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
17, 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. 4 to the Schedule 13D on behalf
of
C. V. Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 6 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 8 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 8 to
the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 10 to the Schedule
13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 10
to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 12 to the Schedule 13D of Starr International Company, Inc.,
dated
October 2, 1978, and Amendment No. 12 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.
CV
Starr, one of the Reporting
Persons, has retained Perella Weinberg Partners LP as its exclusive financial
advisor to advise CV Starr with respect to the business, operations, financial
condition and underlying value of the Issuer. Perella Weinberg
Partners LP is expected to provide a written valuation analysis to CV Starr
upon
completion of its study and analysis of the Issuer. After considering such
valuation analysis, the Reporting Persons will determine what action, if any,
is
appropriate.
None
of the Reporting Persons has a
current plan or intention to sell all or a substantial part of their shares
of
Common Stock, except as needed for liquidity for other investment
activities. The Reporting Persons will assess their holdings of
Common Stock after review and consideration of the written valuation analysis
of
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
17, 2008
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MAURICE
R. GREENBERG
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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 FOUNDATION,
INC.
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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 TENANCY COMPANY, LLC
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, 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/
Howard I. Smith, Attorney-in-Fact
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||
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Name:
|
Howard
I. Smith, 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/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, Attorney-in-Fact
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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
17, 2008
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MAURICE
R. GREENBERG
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, Attorney-in-Fact
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||
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By:
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/s/
Leif B. King, Attorney-in-Fact
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||
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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/
Howard I. Smith, Attorney-in-Fact
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Name:
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Howard
I. Smith, Attorney-in-Fact
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||
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By:
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/s/
Leif B. King, Attorney-in-Fact
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||
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Name:
|
Leif
B. King, Attorney-in-Fact
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||
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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
|
||
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Name:
|
Howard
I. Smith, Attorney-in-Fact
|
||
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By:
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/s/
Leif B. King, Attorney-in-Fact
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||
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Name:
|
Leif
B. King, Attorney-in-Fact
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||
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C.
V. STARR & CO., INC.
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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||
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Name:
|
Howard
I. Smith, Attorney-in-Fact
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||
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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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||
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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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||
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Name:
|
Howard
I. Smith, Attorney-in-Fact
|
||
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By:
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/s/
Leif B. King, Attorney-in-Fact
|
||
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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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By:
|
/s/
Howard I. Smith, Attorney-in-Fact
|
||
|
Name:
|
Howard
I. Smith, Attorney-in-Fact
|
||
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
||
|
Name:
|
Leif
B. King, Attorney-in-Fact
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||
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MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
|||
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By:
|
/s/
Howard I. Smith, Attorney-in-Fact
|
||
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Name:
|
Howard
I. Smith, Attorney-in-Fact
|
||
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
||
|
Name:
|
Leif
B. King, Attorney-in-Fact
|
||
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STARR
INTERNATIONAL COMPANY, INC.
|
|||
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By:
|
/s/
Howard I. Smith, Attorney-in-Fact
|
||
|
Name:
|
Howard
I. Smith, Attorney-in-Fact
|
||
|
By:
|
/s/
Leif B. King, Attorney-in-Fact
|
||
|
Name:
|
Leif
B. King, Attorney-in-Fact
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||
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C.
V. STARR & CO., INC. TRUST
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By:
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/s/
Howard I. Smith, Attorney-in-Fact
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||
|
Name:
|
Howard
I. Smith, Attorney-in-Fact
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