|
OMB
APPROVAL
|
|
OMB
Number:
|
|
Expires:February
28, 2009
|
|
Estimated
average burden
|
|
hours
per response 14.5
|
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. Greenberg
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,487,500
|
|||
|
8
|
SHARED
VOTING POWER
65,650,169
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
2,487,500
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
65,650,169
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,137,669
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.53%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Edward
E. Matthews
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x (b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
PF
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
281,875
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
281,875
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,862,725
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Starr
International Company, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
207,914,691
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
207,914,691
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,026,810
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.81%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
C.
V. Starr & Co., Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER
OF SHARES BENFICALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
26,429,714
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
26,429,714
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,429,714
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.98%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Universal
Foundation, Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
2,112,119
|
|||
|
8
|
SHARED
VOTING POWER
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,112,119
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
The
Maurice R. and Corinne P. Greenberg Family Foundation,
Inc.
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
989,308
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
989,308
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,308
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. and Corinne P. Greenberg Joint Tenancy Company, LLC
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
25,269,689
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
25,269,689
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,269,689
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.94%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
CUSIP
No. 026874-107
|
|||||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
C.
V. Starr & Co., Inc. Trust
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)x
(b)o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
8,580,850
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,580,850
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,580,850
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)o
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
||||
|
Item
4.
|
Purpose
of Transaction
|
|
Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
Mr.
Greenberg, one of the Reporting Persons, has sent a letter to the Board of
Directors of the Issuer regarding the terms of the funding provided to the
Issuer by the Federal Government. The letter outlines a
proposal for certain changes to such funding that would protect the
interests of both the American taxpayer and the numerous AIG employees,
stockholders and others that will be impacted by the consequences of the
Federal funding in its current form. A copy of the letter is
attached as Exhibit 2 to this Schedule 13D/A. As previously
reported, in connection with the foregoing and other potential actions
they may take, the Reporting Persons may engage in discussions or
cooperate with management, the board of directors, other shareholders of
the Issuer and/or relevant third parties. The foregoing actions
could have the purpose or effect of directly or indirectly changing or
influencing control of the Issuer or otherwise relate to or result in any
of the actions set forth in response to paragraphs (a) – (j) of Item 4 of
Schedule 13D.
As
previously reported, the Reporting Persons reserve their right to change
their plans and intentions in regards to any of the actions discussed in
this Item 4 and any actions taken by the Reporting Persons may be effected
at any time or from time to time, subject to any applicable limitations
imposed on the actions by the Securities Act of 1933, as amended, state
insurance regulatory laws or other applicable laws. There can
be no assurance, however, that any Reporting Person will take any of the
actions described above. Except as otherwise described in this
Item 4 and Items 5 and 6, no Reporting Person has formulated any plans or
proposals that relate to or would result in any of the events or
transactions described in paragraphs (a) – (j) of Item 4 of Schedule
13D.
|
|
|
Item
5.
|
Interest
in Securities of the Issuer
|
|
Item
5 is amended and supplemented to add the following information for
updating as of the date hereof:
|
|
|
The
trading dates, number of shares of Common Stock purchased or sold and the
average price per share for all transactions by the Reporting Persons in
the Common Stock within the last 60 days, which were all through brokers’
transactions, are set forth below:
|
|
Name of Reporting Person
|
Date
|
Number of Shares
Purchased/(Sold)
|
Average Pricer per Share
|
||
|
Maurice
R. Greenberg
|
09/30/08
|
(44,277)
|
$3.3000
|
||
|
Starr
International had also made distributions of 2,344 shares of Common Stock
on October 7, 2008 pursuant to the Starr International Company,
Inc. Deferred Compensation Profit Participation Plan.
As
of the date of the filing of this statement, the Reporting Persons may be
deemed to beneficially own in the aggregate 278,446,354 shares of Common
Stock, representing approximately 10.36% of the Issuer’s outstanding
Common Stock (based on 2,688,833,724 shares of Common Stock reported by
the Issuer as outstanding as of July 31, 2008, in the Issuer’s Form
10-Q filed on August 6, 2008).
Mr.
Greenberg has the sole power to vote and direct the disposition of
2,487,500 shares of Common Stock, which may be acquired pursuant to
incentive stock options previously granted by the Issuer to Mr. Greenberg
as an officer and director of the Issuer that are exercisable within 60
days of the date hereof. Mr. Greenberg has the shared power to
vote and direct the disposition of 65,650,169 shares of Common Stock,
12,889,788 shares of which are held as tenant in common with Mr.
Greenberg’s wife, 71,670 shares of which are held in family trusts of
which Mr. Greenberg is a trustee, 17,848,864 shares of which are held by
CV Starr, 8,580,850 shares of which are held by the CV Starr Trust, for
which CV Starr is a beneficiary and Mr. Greenberg is a trustee, 989,308
shares of which are held by the Greenberg Foundation, of which Mr.
Greenberg, his wife and family members are directors, and 25,269,689
shares of which are held by the Greenberg Joint Tenancy Company, of which
the Greenberg Joint Tenancy Corporation is the managing
member. Mr. Greenberg owns 24.08% of the common stock of CV
Starr directly. Based on Mr. Greenberg’s voting power in CV
Starr, his position as a trustee of the CV Starr Trust, his position as
director and Chairman of the Board of the Greenberg Foundation, his
position as director and Chairman of the Board of the Greenberg Joint
Tenancy Corporation, the managing member of the Greenberg Joint Tenancy
Company, and the other facts and circumstances described in Items 2, 4, 5
and 6 of this Schedule 13D, Mr. Greenberg may be deemed to beneficially
own the shares of Common Stock held by CV Starr, the CV Starr Trust, the
Greenberg Foundation and the Greenberg Joint Tenancy
Company. Mr. Greenberg disclaims beneficial ownership of the
shares of Common Stock held by CV Starr, the CV Starr Trust, the Greenberg
Foundation, and the family trusts described above.
Starr
International has the sole power to vote and direct the disposition of
207,914,691 shares of Common Stock, of which 15,700,000 shares are held by
Starr International Investments, Ltd., a wholly owned subsidiary of
Starr International, and 192,214,691 shares are held directly by Starr
International, and the shared power to direct the disposition of 2,112,119
shares of Common Stock held by Universal Foundation.
|
|
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
Exhibit
1
|
Joint
Filing Agreement, dated October 13, 2008, by and among Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, Universal Foundation, Greenberg
Foundation, Greenberg Joint Tenancy Company, and CV Starr
Trust.
|
|
Exhibit
2
|
Letter,
dated October 13, 2008, from Mr. Greenberg to Mr. Edward Liddy, Chairman
& Chief Executive Officer of the
Company.
|
|
MAURICE
R. GREENBERG
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
EDWARD
E. MATTHEWS
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
STARR
INTERNATIONAL COMPANY, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
UNIVERSAL
FOUNDATION, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
THE
MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION,
INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
MAURICE
R. AND CORINNE P. GREENBERG JOINT TENANCY COMPANY, LLC
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|
|
C.
V. STARR & CO., INC. TRUST
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/Mike
F. Huang
|
|
Name:
Mike F. Huang
|
|
|
Title:
Attorney-In-Fact
|
|