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)
November 13, 2006
(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. 1 to the Schedule 13D on behalf
of Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC, dated May 26,
2006 (the "Greenberg Joint Tenancy Company 13D"), Amendment No. 3 to the
Schedule 13D on behalf of Universal Foundation, Inc., dated February 21, 2006
(the "Universal Foundation 13D"), Amendment No. 3 to the Schedule 13D on behalf
of The Maurice R. and Corinne P. Greenberg Family Foundation, Inc., dated
February 21, 2006 (the "Greenberg Foundation 13D"), Amendment No. 5 to the
Schedule 13D on behalf of Maurice R. Greenberg, dated November 23, 2005 (the
"Maurice R. Greenberg 13D"), Amendment No. 5 to the Schedule 13D on behalf of
Edward E. Matthews, dated November 23, 2005 (the "Edward E. Matthews 13D"),
Amendment No. 7 to the Schedule 13D of Starr International Company, Inc., dated
October 2, 1978 (the "Starr International 13D"), and Amendment No. 7 to the
Schedule 13D for C. V. Starr & Co., Inc., dated October 2, 1978 (the "CV Starr
13D"). This Schedule 13D constitutes an amendment and restatement of the
Greenberg Joint Tenancy Company 13D, the Universal Foundation 13D, the Greenberg
Foundation 13D, the Maurice R. Greenberg 13D, the Edward E. Matthews 13D, 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, as amended (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).
1
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 2 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice R. Greenberg
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
2,902,886
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
68,950,312
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
2,902,886
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
68,950,312
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,645,916
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
2
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 3 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward E. Matthews
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
615,945
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
18,667,378
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
615,945
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
18,667,378
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,283,323
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
3
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 4 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starr International Company, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
291,436,280
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,202,603
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
291,436,280
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
2,202,603
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,638,883
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
4
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 5 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. V. Starr & Co., Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
31,349,476
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
31,349,476
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,349,476
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
5
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 6 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Universal Foundation, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,202,603
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
2,202,603
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,202,603
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
6
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 7 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice R. and Corinne P. Greenberg Family Foundation, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
371,507
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
371,507
WITH
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,507
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
7
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 026874-107 Page 8 of 25 Pages
---------------------- --------- ----------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR 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 (a) |X|
(See Instructions) (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
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
19,500,000
OWNED BY
------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
19,500,000
WITH
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,500,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
o.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
8
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, New York 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 Company,
Inc., a Panamanian corporation ("Starr International"), C. V. Starr & Co., Inc.,
a Delaware corporation ("CV Starr"), Universal Foundation, Inc., a Panamanian
corporation ("Universal Foundation"), The Maurice R. and Corinne P. Greenberg
Family Foundation, Inc., a New York not-for-profit corporation (the "Greenberg
Foundation"), and Maurice R. and Corinne P. Greenberg Joint Tenancy Company,
LLC, a Florida limited liability company (the "Greenberg Joint Tenancy Company",
and together with Mr. Greenberg, Mr. Matthews, Starr International, CV Starr,
Universal Foundation and the Greenberg Foundation, 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, New York 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 the 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, New York 10022. The principal occupation of Mr.
Matthews is serving as Managing Director and a 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 holding 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 office is Fitzwilliam Hall, Fitzwilliam Place, Dublin
2, Ireland and it also maintains an office at 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) and Director
Joseph C. H. Johnson President and President and Director,
101 First Street Director Starr International
Hamilton, Bermuda HM 12
Houghton Freeman Director President, Freeman
499 Taber Hill Road Foundation
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.
9
Name and Address Office Principal Occupation
---------------- ---------------- --------------------
P.O. Box 703
Easton, MD 21601
Ernest Stempel Director Senior Advisor and Honorary
70 Pine Street,
29th Floor Director, American
New York, NY 10270 International Group, Inc.
Cesar Zalamea Director President and Chief
Suite 1405-7 Executive Officer of Starr
Two Exchange Square International Company
8 Connaught Place (Asia), Limited
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, and Mr. Johnson, who is a citizen of the United Kingdom.
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, New York 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 (See above)
(See above) Chief Executive Officer
Howard I. Smith Vice Chairman-Finance and (See above)
(See above) Secretary and Director
Edward E. Matthews President and Director (See above)
(See above)
Houghton Freeman Director (See above)
(See above)
John J. Roberts Director (See above)
(See above)
Bertil P-H Lundqvist Director Executive Vice
399 Park Avenue, President and General
17th Floor, Counsel of CV Starr
New York, New York 10022
Lawrence S. Greenberg Director Private Equity
399 Park Avenue, Investor
17th Floor
New York, New York 10022
Each of the above officers and directors of CV Starr is a United States
citizen.
Universal Foundation is a for-profit Panamanian investment holding
company whose principal asset is the Common Stock held by it. Universal
Foundation's non-voting common stock is held by Starr International Charitable
Trust (Bermuda) and its voting common stock is held by S. G. Cubbon, Stuart
Osborne, Eligia G. Fernando, Cesar C. Zalamea and Aloysius B. Colayco. Universal
Foundation's principal office is Mercury House, 101 Front Street, Hamilton HM
12, Bermuda.
10
The following are the executive officers and directors of Universal
Foundation, their addresses and their principal occupations:
Name and Address Office Principal Occupation
---------------- ---------------- --------------------
Stuart Osborne President and Director President of Universal
Mercury House Foundation
101 Front Street
Hamilton HM 12, Bermuda
Eligia G. Fernando Director Retired
Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Cesar C. Zalamea Director (See above)
(See above)
Aloysius B. Colayco Director Director Managing Director,
Argosy Partners Argosy Partners
8th Floor,
Pacific Star Building
Makati City, Philippines
Jennifer Barclay Secretary Secretary of Universal
Mercury House Foundation
101 Front Street
Hamilton HM 12, Bermuda
Margaret Barnes Treasurer Treasurer of Universal
Fitzwilliam Hall Foundation
Fitzwilliam Place
Dublin 2, Ireland
Ms. Fernando, Mr. Zalamea and Mr. Colayco are citizens of the Republic
of the Philippines and Mr. Osborne, Ms. Barclay and Ms. Barnes are citizens of
the United Kingdom.
The Greenberg Foundation is a not-for-profit New York corporation which
makes charitable grants from time to time in accordance with its policies. The
Greenberg Foundation's principal asset is the Common Stock held by it. The
Greenberg Foundation's principal office is 399 Park Avenue, 17th Floor, New
York, New York 10022.
The following are the executive officers and directors of the Greenberg
Foundation, their addresses and their principal occupations:
Name and Address Office Principal Occupation
---------------- ---------------- --------------------
Maurice R. Greenberg Chairman and Director (See above)
(See above)
Corinne P. Greenberg President and Director President and Director,
399 Park Avenue, Greenberg Foundation
17th Floor
New York, New York 10022
Jeffrey W. Greenberg Vice President Vice President and
399 Park Avenue, and Director Director, Greenberg
17th Floor Foundation
New York, New York 10022
Evan G. Greenberg Vice President President and Chief
399 Park Avenue, and Director Executive Officer,
17th Floor ACE Limited
New York, New York 10022
11
Name and Address Office Principal Occupation
---------------- ---------------- --------------------
Lawrence S. Greenberg Vice President and (See above)
(See above) Director
Shake Nahapetian Treasurer Administrative Assistant,
399 Park Avenue, CV Starr
17th Floor
New York, New York 10022
Each of the above officers and directors of the Greenberg Foundation is
a United States citizen.
The Greenberg Joint Tenancy Company is a Florida limited liability
company whose sole member is the Maurice R. and Corinne P. Greenberg Joint
Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation"). The
Greenberg Joint Tenancy Corporation is a Florida corporation whose common stock
is held by Mr. Greenberg and Mrs. Greenberg as tenants by the entireties. The
principal asset of the Greenberg Joint Tenancy Company is the Common Stock held
by it. The shares of Common Stock held by the Greenberg Joint Tenancy Company
were previously held by Mr. and Mrs. Greenberg as tenants in common and were
transferred indirectly to the Greenberg Joint Tenancy Company as part of Mr. and
Mrs. Greenberg's estate and personal financial planning. The Greenberg Joint
Tenancy Company's principal office is 35 Ocean Reef Drive, Key Largo, Florida
33037.
The Greenberg Joint Tenancy Corporation is the sole and managing member
of the Greenberg Joint Tenancy Company and the following is the sole executive
officer and director of the Greenberg Joint Tenancy Corporation, his address and
his principal occupation:
Name and Address Office Principal Occupation
---------------- ---------------- --------------------
Maurice R. Greenberg Chairman, Director, Chief (See above)
(See above) Executive Officer,
President, Treasurer and
Secretary of Greenberg Joint
Tenancy Corporation
Mr. Greenberg is a United States citizen.
(d) and (e): During the last five years, none of Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, the Greenberg
Foundation, the Greenberg Joint Tenancy Company 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 or dispositions of
Common Stock by the Reporting Persons.
Item 4. Purpose of Transaction
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,
12
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 (i) purchase additional shares of Common Stock, (ii) 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), (iii) 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 (iv) 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.
During significant portions of calendar year 2006, Starr International
has engaged in open-market sales of shares of Common Stock. Although each of
such sales may in itself be immaterial, such sales may in the aggregate and over
time give rise to a material decrease in the percentage of Common Stock
beneficially owned by Starr International. Starr International may continue to
make such sales, in amounts that it may in its sole discretion determine, which
amounts, individually or in the aggregate, may be material, or it may elect to
discontinue or suspend such sales, without, in any case, limiting the rights
reserved in the immediately preceding paragraph or any other rights of Starr
International.
During significant portions of calendar year 2006, CV Starr has engaged
in open-market sales of shares of Common Stock. Although each of such sales may
in itself be immaterial, such sales may in the aggregate and over time give rise
to a material decrease in the percentage of Common Stock beneficially owned by
CV Starr. CV Starr may continue to make such sales, in amounts that it may in
its sole discretion determine, which amounts, individually or in the aggregate,
may be material, or it may elect to discontinue or suspend such sales, without,
in any case, limiting the rights reserved in the first paragraph of Item 4 of
this Schedule 13D or any other rights of CV Starr.
Except as otherwise described in this Item 4 and Items 5 and 6 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 Items 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 365,923,844 shares of Common Stock, representing approximately
14.1% of the outstanding shares of Common Stock (based on 2,599,721,215 shares
of Common Stock reported by the Issuer as outstanding as of October 31, 2006, in
the Issuer's Form 10-Q filed on November 9, 2006). Each of Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, the Greenberg
Foundation and the Greenberg Joint Tenancy Company disclaims beneficial
ownership of the shares of Common Stock held by the other members of such group;
provided, however, that Mr. Greenberg does not disclaim beneficial ownership of
the shares of Common Stock held by the Greenberg Joint Tenancy Company.
Mr. Greenberg has the sole power to vote and direct the disposition of
2,695,797 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 shared power to vote and direct the disposition of
68,950,119 shares of Common Stock, 17,619,506 shares of which are held as tenant
in common with Mr. Greenberg's wife, 109,630 shares of which are held in family
trusts of which Mr. Greenberg is a trustee, 31,349,476 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
13
beneficiary and Mr. Greenberg is a trustee), 371,507 shares of which are held by
the Greenberg Foundation, of which Mr. Greenberg, his wife and family members
are directors, and 19,500,000 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 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 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 Starr
Trust, Universal Foundation, the Greenberg Foundation, the family trusts
described above and the shares of Common Stock transferred to the MRG/CPG
Volaris Trust as described in Item 6.
Mr. Matthews has the sole power to vote and direct the disposition of
615,945 shares of Common Stock, 302,820 of which are held directly by Mr.
Matthews and 313,125 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 18,667,378
shares of Common Stock, 23,100 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, 4, 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, the shares of Common Stock held by his
wife and the shares of Common Stock transferred to the EEM Volaris Trust as
described in Item 6.
Starr International has the sole power to vote and direct the
disposition of 291,436,280 shares of Common Stock held by Starr International
and the shared power to direct the disposition of 2,202,603 shares of Common
Stock held by Universal Foundation.
CV Starr has the shared power to vote and direct the disposition of
31,349,476 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). CV Starr
disclaims beneficial ownership of the shares of Common Stock transferred to the
CV Starr Volaris Trust as described in Item 6.
Universal Foundation has the sole power to vote 2,202,603 shares of
Common Stock, 2,202,603 shares of which are held directly by Universal
Foundation. Pursuant to an Investment Management Agreement, Starr International
Advisors, Inc. ("Starr International Advisors"), a Delaware corporation and a
wholly owned subsidiary of Starr International, has the power to direct the
disposition of 2,202,603 shares of Common Stock held by Universal Foundation.
Mr. Matthews is President and Director of Starr International Advisors and Mr.
Greenberg is a Director of Starr International Advisors.
The Greenberg Foundation has the shared power to vote and direct the
disposition of 371,507 shares of Common Stock, 371,507 shares of which are held
directly by the Greenberg Foundation.
The Greenberg Joint Tenancy Company has the shared power to vote and
direct the disposition of 19,500,000 shares of Common Stock, 19,500,000 shares
of which are held directly by the Greenberg Joint Tenancy Company.
Executive officers and directors of Starr International beneficially
own shares of Common Stock and have rights to acquire shares of Common Stock
exercisable within 60 days as follows:
14
Right to Acquire
Owned Shares (1) (2) Shares (1) % (2)
---------------- ---- ---------- -----
Maurice R. Greenberg (See above) (See above)
Edward E. Matthews (See above) (See above)
Joseph C. H. Johnson 120,000 (3) 80,000 (3)
Houghton Freeman 2,720,000 0.1 0 0.0
Howard I. Smith 130,000 (3) 0 0.0
John J. Roberts 3,700,000 0.1 0 0.0
Ernest Stempel 21,090,000 0.8 0 0.0
Cesar Zalamea 170,000 (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 own shares of
Common Stock and have rights to acquire shares of Common Stock exercisable
within 60 days as follows:
Right to Acquire
Owned Shares (1) (2) Shares (1) % (2)
---------------- ---- ---------- -----
Maurice R. Greenberg (See above) (See above)
Howard I. Smith (See above) (See above)
Edward E. Matthews (See above) (See above)
Houghton Freeman (See above) (See above)
John J. Roberts (See above) (See above)
Bertil P-H Lundqvist 0 0.0 0 0.0
Lawrence S. Greenberg 0 0.0 0 0.0
----------
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%.
(3) Less than 10,000 shares.
Executive officers and directors of Universal Foundation beneficially
own shares of Common Stock and have rights to acquire shares of Common Stock
exercisable within 60 days as follows:
Right to Acquire
Owned Shares (1) (2) Shares (1) % (2)
---------------- ---- ---------- -----
Stuart Osborne (4) (3) 0 0.0
Eligia G. Fernando 40,000 (3) 0 0.0
Cesar C. Zalamea (See above) (See above)
Aloysius B. Colayco 0 0.0 0 0.0
Jennifer Barclay (4) (3) 0 0.0
Margaret Barnes (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.
15
Executive officers and directors of the Greenberg Foundation
beneficially own shares of Common Stock and have rights to acquire shares of
Common Stock exercisable within 60 days as follows:
Right to Acquire
Owned Shares (1) (2) Shares (1) % (2)
---------------- ---- ---------- -----
Maurice R. Greenberg (See above) (See above)
Corinne P. Greenberg 17,620,000 0.7 0 0.0
Jeffrey W. Greenberg 0 0.0 0 0.0
Evan G. Greenberg 0 0.0 0 0.0
Lawrence S. Greenberg (See above) (See above)
Shake Nahapetian 50,000 (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.
The sole executive officer and director of the Greenberg Joint Tenancy
Company beneficially own shares of Common Stock and have rights to acquire
shares of Common Stock exercisable within 60 days as follows:
Right to Acquire
Owned Shares (1) (2) Shares (1) % (2)
---------------- ---- ---------- -----
Maurice R. Greenberg (See above) (See above)
----------
(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
16
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
Exhibits B and C hereto, respectively.
Recently, CV Starr has sold shares of Common Stock as described below:
Date Number of Shares Sold Average Sale Price Per Share
--------------------- --------------------- ----------------------------
09/18/06 200,000 $65.5460
09/19/06 200,000 $65.4101
09/20/06 100,000 $65.5234
09/20/06 100,000 $65.4855
09/21/06 100,000 $65.5119
09/21/06 100,000 $65.5745
09/22/06 100,000 $65.2425
09/22/06 100,000 $65.0156
09/25/06 100,000 $65.4773
09/25/06 100,000 $65.8215
09/25/06 100,000 $66.2516
09/26/06 200,000 $66.5472
09/27/06 100,000 $66.0238
09/27/06 100,000 $66.5543
09/28/06 100,000 $66.0146
09/28/06 100,000 $66.2095
09/29/06 200,000 $66.2146
10/03/06 100,000 $66.5490
10/03/06 100,000 $66.6836
10/04/06 100,000 $66.7113
10/04/06 100,000 $66.8210
10/05/06 200,000 $67.1889
10/06/06 200,000 $66.9147
10/09/06 200,000 $66.7401
17
Date Number of Shares Sold Average Sale Price Per Share
--------------------- --------------------- ----------------------------
10/10/06 200,000 $66.8273
10/11/06 100,000 $66.7000
10/11/06 144,778 $66.6999
10/12/06 117,094 $67.2251
10/12/06 300,000 $67.2384
10/13/06 200,000 $67.2084
10/13/06 200,000 $67.1318
10/16/06 200,000 $67.2713
10/17/06 200,000 $66.9313
10/18/06 200,000 $67.1648
10/19/06 196,104 $66.5274
10/20/06 200,000 $66.2741
10/23/06 200,000 $66.5657
10/24/06 200,000 $66.6694
10/25/06 100,000 $66.7429
10/25/06 100,000 $66.7040
10/26/06 200,000 $67.4458
10/27/06 200,000 $67.4878
10/31/06 208,831 $67.4338
11/01/06 200,000 $67.0878
11/02/06 200,000 $66.5730
11/03/06 200,000 $66.6522
11/06/06 200,000 $67.2737
11/07/06 200,000 $67.7693
11/08/06 160,963 $68.1251
11/10/06 200,000 $69.7282
11/13/06 200,000 $70.6462
11/14/06 200,000 $70.9755
11/15/06 200,000 $71.2432
11/16/06 200,000 $72.0504
Recently, Starr Intal has sold shares of Common Stock as described below:
Date Number of Shares Sold Average Sale Price Per Share
--------------------- --------------------- ----------------------------
09/18/06 200,000 $65.5628
09/19/06 400,000 $65.4252
09/20/06 400,000 $65.5162
09/21/06 400,000 $65.3127
09/22/06 400,000 $65.1232
09/25/06 539,000 $65.8111
09/26/06 400,000 $66.4417
09/27/06 400,000 $66.2390
09/28/06 400,000 $66.1493
09/29/06 400,000 $66.1592
10/03/06 400,000 $66.7218
10/04/06 400,000 $66.9536
10/05/06 400,000 $67.1544
10/06/06 400,000 $66.9426
10/09/06 200,000 $66.6373
18
Date Number of Shares Sold Average Sale Price Per Share
--------------------- --------------------- ----------------------------
10/10/06 400,000 $66.7287
10/11/06 400,000 $66.8908
10/12/06 400,000 $67.3282
10/13/06 400,000 $67.1809
10/16/06 400,000 $67.2579
10/17/06 400,000 $66.9663
10/18/06 400,000 $67.0728
10/19/06 400,000 $66.4250
10/20/06 400,000 $66.3283
10/23/06 400,000 $66.7196
10/24/06 400,000 $66.6673
10/25/06 400,000 $66.6849
10/26/06 200,000 $67.4214
10/26/06 200,000 $67.3761
10/27/06 400,000 $67.6891
10/30/06 619,438 $67.3621
11/01/06 100,000 $66.7908
11/06/06 400,000 $67.4710
11/07/06 400,000 $67.9005
11/10/06 400,000 $69.7876
11/13/06 200,000 $70.8166
11/14/06 200,000 $71.1394
The Greenberg Foundation sold 10,000 shares of Common Stock on November
10, 2006 for an sales price of $69.7725 per share.
Mr. Matthews sold 84,375 shares of Common Stock received upon an
exercise of stock options on September 26, 2006 for an average sales price of
$66.4739 per share.
The Greenberg Joint Tenancy Company sold (i) 197,500 shares of Common
Stock on September 26, 2006 for an average sales price of $66.5469 per share and
(ii) 302,500 shares of Common Stock on October 3, 2006 for an average sales
price of $66.7394 per share.
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
On March 7, 2006, Mr. Matthews and CV Starr separately entered into
agreements to transfer shares of Common Stock to certain trusts, as further
described below. On March 9, 2006, Mr. Greenberg separately entered into an
agreement to transfer shares of Common Stock to a trust, as further described
below.
On March 7, 2006, Mr. Matthews entered into an agreement to transfer
1,237,315 shares of Common Stock (the "EEM Trust Shares") to the 2006 EEM
Volaris Trust (the "EEM Volaris Trust"). The EEM Volaris Trust was established
under the 2006 EEM Volaris Trust Agreement, dated March 9, 2006 (the "EEM Trust
Agreement"), between Mr. Matthews, as settlor and sole beneficiary, and Pitcairn
Trust Company (the "EEM Volaris Trustee").
19
Under the EEM Trust Agreement, Mr. Matthews agrees to transfer the EEM
Trust Shares to the EEM Volaris Trustee, which is an independent trustee that is
unaffiliated with the Issuer or Mr. Matthews. The EEM Volaris Trustee has sole
power to vote and dispose of the EEM Trust Shares. The EEM Trust Agreement
instructs the EEM Volaris Trustee to enter into an investment management
agreement (the "EEM Investment Management Agreement") with Credit Suisse
Securities (USA) LLC as investment manager for the trust whereby such investment
manager will engage in an option overlay and spreading strategy with respect to
the EEM Trust Shares that seeks to enhance returns and reduce volatility. The
EEM Volaris Trust is revocable upon written notice by Mr. Matthews to the EEM
Volaris Trustee. Upon the termination of the EEM Volaris Trust, the EEM Volaris
Trustee shall distribute the principal (and income, to the extent not previously
distributed) as then constituted to anyone previously designated by Mr. Matthews
in writing, or, in default of the exercise of such general power of appointment,
to Mr. Matthews if then living; or if incapacitated, to Mr. Matthews' duly
appointed guardian or fiduciary, or an agent under a power of attorney; or if
deceased, to the duly qualified legal representative of Mr. Matthews' estate,
including the executors and/or administrators of the estate.
On March 7, 2006, CV Starr entered into an agreement to transfer
5,000,000 shares of Common Stock (the "CV Starr Trust Shares") to the 2006 CV
Starr Volaris Trust (the "CV Starr Volaris Trust"). The CV Starr Volaris Trust
was established under the 2006 CV Starr Volaris Trust Agreement dated March 7,
2006 (the "CV Starr Trust Agreement"), between CV Starr, as settlor and sole
beneficiary, and Pitcairn Trust Company (the "CV Starr Volaris Trustee").
Under the CV Starr Trust Agreement, CV Starr agrees to transfer the CV
Starr Trust Shares to the CV Starr Volaris Trustee, which is an independent
trustee that is unaffiliated with the Issuer or CV Starr. The CV Starr Volaris
Trustee has sole power to vote and dispose of the CV Starr Trust Shares. The CV
Starr Trust Agreement instructs the CV Starr Volaris Trustee to enter into an
investment management agreement (the "CV Starr Investment Management Agreement")
with Credit Suisse Securities (USA) LLC as investment manager for the trust
whereby such investment manager will engage in an option overlay and spreading
strategy with respect to the CV Starr Trust Shares that seeks to enhance returns
and reduce volatility. The CV Starr Volaris Trust is revocable upon written
notice by CV Starr to the CV Starr Volaris Trustee. Upon the termination of the
CV Starr Volaris Trust, the CV Starr Volaris Trustee shall distribute the
principal (and income, to the extent not previously distributed) as then
constituted to anyone previously designated by CV Starr in writing, or, in
default of the exercise of such general power of appointment, to CV Starr or its
successors-in-interest.
On March 9, 2006, Mr. Greenberg and his spouse entered into an
agreement to transfer 5,000,000 jointly owned shares of Common Stock (the
"MRG/CPG Trust Shares") to the 2006 MRG/CPG Volaris Trust (the "MRG/CPG Volaris
Trust"). The MRG/CPG Volaris Trust was established under the 2006 MRG/CPG
Volaris Trust Agreement, dated March 9, 2006 (the "MRG/CPG Trust Agreement"),
between Mr. and Mrs. Greenberg, each as a settlor with respect to his or her
one-half of the trust assets and as sole beneficiary of such half, and Pitcairn
Trust Company (the "MRG/CPG Volaris Trustee").
Under the MRG/CPG Trust Agreement, Mr. and Mrs. Greenberg agree to
transfer the MRG/CPG Trust Shares to the MRG/CPG Volaris Trustee, which is an
independent trustee that is unaffiliated with the Issuer, Mr. Greenberg or Mrs.
Greenberg. The MRG/CPG Volaris Trustee has sole power to vote and dispose of the
MRG/CPG Trust Shares. The MRG/CPG Trust Agreement instructs the MRG/CPG Volaris
Trustee to enter into an investment management agreement (the "MRG/CPG
Investment Management Agreement") with Credit Suisse Securities (USA) LLC as
investment manager for the trust whereby such investment manager will engage in
an option overlay and spreading strategy with respect to the MRG/CPG Trust
Shares that seeks to enhance returns and reduce volatility. The MRG/CPG Volaris
Trust is revocable, with respect to Mr. and Mrs. Greenberg's portion of this
Trust, upon written notice to the MRG/CPG Volaris Trustee by either Mr. or Mrs.
Greenberg, or completely revocable upon joint written notice to the MRG/CPG
Volaris Trustee. Upon the termination of the MRG/CPG Volaris Trust, the MRG/CPG
Volaris Trustee shall distribute the principal (and income, to the extent not
previously distributed) allocable to Mr. or Mrs. Greenberg, as then constituted,
to anyone previously designated by such person, respectively, in writing, or in
default of the exercise of such general power of appointment, to Mr. and Mrs.
Greenberg in his or her proportionate share if both then living; or if either
person is incapacitated, to such person's duly
20
appointed guardian or fiduciary, or an agent under a power of attorney executed
by such incapacitated person; or if deceased, to the duly qualified legal
representative of such deceased person's estate, including the executors and/or
administrators of such person's estate.
The descriptions of the EEM Volaris Trust, the EEM Investment
Management Agreement, the CV Starr Volaris Trust, the CV Starr Investment
Management Agreement, the MRG/CPG Volaris Trust, and the MRG/CPG Investment
Management Agreement are qualified in their entirety by the text of such
documents, copies of which are attached as Exhibits E through J hereto,
respectively.
Universal Foundation has granted approximately 126,434 outstanding
options to purchase shares of Common Stock to various individuals.
On May 18, 2006, Mr. and Mrs. Greenberg contributed 500,000 shares of
Common Stock they owned as tenants in common to an exchange fund over which they
have no control in exchange for shares of the exchange fund. The Common Stock
was valued at $62.50 per share for purposes of determining the number of shares
of the exchange fund issuable.
On May 26, 2006, Mr. Greenberg and Mrs. Greenberg transferred
indirectly 20,000,000 shares of Common Stock they held as tenants in common to
the Greenberg Joint Tenancy Company.
Items 2, 4 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 in their
entirety. 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.
21
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement, dated as of May 26, 2006, by and
among Mr. Greenberg, Mr. Matthews, Starr International
Company, Inc., C. V. Starr & Co., Inc., Universal Foundation,
Inc., The Maurice R. and Corinne P. Greenberg Family
Foundation, Inc. and Maurice R. and Corinne P. Greenberg
Joint Tenancy Company, LLC. (Incorporated by reference to
Exhibit A to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on May 26,
2006.)
Exhibit B: Letter Agreement and Transaction Supplement, each dated
as of November 15, 2005, by and among CV Starr & Co., Inc.,
Credit Suisse First Boston LLC and Credit Suisse First Boston
Capital LLC. (Incorporated by reference to Exhibit B to the
Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on November 23, 2005.)
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 C. V. Starr & Co., Inc. and Citibank, N.A.
(Incorporated by reference to Exhibit C to the Schedule 13D
filed with the Securities and Exchange Commission in respect
of the Issuer on November 23, 2005.)
Exhibit D: Investment Management Agreement, dated as of January 13,
2006, by and between Starr International Advisors, Inc. and
Universal Foundation, Inc. (Incorporated by reference to
Exhibit D to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on February 21,
2006.)
Exhibit E: 2006 EEM Volaris Trust Agreement, dated as of March 7,
2006, by and between Edward E. Matthews and Pitcairn Trust
Company. (Incorporated by reference to Exhibit E to the
Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit F: Form of Volaris Volatility Management Discretionary
Investment Management Agreement, by and between Credit
Suisse Securities (USA) LLC and Pitcairn Trust Company as
the EEM Volaris Trustee. (Incorporated by reference to
Exhibit F to the Schedule 13D filed with the Securities
and Exchange Commission in respect of the Issuer on March
10, 2006.)
Exhibit G: 2006 CV Starr Volaris Trust Agreement, dated as of March 7,
2006, by and between C. V. Starr & Co., Inc. and Pitcairn
Trust Company. (Incorporated by reference to Exhibit G to the
Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit H: Form of Volaris Volatility Management Discretionary
Investment Management Agreement, by and between Credit
Suisse Securities (USA) LLC and Pitcairn Trust Company as
the CV Starr Volaris Trustee. (Incorporated by reference
to Exhibit H to the Schedule 13D filed with the Securities
and Exchange Commission in respect of the Issuer on March
10, 2006.)
Exhibit I: 2006 MRG/CPG Volaris Trust Agreement, dated as of March 9,
2006, by and among Maurice R. Greenberg, Corinne P. Greenberg
and Pitcairn Trust Company. (Incorporated by reference to
Exhibit I to the Schedule 13D filed with the Securities and
Exchange Commission in respect of the Issuer on March 10,
2006.)
Exhibit J: Form of Volaris Volatility Management Discretionary
Investment Management Agreement, by and between Credit
Suisse Securities (USA) LLC and Pitcairn Trust
22
Company as the MRG/CPG Volaris Trustee. (Incorporated by
reference to Exhibit J to the Schedule 13D filed with the
Securities and Exchange Commission in respect of the Issuer
on March 10, 2006.)
Exhibit K: Maurice R. Greenberg Power of Attorney, dated March 1,
2006. (Incorporated by reference to Exhibit K to the
Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit L: Edward E. Matthews Power of Attorney, dated as of
February 21, 2006. (Incorporated by reference to Exhibit 24.4
to the Form 4 filed with the Securities and Exchange
Commission in respect of the Issuer on March 9, 2006.)
Exhibit M: Starr International Company, Inc. Power of Attorney,
dated as of February 24, 2006. (Incorporated by reference
to Exhibit M to the Schedule 13D filed with the Securities
and Exchange Commission in respect of the Issuer on March
10, 2006.)
Exhibit N: C. V. Starr & Co., Inc. Power of Attorney, dated as of
February 24, 2006. (Incorporated by reference to Exhibit 24.4
to the Form 4 filed with the Securities and Exchange
Commission in respect of the Issuer on March 9, 2006.)
Exhibit O: Universal Foundation, Inc. Power of Attorney, dated as of
February 21, 2006. (Incorporated by reference to Exhibit O to
the Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on March 10, 2006.)
Exhibit P: The Maurice R. Greenberg and Corinne P. Greenberg Family
Foundation, Inc. Power of Attorney, dated as of February 21,
2006. (Incorporated by reference to Exhibit 24.3 to the Form
3 filed with the Securities and Exchange Commission in
respect of the Issuer on March 6, 2006.)
Exhibit Q: Maurice R. and Corinne P. Greenberg Joint Tenancy Company,
LLC Power of Attorney, dated as of May 25, 2006.
(Incorporated by reference to Exhibit Q to the Schedule 13D
filed with the Securities and Exchange Commission in respect
of the Issuer on May 25, 2006.)
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.
23
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: November 17, 2006 MAURICE R. GREENBERG
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
EDWARD E. MATTHEWS
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
STARR INTERNATIONAL COMPANY, INC.
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
C. V. STARR & CO., INC.
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
UNIVERSAL FOUNDATION, INC.
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
THE MAURICE R. AND CORINNE P. GREENBERG
FAMILY FOUNDATION, INC.
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
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