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.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------------------------------------------
(Title of Class of Securities)
026874-107
-------------------------------------------------------------------------------
(CUSIP Number)
Howard I. Smith
Vice Chairman-Finance and Secretary
C. V. Starr & Co., Inc. 399 Park Avenue, 17th Floor
New York, New York 10022
(212) 230-5050
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 21, 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), 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 Universal
Foundation, Inc., an initial Schedule 13D on behalf of The Maurice R. and
Corinne P. Greenberg Family Foundation, Inc., Amendment No. 2 to the Schedule
13D on behalf of Maurice R. Greenberg dated November 23, 2005 (the "Maurice R.
Greenberg 13D"), Amendment No. 2 to the Schedule 13D on behalf of Edward E.
Matthews dated November 23, 2005 (the "Edward E. Matthews 13D"), Amendment No.
4 to the Schedule 13D of Starr International Company, Inc., dated October 2,
1978 (the "Starr International 13D"), and Amendment No. 4 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 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).
CUSIP No. 026874-107
--------------------------------------------------------------------------------
1. Name of Reporting Person. Maurice R. Greenberg
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(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
--------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially 2,902,938
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 90,968,321
--------------------------------------------------------------------------------
9. Sole Dispositive Power
2,902,938
--------------------------------------------------------------------------------
10. Shared Dispositive Power
90,968,321
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
93,871,259
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
3.6%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
CUSIP No. 026874-107
--------------------------------------------------------------------------------
1. Name of Reporting Person. Edward E. Matthews
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(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
--------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially 1,991,635
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 18,667,178
--------------------------------------------------------------------------------
9. Sole Dispositive Power
1,991,635
--------------------------------------------------------------------------------
10. Shared Dispositive Power
18,667,178
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,658,813
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0.8%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
CUSIP No. 026874-107
--------------------------------------------------------------------------------
1. Name of Reporting Person. Starr International Company, Inc.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(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
--------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially 309,805,397
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 3,193,899
------------------------------------------------------------------
9. Sole Dispositive Power
309,805,397
--------------------------------------------------------------------------------
10. Shared Dispositive Power
3,193,899
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
312,999,296
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
11.9%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
--------------------------------------------------------------------------------
1. Name of Reporting Person.
C. V. Starr & Co., Inc.
I.R.S. Identification No. of above person.
13-5621350
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(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
--------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 47,337,246
--------------------------------------------------------------------------------
9. Sole Dispositive Power
0
--------------------------------------------------------------------------------
10. Shared Dispositive Power
47,337,246
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
47,337,246
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
1.8%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
CUSIP No. 026874-107
--------------------------------------------------------------------------------
1. Name of Reporting Person. Universal Foundation, Inc.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WK
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Panama
--------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by -----------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 3,193,899
--------------------------------------------------------------------------------
9. Sole Dispositive Power
0
--------------------------------------------------------------------------------
10. Shared Dispositive Power
3,193,899
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,193,899
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
CUSIP No. 026874-107
--------------------------------------------------------------------------------
1. Name of Reporting 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) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WK
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by -----------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 401,593
--------------------------------------------------------------------------------
9. Sole Dispositive Power
0
--------------------------------------------------------------------------------
10. Shared Dispositive Power
401,593
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
401,593
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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"), and The Maurice R. and Corinne
P. Greenberg Foundation, Inc., a New York not-for-profit corporation (the
"Greenberg Foundation", and together with Mr. Greenberg, Mr. Matthews, Starr
International, CV Starr and Universal 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 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 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 and 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, 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 Chief (See above)
(See above) 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)
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)
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.
Universal Foundation is a for-profit Panamanian investment holding
company whose principal asset is the Common Stock. 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. Its principal
office is Mercury House, 101 Front Street, Hamilton HM 12, Bermuda.
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 Foundation
Mercury House
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 Managing Director,
Argosy Partners Argosy Partners
8th Floor, Pacific Star Building
Makati City, Philippines
Jennifer Barclay Secretary Secretary of Universal Foundation
Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Margaret Barnes Treasurer Treasurer of Universal Foundation
Fitzwilliam Hall
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 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, 17th Floor Greenberg Foundation
New York, New York 10022
Jeffrey W. Greenberg Vice President and Director Vice President and Director,
399 Park Avenue, 17th Floor Greenberg Foundation
New York, New York 10022
Evan G. Greenberg Vice President and Director President and Chief Executive Officer,
399 Park Avenue, 17th Floor ACE Limited
New York, New York 10022
Lawrence S. Greenberg Vice President and Director Vice President and Director,
399 Park Avenue, 17th Floor Greenberg Foundation
New York, New York 10022
Shake Nahapetian Treasurer Administrative Assistant,
399 Park Avenue, 17th Floor CV Starr
New York, New York 10022
Each of the above officers and directors of the Greenberg Foundation
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 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, 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, (iii)
enter into privately negotiated derivative transactions 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.
On January 9, 2006, CV Starr consummated the tender offer (the
"Offer") commenced on December 1, 2005 after a complete tender by all eligible
stockholders. The Offer was open to any person who was, as of December 1, 2005,
not a director, officer, employee or otherwise employed by, or in a consulting
relationship with, CV Starr or any subsidiary of CV Starr as determined by CV
Starr, and was an owner as reflected on the books and records of CV Starr of
shares of Common Stock, no par value per share ("CV Starr Common Stock"), of CV
Starr, Class B Common Stock, no par value per share ("CV Starr Class B Common
Stock"), of CV Starr, or Preferred Stock, no par value per share, including
Special Preferred Stock, but excluding Series X-1 Preferred Stock ("CV Starr
Preferred Stock"), of CV Starr, to pay to such persons in cash the product of
(i) 142% times $300.00 (which is equal to $426.00) for each share of CV Starr
Common Stock and CV Starr Class B Common Stock validly tendered and not validly
withdrawn and (ii) 142% times the liquidation value of the applicable class and
series of CV Starr Preferred Stock as of December 1, 2005 validly tendered and
not validly withdrawn, upon the terms and subject to the conditions set forth
in the offer to purchase and the accompanying letter of transmittal, which
together constituted the Offer.
The final results of the Offer show that a total of 11,000 shares of
voting common stock, representing approximately 34.8% of the outstanding shares
of such stock, were validly tendered in the initial offering period, and 5,125
shares of voting common stock, representing approximately 16.2% of the
outstanding shares of such stock, were validly tendered in the subsequent
offering period. In addition, a total of 4,500 shares of non-voting common
stock, representing approximately 78.3% of such stock, were validly tendered in
the initial offering period, and 1,000 shares of non-voting common stock,
representing 17.4% of such stock, were validly tendered during the subsequent
offering period. The percentages in the above two sentences are calculated
based on the number of outstanding shares of CV Starr common stock as of the
close of business on December 29, 2005 and do not reflect any transactions in
CV Starr common stock subsequent to such date. Persons tendering shares in the
Offer were required to tender all of their shares of CV Starr common stock and
preferred stock. CV Starr has accepted for purchase and payment all of the
shares that were validly tendered during the Offer. Mssrs. Greenberg and
Matthews were not eligible to participate in the Offer, and thus their equity
interests in CV Starr increased as a result of the Offer.
The agreement previously disclosed whereby Mr. Matthews would purchase
up to 500 shares of CV Starr Common Stock at a price of $300.00 per share from
Howard I. Smith, Vice Chairman - Finance and Secretary and a Director of CV
Starr was not consummated. On January 4, 2006, CV Starr redeemed 540 shares of
its voting common stock from Mr. Smith for $300.00 per share.
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 408,885,090 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, CV Starr, Universal
Foundation and the Greenberg Foundation 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
2,902,938 shares of Common Stock, 52 shares of which are held directly by Mr.
Greenberg and 2,902,886 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
90,968,321 shares of Common Stock, 43,121,566 shares of which are held as a
tenant in common with Mr. Greenberg's wife, 107,916 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) and
401,593 shares of which are held by the Greenberg Foundation, of which Mr.
Greenberg, his wife and family members are directors. Mr. Greenberg owns 27.2%
of the voting common stock of CV Starr directly and holds no irrevocable
proxies to vote shares of CV Starr common stock. Based on Mr. Greenberg's
voting power in CV Starr, his position as a trustee of the Greenberg Foundation
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 and the Greenberg Foundation.
Mr. Greenberg disclaims beneficial ownership of the shares of Common Stock held
by CV Starr, the Starr Trust, Universal Foundation, the Greenberg Foundation
and the family 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, 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 and by his wife.
Starr International has the sole power to vote and direct the
disposition of 309,805,397 shares of Common Stock held by Starr International
and the shared power to direct the disposition of 3,193,899 shares of Common
Stock held by Universal Foundation.
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).
Universal Foundation has the sole power to vote 3,193,899 shares of
Common Stock, 3,193,899 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 3,193,899 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 401,593 shares of Common Stock, 401,593 shares of which are held
directly by the Greenberg Foundation.
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 70,000 (3) 0 0.0
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%. (3) Less than 0.1%.
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)
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.
Executive officers and directors of Universal Foundation 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)
--------------- ---- -------------------------- ----
Stuart Osborne 0 0.0 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 0 0.0 0 0.0
Margaret Barnes 0 0.0 0 0.0
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%. (3) Less than 0.1%.
Executive officers and directors of the Greenberg Foundation 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)
Corinne P. Greenberg 43,488,099 1.7 0 0.0
Jeffrey W. Greenberg (4) (3) 0 0.0
Evan G. Greenberg 0 0.0 0 0.0
Lawrence S. Greenberg (4) (3) 0 0.0
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%.
(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
Exhibits B and C hereto, respectively.
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
Universal Foundation has granted approximately 127,698 options to
purchase shares of Common Stock to various individuals.
Items 2, 4 and 5 disclose (i) certain relationships between the
Reporting Persons, (ii) the Offer, (iii) the CSFB Contract and (iv) 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.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement, dated as of February 21, 2006,
by and among Mr. Greenberg, Mr. Matthews, Universal
Foundation, Greenberg Foundation, 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. (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 CV Starr 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 and
Universal Foundation.
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: February 21, 2006
Signature: /s/ Maurice R. Greenberg
Name: Maurice R. Greenberg
STARR INTERNATIONAL COMPANY, INC.
Signature: /s/ Edward E. Matthews
By: Edward E. Matthews
Title: Managing Director
C. V. STARR & CO., INC.
Signature: /s/ Edward E. Matthews
By: Edward E. Matthews
Title: President
Signature: /s/ Edward E. Matthews
Name: Edward E. Matthews
UNIVERSAL FOUNDATION, INC.
Signature: /s/ Stuart Osborne
By: Stuart Osborne
Title: President
THE MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION, INC.
Signature: /s/ Maurice R. Greenberg
By: Maurice R. Greenberg
Title: Chairman