|
OMB
APPROVAL
|
|
OMB
Number:
|
|
Expires:February
28, 2009
|
|
Estimated
average burden
|
|
hours
per response 14.5
|
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)
December
15, 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. o
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. 13 to the Schedule 13D on behalf of C. V.
Starr & Co., Inc. Trust, dated March 20, 2007, Amendment No. 15 to the
Schedule 13D on behalf of Maurice R. and Corinne P. Greenberg Joint Tenancy
Company, LLC, dated May 26, 2006, Amendment No. 17 to the Schedule 13D on behalf
of Universal Foundation, Inc., dated February 21, 2006, Amendment No. 17 to the
Schedule 13D on behalf of The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc., dated February 21, 2006, Amendment No. 19 to the Schedule 13D
on behalf of Maurice R. Greenberg, dated November 23, 2005, Amendment No. 19 to
the Schedule 13D on behalf of Edward E. Matthews, dated November 23, 2005,
Amendment No. 21 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978, and Amendment No. 21 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).
|
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)
o
|
||||
|
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
2,487,500
|
|||
|
8
|
SHARED
VOTING POWER
58,309,137
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
2,487,500
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
58,309,137
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,796,637
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.26%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
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)
o
|
||||
|
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
281,875
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
281,875
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862,725
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
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)
o
|
||||
|
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) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
207,899,272
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
207,899,272
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,011,391
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.81%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
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)
o
|
||||
|
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) o
|
||||
|
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
19,088,682
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
19,088,682
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,088,682
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.71%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
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)
o
|
||||
|
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) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
2,112,119
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,112,119
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
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)
o
|
||||
|
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) o
|
||||
|
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
989,308
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
989,308
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,308
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
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)
o
|
||||
|
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) o
|
||||
|
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
25,269,689
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
25,269,689
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,269,689
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
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)
o
|
||||
|
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) o
|
||||
|
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
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,580,850
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
Item
4.
|
Purpose
of Transaction
|
|
|
Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
Mr.
Maurice R. Greenberg, one of the Reporting Persons, has sent a letter to
Mr. Edward Liddy, Chairman and CEO of the Issuer, with certain questions
regarding the funding provided to the Issuer by the Federal
Government. A copy of the letter is attached as Exhibit 2 to
this Schedule 13D/A.
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:
As
previously reported in this Item 5, CV Starr had entered into on November
21, 2005, a variable pre-paid forward sale contract (the “Citi Contract”)
for up to 2,917,916 shares of Common Stock (the “Citi Maximum Number”)
with Citibank, N.A. (“Citibank”).
|
||
|
In
accordance with the terms of the Citi Contract (previously disclosed in
this Item 5), CV Starr has delivered a number of shares of Common Stock to
Citibank for each of the 10 Scheduled Trading Days (as defined in the Citi
Contract) prior to and including December 10, 2008 equal to, in the
aggregate, the Citi Maximum Number in complete settlement of the Citi
Contract.
As
of the date of the filing of this statement, the Reporting Persons may be
deemed to beneficially own in the aggregate 271,089,903 shares of Common
Stock, representing approximately 10.08% of the Issuer’s outstanding
Common Stock (based on 2,689,938,313 shares of Common Stock reported by
the Issuer as outstanding as of October 31, 2008, in the Issuer’s
Form 10-Q filed on November 10, 2008).
Mr.
Greenberg has the sole power to vote and direct the disposition of
2,487,500 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 58,309,137 shares of Common Stock,
12,889,788 shares of which are held as tenant in common with Mr.
Greenberg’s wife, 71,670 shares of which are held in family trusts of
which Mr. Greenberg is a trustee, 10,507,832 shares of which are held by
CV Starr, 8,580,850 shares of which are held by the CV Starr Trust, for
which CV Starr is a beneficiary and Mr. Greenberg is a trustee, 989,308
shares of which are held by the Greenberg Foundation, of which Mr.
Greenberg, his wife and family members are directors, and 25,269,689
shares of which are held by the Greenberg Joint Tenancy Company, of which
the Greenberg Joint Tenancy Corporation is the managing
member.
|
||
|
Mr.
Greenberg owns 24.08% of the common stock of CV Starr
directly. Based on Mr. Greenberg’s voting power in CV Starr,
his position as a trustee of the CV Starr Trust, his position as director
and Chairman of the Board of the Greenberg Foundation, his position as
director and Chairman of the Board of the Greenberg Joint Tenancy
Corporation, the managing member of the Greenberg Joint Tenancy Company,
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 by CV Starr, the CV Starr Trust, the Greenberg
Foundation and the Greenberg Joint Tenancy Company. Mr.
Greenberg disclaims beneficial ownership of the shares of Common Stock
held by CV Starr, the CV Starr Trust, the Greenberg Foundation, and the
family trusts described above.
CV
Starr has the shared power to vote and direct the disposition of
19,088,682 shares of Common Stock held by CV Starr (8,580,850 shares of
which are held by the CV Starr Trust, of which CV Starr is a
beneficiary).
|
||
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
|
Exhibit
1
|
Joint
Filing Agreement, dated December 15, 2008, 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
|
Letter,
dated December 15, 2008, from Mr. Greenberg to Mr. Edward Liddy, Chairman
& Chief Executive Officer of the
Issuer.
|
|
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
15, 2008
|
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
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: December
15, 2008
|
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
C.V.
STARR & Co., INC.
399 PARK
AVENUE
NEW YORK,
NY 10022
MAURICE R.
GREENBERG December
15, 2008
CHAIRMAN
AND
CHIEF EXECUTIVE
OFFICER
Mr.
Edward Liddy
Chairman
and CEO
American
International Group, Inc.
70 Pine
Street
New York,
NY 10270
Dear
Ed:
There are
any number of things that we ought to catch up on, but you are probably busy and
so am I, so I’m not sure it will happen in the near term.
I am
curious about the latest change in the AIG terms with the New York Fed (still
far from the right mark). One of the Maiden Lane special purpose vehicles
purchased approximately $50 billion of CDOs at par, at least that is
what has been reported, and obviously canceled the default swaps. It is hard to
believe that the counterparties would be carrying the CDOs at par and not have
marked them to market. If so, what is the rationale for buying them back
at par?
The
counterparties were advised to keep the approximately $35 billion of collateral
that had been transferred to them. AIG wrote down the CDOs to reflect
their underlying value which was approximately 50%. I am sure I am missing
something, and I would be more than interested in finding out what transpired.
It certainly seems it was very good for the counterparties.
Regards.
Sincerely,
/s/
Maurice R. Greenberg
MRG/mb
Mr.
Edward Liddy
Page
2
December
15, 2008
P.S. The proper structure
would be not to disassemble AIG, but to rebuild it to pay back the taxpayers and
that could best be done by converting the loan and the preferred stock to a 15 –
20 year loan reducing the interest and dividend to 5%, and reducing the 79.9%
ownership interest to 15%. That would make it possible to attract private
capital and put in a proper management team to rebuild the company. You
can only rebuild by beginning to pay back out of earnings without the pressure
of selling assets at the wrong time at the wrong price.
MRG