initiate a tender offer
for the Common Stock and do not currently expect to purchase additional shares
of Common Stock in the open market or from third parties. Further,
none of the Reporting Persons or any of their respective officers or directors
has any current intention of serving as an officer or director of the
Issuer. The Reporting Persons have had a series of recent
correspondence and discussions with the Staff of the State of New York Insurance
Department, including the correspondence attached as Exhibits E, F, G and H
to
the Schedule 13D/A filed by the Reporting Persons on December 12, 2007, and
in
regards thereto, the Reporting Persons have no intention, individually or
collectively, of taking any actions which are designed to direct or cause the
direction of the management and policies of the Issuer or otherwise exercise
a
controlling influence over the Issuer. Except for the foregoing, at
this time the Reporting Persons have not made any decisions regarding their
future intentions with regards to their plans and proposals with respect to
the
Issuer.
The
Reporting Persons reserve the
right to change their plans and intentions, including the right to decrease
their investment in the Issuer. In particular, any one or more of the
Reporting Persons may (i) sell or transfer shares of Common Stock in public
or
private transactions (including, without limitation, transfers among Reporting
Persons or between any Reporting Person and any entity affiliated with such
Reporting Person, which may include entities not in existence as of the date
hereof), (ii) enter into privately negotiated derivative transactions and/or
public purchases and sales of puts, calls and other derivative securities to
hedge the market risk of some or all of their positions in the Common Stock
and/or (iii) take any other action that might relate to or result in any of
the
actions set forth in response to paragraphs (a) - (j) of Item 4 of Schedule
13D. Any such actions 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.
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.
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: January
9, 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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, 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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, 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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, 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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, 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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY
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FOUNDATION,
INC.
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By:
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/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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Name:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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MAURICE
R. AND CORINNE P. GREENBERG JOINT
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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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
|
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/
Maurice R. Greenberg, Trustee
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Name:
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Maurice
R. Greenberg, Trustee
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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: January
9,
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:
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Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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EDWARD
E. MATTHEWS
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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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|
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Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
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By:
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/s/
Leif B. King, Attorney-in-Fact
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Name:
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Leif
B. King, Attorney-in-Fact
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STARR
INTERNATIONAL COMPANY, INC.
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||
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By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
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By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
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|
C.
V. STARR & CO., INC.
|
||
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By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
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By:
|
/s/
Leif B. King, Attorney-in-Fact
|
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Name:
|
Leif
B. King, Attorney-in-Fact
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UNIVERSAL
FOUNDATION, INC.
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||
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By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
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|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
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By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
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|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY
|
||
|
FOUNDATION,
INC.
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||
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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
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||
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By:
|
/s/
Bertil P-H Lundqvist, Attorney-in-Fact
|
|
|
Name:
|
Bertil
P-H Lundqvist, Attorney-in-Fact
|
|
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By:
|
/s/
Leif B. King, Attorney-in-Fact
|
|
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
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C.
V. STARR & CO., INC. TRUST
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||
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By:
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/s/
Maurice R. Greenberg, Trustee
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Name:
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Maurice
R. Greenberg, Trustee
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