UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
American International Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
026874-107
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(CUSIP Number)
Howard I. Smith
C. V. Starr & Co., Inc.
399 Park Avenue, 17th Floor
New York, New York 10022
(212) 230-5050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 2005
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(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), 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 ss.240.13d-7 for other
parties to whom copies are to be sent.
* This Schedule 13D constitutes an initial Schedule 13D on behalf of Maurice R.
Greenberg, an initial Schedule 13D on behalf of Edward E. Matthews and
Amendment No. 2 to the Schedule 13D of Starr International Co., Inc., dated
October 2, 1978 (the "Starr International 13D") and Amendment No. 2 to the
Schedule 13D for C. V. Starr & Co., Inc., dated October 2, 1978 (the "CV Starr
13D"). This Schedule 13D constitutes a restatement of the Starr International
13D and the CV Starr 13D in their entirety.
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 (the "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
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1. Name of Reporting Person. Maurice R. Greenberg
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares 7. Sole Voting Power
Beneficially 3,109,351
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 90,794,699
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9. Sole Dispositive Power
3,109,351
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10. Shared Dispositive Power
90,794,699
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
93,904,050
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
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13. Percent of Class Represented by Amount in Row (11)
3.6%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 026874-107
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1. Name of Reporting Person. Edward E. Matthews
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares 7. Sole Voting Power
Beneficially 1,991,635
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 18,667,178
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9. Sole Dispositive Power
1,991,635
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10. Shared Dispositive Power
18,667,178
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,658,813
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
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13. Percent of Class Represented by Amount in Row (11)
0.8%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 026874-107
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1. Name of Reporting Person. Starr International Co., Inc.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Panama
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Number of
Shares 7. Sole Voting Power
Beneficially 310,905,397
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 0
------------------------------------------------------------------
9. Sole Dispositive Power
310,905,397
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
310,905,397
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
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13. Percent of Class Represented by Amount in Row (11)
12.0%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 026874-107
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1. Name of Reporting Person.
C. V. Starr & Co., Inc.
I.R.S. Identification No. of above person.
13-5621350
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 47,337,246
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
47,337,246
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
47,337,246
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[X]
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13. Percent of Class Represented by Amount in Row (11)
1.8%
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14. Type of Reporting Person (See Instructions)
CO
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Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $2.50
per share (the "Common Stock"), of American International Group, Inc., a
Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 70 Pine Street, New York, NY 10270.
Item 2. Identity and Background
(a), (b), (c) and (f): This Schedule 13D is being filed on behalf of
Maurice R. Greenberg, a United States citizen ("Mr. Greenberg"), Edward E.
Matthews, a United States citizen ("Mr. Matthews"), Starr International Co.,
Inc., a Panamanian corporation ("Starr International") and C. V. Starr & Co.,
Inc., a Delaware corporation ("CV Starr", and together with Mr. Greenberg, Mr.
Matthews and Starr International, the "Reporting Persons", and each, a
"Reporting Person").
The principal business address and office for Mr. Greenberg is 399
Park Avenue, 17th Floor, New York, NY 10022. The principal occupation of Mr.
Greenberg is serving as a director and Chairman of the Board of each of Starr
International and CV Starr, and as the Chief Executive Officer of CV Starr. Mr.
Greenberg is also a trustee of C. V. Starr & Co., Inc. Trust (the "Starr
Trust"), and a member, director and Chairman of the Board of The Starr
Foundation.
The principal business address and office for Mr. Matthews is 399 Park
Avenue, 17th Floor, New York, NY 10022. The principal occupation of Mr.
Matthews is serving as Managing Director of Starr International and a director
and President of CV Starr. Mr. Matthews is also a trustee of the Starr Trust,
and a member and director of The Starr Foundation.
Starr International is a holding company that operates in a number of
lines of business, including commercial real estate, owning and operating a
private golf club and maintaining an investment portfolio, including the Common
Stock. Starr International also previously operated a deferred compensation
profit participation plan for the benefit of executives of the Issuer. Starr
International's principal offices are Clifton House - Suite 59, Lower
Fitzwilliam Street, Dublin 2, Ireland and Mercury House - 101 Front Street,
Hamilton HM12 Bermuda. The following are the executive officers and directors
of Starr International, their addresses and their principal occupations:
Name and Address Office Principal Occupation
---------------- ------ --------------------
Maurice R. Greenberg Chairman of the Board (See above)
(See above)
Edward E. Matthews Managing Director (See above)
(See above)
Lawrence Michael Murphy President and Director President of Starr International
Mercury House
101 Front Street
Hamilton HM12
Bermuda
Houghton Freeman Director President, Freeman Foundation
499 Taber Hill Road
Stowe, VT 05672
Howard I. Smith Director Vice Chairman-Finance and
399 Park Avenue, 17th Floor Secretary of CV Starr
New York, NY 10022
John J. Roberts Director Senior Advisor, American
Concordia Farms International Group, Inc.
P.O. Box 703 Easton, MD 21601
Ernest Stempel Director Senior Advisor and Honorary
70 Pine Street, 29th Floor Director, American International
New York, NY 10270 Group, Inc.
Cesar Zalamea Director President and Chief Executive
Suite 1405-7 Officer of Starr International
Two Exchange Square Company (Asia), Limited
8 Connaught Place
Central, Hong Kong
Each of the above officers and directors of Starr International is a
United States citizen except Mr. Zalamea, who is a citizen of the Republic of
the Philippines.
CV Starr is a holding company that operates in a number of lines of
business, including owning a number of insurance agencies and holding an
investment portfolio, including the Common Stock. CV Starr's principal office
is 399 Park Avenue, 17th Floor, New York, NY 10022. The following are the
executive officers and directors of CV Starr, their addresses and their
principal occupations:
Name and Address Office Principal Occupation
---------------- ------ --------------------
Maurice R. Greenberg Chairman of the Board and Chief (See above)
(See above) Executive Officer
Howard I. Smith Vice Chairman-Finance and (See above)
(See above) Secretary
Edward E. Matthews President and Director (See above)
(See above)
J. Christopher Flowers Director Chairman of J.C. Flowers
717 Fifth Avenue, and Co. LLC
26th Floor
New York, NY 10022
Houghton Freeman Director (See above)
(See above)
Thomas Kempner Director Chairman and Chief Executive
61 Broadway, Room 2450 Officer of Loeb Partners
New York, NY 10006 Corporation
John J. Roberts Director (See above)
(See above)
Cesar Zalamea Director (See above)
(See above)
Each of the above officers and directors of CV Starr is a United
States citizen except Mr. Zalamea, who is a citizen of the Republic of the
Philippines.
(d) and (e): During the last five years, none of Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, or the other individuals disclosed in
Item 2(a) above has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D is being filed because, under the facts and
circumstances described in Items 2, 5 and 6, the Reporting Persons may be
deemed to be a group within the meaning of Section 13(d)(3) of the Act. This
filing is not being made as a result of any particular acquisitions of Common
Stock by the Reporting Persons.
Item 4. Purpose of Transaction
This Schedule 13D is being filed because, under the facts and
circumstances described in Items 2, 5 and 6, the Reporting Persons may be
deemed to be a group within the meaning of Section 13(d)(3) of the Act. This
filing is not being made as a result of any particular acquisitions of Common
Stock by the Reporting Persons.
Each of the Reporting Persons holds the securities reported herein for
investment purposes and reserves the right, in light of its ongoing evaluation
of the Issuer's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions, the Reporting Person's and
Issuer's respective business objectives, and other relevant factors, at any
time and as it deems appropriate, to change its plans and intentions, to
increase or decrease its investment in the Issuer, or to engage in discussions
with the Issuer and third parties or facilitate discussions between the Issuer
and third parties exploring such actions. In particular, any one or more of the
Reporting Persons may (a) purchase additional shares of Common Stock, (b) sell
or transfer shares of Common Stock in public or private transactions, (c) enter
into privately negotiated derivative transactions to hedge the market risk of
some or all of their positions in the Common Stock, and/or (d) 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,
or other applicable law.
Except as otherwise described in this Item 4 and in Item 5 below, no
Reporting Person has formulated any plans or proposals which relate to or would
result in any of the events or transactions described in Item 4(a) through (j)
of the General Instructions to Schedule 13D under the Act.
Item 5. Interest in Securities of the Issuer
(a) and (b): The Reporting Persons may be deemed to be a group within
the meaning of Section 13(d)(3) of the Act consisting of the Reporting Persons
as a result of the facts and circumstances described in Items 2, 5 and 6 of
this Schedule 13D. The Reporting Persons as a group may be deemed beneficially
to own in the aggregate 406,823,982 shares of Common Stock, representing
approximately 15.7% of the outstanding shares of Common Stock (based on
2,595,607,825 shares of Common Stock reported by the Issuer as outstanding as
of September 30, 2005, in the Issuer's Form 10-Q filed on November 14, 2005).
Each of Mr. Greenberg, Mr. Matthews, Starr International and CV Starr disclaims
beneficial ownership of the shares of Common Stock held by the other members of
such group.
Mr. Greenberg has the sole power to vote and direct the disposition of
3,109,351 shares of Common Stock, 52 shares of which are held directly by Mr.
Greenberg and 3,109,299 shares of 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 shared power to vote and direct the disposition of
90,794,699 shares of Common Stock, 43,350,826 shares of which are held as a
tenant in common with Mr. Greenberg's wife, 106,627 shares of which are held in
family trusts of which Mr. Greenberg is a trustee, and 47,337,246 shares of
which are held by CV Starr (18,644,278 shares of which are held by the Starr
Trust, for which CV Starr is a beneficiary and Mr. Greenberg is a trustee). Mr.
Greenberg owns 12.8% of the voting common stock of CV Starr, and has
irrevocable proxies until January 17, 2006, to vote in the aggregate, together
with his direct ownership, 32.3% of the voting common stock of CV Starr. Based
on Mr. Greenberg's voting power in CV Starr, and the other facts and
circumstances described in Items 2, 5 and 6 of this Schedule 13D, Mr. Greenberg
may be deemed to beneficially own the shares of Common Stock held by CV Starr
and the Starr Trust. Mr. Greenberg disclaims beneficial ownership of the shares
of Common Stock held by CV Starr, the Starr Trust and the trusts described
above.
Mr. Matthews has the sole power to vote and direct the disposition of
1,991,635 shares of Common Stock, 1,569,135 of which are held directly by Mr.
Matthews and 422,500 shares of 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. Mr. Matthews has shared power to vote and direct the disposition of
18,667,178 shares of Common Stock, 22,900 shares of which are held by Mr.
Matthew's wife and 18,644,278 shares of which are held by the Starr Trust, for
which CV Starr is a beneficiary and Mr. Matthews is a trustee. Based on the
facts and circumstances described in Items 2, 5 and 6 of this Schedule 13D, Mr.
Matthews may be deemed to beneficially own the shares of Common Stock held by
the Starr Trust. Mr. Matthews disclaims beneficial ownership of the shares of
Common Stock held by the Starr Trust and by his wife.
Starr International has the sole power to vote and direct the
disposition of 310,905,397 shares of Common Stock held by Starr International.
CV Starr has the shared power to vote and direct the disposition of
47,337,246 shares of Common Stock held by CV Starr (18,644,278 shares of which
are held by the Starr Trust, of which CV Starr is a beneficiary).
Executive officers and directors of Starr International beneficially
owned shares of Common Stock and had rights to acquire shares of Common Stock
exercisable within 60 days as follows:
Owned Shares(1) %(2) Right to Acquire Shares(1) %(2)
--------------- -------------------------- ----
Maurice R. Greenberg (See above) (See above)
Edward E. Matthews (See above) (See above)
Lawrence Michael Murphy 50,000 (3) 0 0.0
Houghton Freeman 2,660,000 0.1 0 0.0
Howard I. Smith 70,000 (3) 0 0.0
John J. Roberts 3,600,000 0.1 0 0.0
Ernest Stempel 23,110,000 0.9 0 0.0
Cesar Zalamea (4) (3) 0 0.0
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 0.1%.
(4) Less than 10,000 shares.
Executive officers and directors of CV Starr beneficially owned shares
of Common Stock and had rights to acquire shares of Common Stock exercisable
within 60 days as follows:
Owned Shares(1) %(2) Right to Acquire Shares(1) %(2)
--------------- -------------------------- ----
Maurice R. Greenberg (See above) (See above)
Howard I. Smith (See above) (See above)
Edward E. Matthews (See above) (See above)
J. Christopher Flowers 0 0.0 0 0.0
Houghton Freeman (See above) (See above)
Thomas Kempner (3) (4) 0 0.0
John J. Roberts (See above) (See above)
Cesar Zalamea (See above) (See above)
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 10,000 shares.
(4) Less than 0.1%.
(c) On November 15, 2005, CV Starr entered into a variable pre-paid
forward sale contract (the "CSFB Contract") for up to 4,423,116 shares (the
"CSFB Maximum Number") of Common Stock pursuant to a letter agreement by and
among CV Starr, Credit Suisse First Boston LLC and Credit Suisse First Boston
Capital LLC ("CSFB"). The final terms of the CSFB Contract, including the CSFB
Maximum Number of shares deliverable by CV Starr upon settlement, were
determined in a block transaction between CV Starr and CSFB (or its affiliate),
acting as a block positioner, in accordance with the Securities and Exchange
Commission's interpretative letter to Goldman, Sachs & Co., dated December 20,
1999 (the "No Action Letter"). CV Starr has received aggregate proceeds of
$240,000,043 under the CSFB Contract.
The CSFB Contract provides that for each of the 10 Scheduled Trading
Days (as defined in the CSFB Contract) prior to and including November 20, 2008
(the "CSFB Settlement Dates"), CV Starr will deliver a number of shares of
Common Stock to CSFB (or, at the election of CV Starr, the cash equivalent of
such shares) determined with respect to each CSFB Settlement Date as follows:
(a) if the VWAP Price (as defined in the CSFB Contract) per share of the Common
Stock (the "CSFB Settlement Price") is less than or equal to $65.85 (the "CSFB
Forward Floor Price"), a delivery of 1/10 of the CSFB Maximum Number of shares
of Common Stock, subject to rounding; (b) if the CSFB Settlement Price is
greater than the CSFB Forward Floor Price but less than or equal to $85.61 per
share (the "CSFB Forward Cap Price"), a delivery of shares equal to the CSFB
Forward Floor Price/CSFB Settlement Price x 1/10 of the CSFB Maximum Number of
shares of Common Stock, subject to rounding; and (c) if the CSFB Settlement
Price is greater than the CSFB Forward Cap Price, a delivery of shares equal to
((CSFB Forward Floor Price + (CSFB Settlement Price - CSFB Forward Cap Price))
/ CSFB Settlement Price) x 1/10 of the CSFB Maximum Number of shares of Common
Stock, subject to rounding.
On November 21, 2005, CV Starr entered into a variable pre-paid
forward sale contract (the "Confirmation") for up to 2,917,916 shares (the
"Citi Maximum Number") of Common Stock pursuant to the Master Terms and
Conditions for Pre-Paid Forward Contracts, dated as of November 15, 2005
(together with the Confirmation, the "Citi Contract"), by and between CV Starr
and Citibank, N.A. ("Citibank"). The final terms of the Citi Contract,
including the Citi Maximum Number of shares that will be deliverable by CV
Starr upon settlement, were determined in unsolicited brokerage transactions by
Citibank (or its affiliate) over a specified execution period beginning on
November 18, 2005, in accordance with the No Action Letter. CV Starr has
received aggregate proceeds of $160,000,000 under the Citi Contract.
The Citi Contract provides that for each of the 10 Scheduled Trading
Days (as defined in the Citi Contract) prior to and including December 10, 2008
(the "Citi Settlement Dates"), CV Starr will deliver a number of shares of
Common Stock to Citibank (or, at the election of CV Starr, the cash equivalent
of such shares) determined with respect to each Citi Settlement Date as
follows: (a) if the Relevant Price (as defined in the Citi Contract) per share
of the Common Stock (the "Citi Settlement Price") is less than or equal to
$66.8540 (the "Citi Forward Floor Price"), a delivery of 1/10 of the Citi
Maximum Number of shares of Common Stock, subject to rounding; (b) if the Citi
Settlement Price is greater than the Citi Forward Floor Price but less than or
equal to $86.9102 per share (the "Citi Forward Cap Price"), a delivery of
shares equal to the Citi Forward Floor Price/Citi Settlement Price x 1/10 of
the Citi Maximum Number of shares of Common Stock, subject to rounding; and (c)
if the Citi Settlement Price is greater than the Citi Forward Cap Price, a
delivery of shares equal to ((Citi Forward Floor Price + (Citi Settlement Price
- Citi Forward Cap Price)) / Citi Settlement Price) x 1/10 of the Citi Maximum
Number of shares of Common Stock, subject to rounding.
The descriptions of the CSFB Contract and the Citi Contract are
qualified in their entirety by the text of such contracts, copies of which are
attached as exhibits hereto.
To the knowledge of each of the Reporting Persons, there were no other
transactions in the Common Stock that were effected during the past sixty days
by the Reporting Persons.
(d) and (e): Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Items 2 and 5 disclose (i) certain relationships between the Reporting
Persons, (ii) the CSFB Contract and (iii) the Citi Contract, which disclosures
are hereby incorporated by reference into this Item 6. There are no contracts,
arrangements or understandings among the Reporting Persons, other than as
described in this Item 6 and in Item 7 below, with respect to the shares of
Common Stock reported on this Schedule 13D.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement, dated as of November 23, 2005, by and
among Mr. Greenberg, Mr. Matthews, Starr International and CV
Starr.
Exhibit B: Letter Agreement and Transaction Supplement, each dated as
of November 15, 2005, by and among CV Starr, Credit Suisse
First Boston LLC and Credit Suisse First Boston Capital LLC.
Exhibit C: Master Terms and Conditions for Pre-Paid Forward Contracts
and Pre-Paid Forward Contract Confirmation, dated as of
November 15, 2005 and November 21, 2005, respectively, by and
between CV Starr and Citibank, N.A.
There are no other written agreements, contracts, arrangements,
understandings, plans or proposals within the category of those described in
Item 7 of the General Instructions to Schedule 13D under the Act.
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.
Date: November 23, 2005
Signature: /s/ Maurice R. Greenberg
Name: Maurice R. Greenberg
STARR INTERNATIONAL CO., INC.
Signature: /s/ Howard I. Smith
By: Howard I. Smith
Title: Director
C. V. STARR & CO., INC.
Signature: /s/ Howard I. Smith
By: Howard I. Smith
Title: Vice Chairman-Finance and Secretary
Signature: /s/ Edward E. Matthews
Name: Edward E. Matthews