|
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
61,227,053
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
2,487,500
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
61,227,053
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,714,553
|
||||
|
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)
2.37%
|
||||
|
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
207,899,272
|
|||
|
8
|
SHARED
VOTING POWER
0
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
207,899,272
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
2,112,119
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,011,391
|
||||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
22,006,598
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
22,006,598
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,006,598
|
||||
|
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)
0.82%
|
||||
|
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
0
|
||||
|
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.
Maurice R. Greenberg, one of the Reporting Persons, has sent a letter to
the Board of Directors of the Issuer with certain questions regarding the
funding provided to the Issuer by the Federal Government. A
copy of the letter is attached as Exhibit 2 to this Schedule
13D/A.
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 in this
Item 4.
|
||
|
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:
As
previously reported in this Item 5, CV Starr had entered into (i) on
November 15, 2005, a variable pre-paid forward sale contract (the “CS
Contract”) for up to 4,423,116 shares of Common Stock (the “CS Maximum
Number”) with Credit Suisse First Boston LLC and Credit Suisse First
Boston Capital LLC (collectively, “CS”) and (ii) on November 21, 2005, a
variable pre-paid forward sale contract (the “Citi Contract”) for up to
2,917,916 shares of Common Stock (the “Citi Maximum Number”) with
Citibank, N.A. (“Citibank”).
In
accordance with the terms of the CS Contract (previously disclosed in this
Item 5), CV Starr has delivered a number of shares of Common Stock to CS
on each of the 10 Scheduled Trading Days (as defined in the CS Contract)
prior to and including November 20, 2008 equal to, in the aggregate, the
CS Maximum Number in complete settlement of the CS Contract.
In
accordance with the terms of the Citi Contract (previously disclosed in
this Item 5), CV Starr will deliver shares of Common Stock to Citibank for
each of the 10 Scheduled Trading Days (as defined in the Citi Contract)
prior to and including December 10, 2008.
As
of the date of the filing of this statement, the Reporting Persons may be
deemed to beneficially own (without taking into account the aggregate
number of shares of Common Stock required to be delivered under the Citi
Contract, which number shall only be determined upon the full settlement
of the Citi Contract in accordance with its terms) in the aggregate
274,007,819 shares of Common Stock, representing approximately 10.19% of
the Issuer’s outstanding Common Stock (based on 2,689,938,313 shares of
Common Stock reported by the Issuer as outstanding as of October 31,
2008, in the Issuer’s Form 10-Q filed on November 10,
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 61,227,053 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, 13,425,748 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.
CV
Starr has the shared power to vote and direct the disposition of
22,006,598 shares of Common Stock held by CV Starr (8,580,850 shares of
which are held by the CV Starr Trust, of which CV Starr is a
beneficiary).
|
||
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
|
Exhibit
1
|
Joint
Filing Agreement, dated December 2, 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 December 1, 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/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
EDWARD
E. MATTHEWS
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
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/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
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/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|
|
UNIVERSAL
FOUNDATION, INC.
|
|
|
By:
|
/s/Bertil
P-H Lundqvist
|
|
Name: Bertil P-H
Lundqvist
|
|
|
Title:
Attorney-In-Fact
|
|
|
By:
|
/s/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
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/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
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/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
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/George
Y. Liu
|
|
Name:
George Y. Liu
|
|
|
Title:
Attorney-In-Fact
|
|