UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
American International Group, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
026874-107
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(CUSIP Number)
Howard I. Smith
Vice Chairman-Finance and Secretary
C. V. Starr & Co., Inc. 399 Park Avenue, 17th Floor
New York, New York 10022
(212) 230-5050
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* This Schedule 13D constitutes Amendment No. 1 to the Schedule 13D on behalf
of Maurice R. Greenberg dated November 23, 2005, Amendment No. 1 to the
Schedule 13D on behalf of Edward E. Matthews dated November 23, 2005, Amendment
No. 3 to the Schedule 13D of Starr International Company, Inc., dated October
2, 1978 (the "Starr International 13D"), and Amendment No. 3 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 all of the
foregoing Schedules 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
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1. Name of Reporting Person. Maurice R. Greenberg
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares 7. Sole Voting Power
Beneficially 3,109,351
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 90,794,699
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9. Sole Dispositive Power
3,109,351
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10. Shared Dispositive Power
90,794,699
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
93,904,050
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11) 3.6%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 026874-107
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1. Name of Reporting Person. Edward E. Matthews
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares 7. Sole Voting Power
Beneficially 1,991,635
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 18,667,178
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9. Sole Dispositive Power
1,991,635
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10. Shared Dispositive Power
18,667,178
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,658,813
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11) 0.8%
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14. Type of Reporting Person (See Instructions) IN
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CUSIP No. 026874-107
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1. Name of Reporting Person. Starr International Company, Inc.
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Panama
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Number of
Shares 7. Sole Voting Power
Beneficially 310,905,397
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 0
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9. Sole Dispositive Power
310,905,397
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
310,905,397
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11) 12.0%
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14. Type of Reporting Person (See Instructions) CO
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CUSIP No. 026874-107
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1. Name of Reporting Person. C. V. Starr & Co., Inc.
I.R.S. Identification No. of above person. 13-5621350
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2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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Number of
Shares 7. Sole Voting Power
Beneficially 0
Owned by ------------------------------------------------------------------
Each
Reporting 8. Shared Voting Power
Person With 47,337,246
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
47,337,246
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
47,337,246
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11) 1.8%
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14. Type of Reporting Person (See Instructions) CO
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Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, par value $2.50
per share (the "Common Stock"), of American International Group, Inc., a
Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer is 70 Pine Street, New York, 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"), and C. V.
Starr & Co., Inc., a Delaware corporation ("CV Starr", and together with Mr.
Greenberg, Mr. Matthews and Starr International, the "Reporting Persons", and
each, a "Reporting Person").
The principal business address and office for Mr. Greenberg is 399
Park Avenue, 17th Floor, New York, 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 Clifton House - Suite 59, Lower Fitzwilliam
Street, 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)
Thomas Kempner Director Chairman and Chief Executive
61 Broadway, Room 2450 Officer of Loeb Partners
New York, NY 10006 Corporation
John J. Roberts Director (See above)
(See above)
Cesar Zalamea Director (See above)
(See above)
Each of the above officers and directors of CV Starr is a United
States citizen except Mr. Zalamea, who is a citizen of the Republic of the
Philippines.
(d) and (e): During the last five years, none of Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, or the other individuals disclosed in
Item 2(a) above has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D is being filed because, under the facts and
circumstances described in Items 2, 5 and 6, the Reporting Persons may be
deemed to be a group within the meaning of Section 13(d)(3) of the Act. This
filing is not being made as a result of any particular acquisitions or
dispositions of Common Stock by the Reporting Persons.
Item 4. Purpose of Transaction
This Schedule 13D is being filed because, under the facts and
circumstances described in Items 2, 5 and 6, the Reporting Persons may be
deemed to be a group within the meaning of Section 13(d)(3) of the Act. This
filing is not being made as a result of any particular acquisitions or
dispositions of Common Stock by the Reporting Persons.
Each of the Reporting Persons holds the securities reported herein for
investment purposes and reserves the right, in light of its ongoing evaluation
of the Issuer's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions, the Reporting Person's and
Issuer's respective business objectives, and other relevant factors, at any
time and as it deems appropriate, to change its plans and intentions, to
increase or decrease its investment in the Issuer, or to engage in discussions
with the Issuer and third parties or facilitate discussions between the Issuer
and third parties exploring such actions. In particular, any one or more of the
Reporting Persons may (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 December 1, 2005, CV Starr commenced an offer (the "Offer") 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 constitute the Offer.
The initial offering period for the Offer is set to expire at 12:01 a.m., New
York City time, on December 30, 2005, which will be followed immediately by a
subsequent offering period. The subsequent offering period is set to expire at
11:59 p.m., New York City time, on January 17, 2006. Each offering period is
subject to extension by CV Starr in accordance with the terms of the Offer.
Mssrs. Greenberg and Matthews are not eligible to participate in the Offer, and
thus their equity interests in CV Starr may increase as a result of, and
depending on the outcome of, the Offer.
In addition, on or about November 30, 2005, Mr. Matthews entered
into an agreement to 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 with the exact number of shares to be
determined prior to the expiration date of the subsequent offering period. The
purchase and sale will occur during the subsequent offering period. The Board
of Directors of CV Starr has approved a waiver of CV Starr's right of first
refusal under CV Starr's Restated Certificate of Incorporation and Amended and
Restated Stockholders Agreement with respect to the sale of shares of CV Starr
Common Stock from Mr. Smith to Mr. Matthews.
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 406,823,982 shares of Common Stock, representing
approximately 15.7% of the outstanding shares of Common Stock (based on
2,595,607,825 shares of Common Stock reported by the Issuer as outstanding as
of September 30, 2005, in the Issuer's Form 10-Q filed on November 14, 2005).
Each of Mr. Greenberg, Mr. Matthews, Starr International and CV Starr disclaims
beneficial ownership of the shares of Common Stock held by the other members of
such group.
Mr. Greenberg has the sole power to vote and direct the disposition of
3,109,351 shares of Common Stock, 52 shares of which are held directly by Mr.
Greenberg and 3,109,299 shares of which may be acquired pursuant to incentive
stock options previously granted by the Issuer to Mr. Greenberg as an officer
and director of the Issuer that are exercisable within 60 days of the date
hereof. Mr. Greenberg has shared power to vote and direct the disposition of
90,794,699 shares of Common Stock, 43,350,826 shares of which are held as a
tenant in common with Mr. Greenberg's wife, 106,627 shares of which are held in
family trusts of which Mr. Greenberg is a trustee, and 47,337,246 shares of
which are held by CV Starr (18,644,278 shares of which are held by the Starr
Trust, for which CV Starr is a beneficiary and Mr. Greenberg is a trustee). Mr.
Greenberg owns 12.8% of the voting common stock of CV Starr, and has
irrevocable proxies that expire at 11:59 p.m., Eastern Time, on January 17,
2006, to vote in the aggregate, together with his direct ownership, 32.3% of
the voting common stock of CV Starr. Based on Mr. Greenberg's voting power in
CV Starr, and the other facts and circumstances described in Items 2, 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 and the Starr Trust. Mr. Greenberg
disclaims beneficial ownership of the shares of Common Stock held by CV Starr,
the Starr Trust and the trusts described above.
Mr. Matthews has the sole power to vote and direct the disposition of
1,991,635 shares of Common Stock, 1,569,135 of which are held directly by Mr.
Matthews and 422,500 shares of which may be acquired pursuant to incentive
stock options previously granted by the Issuer to Mr. Matthews as an officer
and director of the Issuer that are exercisable within 60 days of the date
hereof. Mr. Matthews has shared power to vote and direct the disposition of
18,667,178 shares of Common Stock, 22,900 shares of which are held by Mr.
Matthew's wife and 18,644,278 shares of which are held by the Starr Trust, for
which CV Starr is a beneficiary and Mr. Matthews is a trustee. Based on the
facts and circumstances described in Items 2, 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 310,905,397 shares of Common Stock held by Starr International.
CV Starr has the shared power to vote and direct the disposition of
47,337,246 shares of Common Stock held by CV Starr (18,644,278 shares of which
are held by the Starr Trust, of which CV Starr is a beneficiary).
Executive officers and directors of Starr International beneficially
owned shares of Common Stock and had rights to acquire shares of Common Stock
exercisable within 60 days as follows:
Owned Shares(1) %(2) Right to Acquire Shares(1) %(2)
--------------- -------------------------- ----
Maurice R. Greenberg (See above) (See above)
Edward E. Matthews (See above) (See above)
Lawrence Michael Murphy 50,000 (3) 0 0.0
Houghton Freeman 2,660,000 0.1 0 0.0
Howard I. Smith 70,000 (3) 0 0.0
John J. Roberts 3,600,000 0.1 0 0.0
Ernest Stempel 23,110,000 0.9 0 0.0
Cesar Zalamea (4) (3) 0 0.0
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%. (3) Less than 0.1%. (4) Less than 10,000 shares.
Executive officers and directors of CV Starr beneficially owned shares
of Common Stock and had rights to acquire shares of Common Stock exercisable
within 60 days as follows:
Owned Shares(1) %(2) Right to Acquire Shares(1) %(2)
--------------- -------------------------- ----
Maurice R. Greenberg (See above) (See above)
Howard I. Smith (See above) (See above)
Edward E. Matthews (See above) (See above)
J. Christopher Flowers 0 0.0 0 0.0
Houghton Freeman (See above) (See above)
Thomas Kempner (3) (4) 0 0.0
John J. Roberts (See above) (See above)
Cesar Zalamea (See above) (See above)
(1) Rounded to nearest 10,000 shares.
(2) Rounded to nearest 0.1%. (3) Less than 10,000 shares. (4) Less than 0.1%.
(c) On November 15, 2005, CV Starr entered into a variable pre-paid
forward sale contract (the "CSFB Contract") for up to 4,423,116 shares (the
"CSFB Maximum Number") of Common Stock pursuant to a letter agreement by and
among CV Starr, Credit Suisse First Boston LLC and Credit Suisse First Boston
Capital LLC ("CSFB"). The final terms of the CSFB Contract, including the CSFB
Maximum Number of shares deliverable by CV Starr upon settlement, were
determined in a block transaction between CV Starr and CSFB (or its affiliate),
acting as a block positioner, in accordance with the Securities and Exchange
Commission's interpretative letter to Goldman, Sachs & Co., dated December 20,
1999 (the "No Action Letter"). CV Starr has received aggregate proceeds of
$240,000,043 under the CSFB Contract.
The CSFB Contract provides that for each of the 10 Scheduled Trading
Days (as defined in the CSFB Contract) prior to and including November 20, 2008
(the "CSFB Settlement Dates"), CV Starr will deliver a number of shares of
Common Stock to CSFB (or, at the election of CV Starr, the cash equivalent of
such shares) determined with respect to each CSFB Settlement Date as follows:
(a) if the VWAP Price (as defined in the CSFB Contract) per share of the Common
Stock (the "CSFB Settlement Price") is less than or equal to $65.85 (the "CSFB
Forward Floor Price"), a delivery of 1/10 of the CSFB Maximum Number of shares
of Common Stock, subject to rounding; (b) if the CSFB Settlement Price is
greater than the CSFB Forward Floor Price but less than or equal to $85.61 per
share (the "CSFB Forward Cap Price"), a delivery of shares equal to the CSFB
Forward Floor Price/CSFB Settlement Price x 1/10 of the CSFB Maximum Number of
shares of Common Stock, subject to rounding; and (c) if the CSFB Settlement
Price is greater than the CSFB Forward Cap Price, a delivery of shares equal to
((CSFB Forward Floor Price + (CSFB Settlement Price - CSFB Forward Cap Price))
/ CSFB Settlement Price) x 1/10 of the CSFB Maximum Number of shares of Common
Stock, subject to rounding.
On November 21, 2005, CV Starr entered into a variable pre-paid
forward sale contract (the "Confirmation") for up to 2,917,916 shares (the
"Citi Maximum Number") of Common Stock pursuant to the Master Terms and
Conditions for Pre-Paid Forward Contracts, dated as of November 15, 2005
(together with the Confirmation, the "Citi Contract"), by and between CV Starr
and Citibank, N.A. ("Citibank"). The final terms of the Citi Contract,
including the Citi Maximum Number of shares that will be deliverable by CV
Starr upon settlement, were determined in unsolicited brokerage transactions by
Citibank (or its affiliate) over a specified execution period beginning on
November 18, 2005, in accordance with the No Action Letter. CV Starr has
received aggregate proceeds of $160,000,000 under the Citi Contract.
The Citi Contract provides that for each of the 10 Scheduled Trading
Days (as defined in the Citi Contract) prior to and including December 10, 2008
(the "Citi Settlement Dates"), CV Starr will deliver a number of shares of
Common Stock to Citibank (or, at the election of CV Starr, the cash equivalent
of such shares) determined with respect to each Citi Settlement Date as
follows: (a) if the Relevant Price (as defined in the Citi Contract) per share
of the Common Stock (the "Citi Settlement Price") is less than or equal to
$66.8540 (the "Citi Forward Floor Price"), a delivery of 1/10 of the Citi
Maximum Number of shares of Common Stock, subject to rounding; (b) if the Citi
Settlement Price is greater than the Citi Forward Floor Price but less than or
equal to $86.9102 per share (the "Citi Forward Cap Price"), a delivery of
shares equal to the Citi Forward Floor Price/Citi Settlement Price x 1/10 of
the Citi Maximum Number of shares of Common Stock, subject to rounding; and (c)
if the Citi Settlement Price is greater than the Citi Forward Cap Price, a
delivery of shares equal to ((Citi Forward Floor Price + (Citi Settlement Price
- Citi Forward Cap Price)) / Citi Settlement Price) x 1/10 of the Citi Maximum
Number of shares of Common Stock, subject to rounding.
The descriptions of the CSFB Contract and the Citi Contract are
qualified in their entirety by the text of such contracts, copies of which are
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
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 November 23, 2005, by
and among Mr. Greenberg, Mr. Matthews, Starr International
and CV Starr. (Incorporated by reference to Exhibit A to
the Schedule 13D filed with the Securities and Exchange
Commission in respect of the Issuer on November 23, 2005.)
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.)
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: December 5, 2005
Signature: /s/ Maurice R. Greenberg
------------------------
Name: Maurice R. Greenberg
STARR INTERNATIONAL COMPANY, INC.
Signature: /s/ Howard I. Smith
------------------------
By: Howard I. Smith
Title: Director
C. V. STARR & CO., INC.
Signature: /s/ Howard I. Smith
------------------------
By: Howard I. Smith
Title: Vice Chairman-Finance and Secretary
Signature: /s/ Edward E. Matthews
------------------------
Name: Edward E. Matthews