|
OMB
APPROVAL
|
|
|
OMB
Number:
|
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|
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) ¨
|
||
|
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
2,300,000
|
|
|
8
|
SHARED
VOTING POWER
27,217
|
||
|
9
|
SOLE
DISPOSITIVE POWER
2,300,000
|
||
|
10
|
SHARED
DISPOSITIVE POWER
85,961
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,385,961
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
|
||
|
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) ¨
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
281,875
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
281,875
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
281,875
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
|
||
|
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) ¨
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
280,261,274
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
280,261,274
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,261,274
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.42%
|
||
|
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) ¨
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
58,744
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,744
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
|
||
|
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) ¨
|
||
|
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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
58,744
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
58,744
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,744
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
|
||
|
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) ¨
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) ¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
|
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) ¨
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) ¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
|
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) ¨
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) ¨
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) ¨
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
|
||
|
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:
On
June 3, 2009 Starr International and each of CV Starr, CV Starr Trust,
Greenberg Foundation, Greenberg Joint Tenancy Company, Mr. Greenberg and
Universal Foundation (collectively, the “Sellers”) entered into the First
Amendment to the Securities Purchase Agreement (the
“Amendment”). The Amendment amended the number of shares of
Common Stock which Starr International has agreed to purchase, and each of
the Sellers has agreed to sell, as follows: CV Starr (10,716,957), CV
Starr Trust (8,360,605), Greenberg Foundation (989,308), Greenberg Joint
Tenancy Company (25,269,689), Mr. Greenberg (13,025,939) and Universal
Foundation (2,053,377). The Amendment further amended the price
per share that each share of Common Stock will be purchased at by Starr
International to a price per share equal to the average closing price of a
share of Common Stock as reported on the New York Stock Exchange composite
tape during the period from and including May 5, 2009 until and including
June 4, 2009.
In
contemplation of the consummation of the transactions contemplated by the
Securities Purchase Agreement, Starr International filed a Premerger
Notification and Report Form (FTC Form C4) with the Federal Trade
Commission and the Antitrust Division of the Department of Justice under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”)
on May 5, 2009. As a result of the expiration of the waiting
period under the HSR Act, Starr International and the Sellers consummated
the purchases and sales contemplated by the Securities Purchase Agreement,
as amended, on June 5, 2009.
|
|
|
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:
On
June 5, 2009, pursuant to the Securities Purchase Agreement, as amended by
the Amendment, Starr International purchased, and the Sellers sold, a
number of shares of Common Stock as described in Item 4 of this Schedule
13D at a price per share equal to $1.74.
In
addition, on June 5, 2009, Starr International purchased through a
broker’s transaction 14,000,000 shares of Common Stock at an average price
per share equal to $1.7141.
|
|
As
of the date of the filing of this statement, Mr. Greenberg, Mr. Matthews,
Starr International, CV Starr, and Universal Foundation may be deemed to
beneficially own in the aggregate 282,929,110 shares of Common Stock,
representing approximately 10.5146% of the Issuer’s outstanding Common
Stock (based on 2,690,808,696 shares of Common Stock reported by the
Issuer as outstanding as of April 30, 2009, in the Issuer’s Form 10-Q
filed on May 7, 2009).
Mr.
Greenberg has the sole power to vote and direct the disposition of
2,300,000 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 27,217 shares of Common Stock, which
are held in family trusts of which Mr. Greenberg is a
trustee. Mr. Greenberg has the shared power to direct the
disposition of 58,744 shares of Common Stock held by Universal Foundation
for which CV Starr has the shared power to direct the disposition of,
pursuant to an Investment Management Agreement (described
below).
Mr.
Greenberg owns 27.27% of the common stock of CV Starr
directly. 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 or beneficially owned by CV Starr. Mr.
Greenberg disclaims beneficial ownership of the shares of Common Stock
held by CV Starr, Universal Foundation, and the family trusts described
above.
Mr.
Matthews has the sole power to vote and direct the disposition of 281,875
shares of Common Stock, 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.
Starr
International has the sole power to vote and direct the disposition of
280,261,274 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 264,561,274 shares are held directly by Starr
International.
Pursuant
to an Investment Management Agreement effective January 1, 2008 (the
“Investment Management Agreement”), CV Starr has the shared power to
direct the disposition of 58,744 shares of Common Stock held by Universal
Foundation.
Universal
Foundation has the sole power to vote 58,744 shares of Common Stock held
directly by Universal Foundation. Pursuant to the Investment Management
Agreement, CV Starr has the power to direct the disposition of the 58,744
shares of Common Stock held by Universal Foundation.
The
Greenberg Foundation no longer has the power to vote or direct the
disposition of any shares of Common Stock.
The
Greenberg Joint Tenancy Company no longer has the power to vote or direct
the disposition of any shares of Common Stock.
The
CV Starr Trust no longer has the power to vote or direct the disposition
of any shares of Common Stock.
|
|
|
Item
6
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
|
Item
6 is amended and supplemented to add the following information for
updating as of the date hereof:
On
June 3, 2009, Starr International and each of CV Starr, CV Starr Trust,
Greenberg Foundation, Greenberg Joint Tenancy Company, LLC, Mr. Greenberg
and Universal Foundation entered into the Amendment as more fully
discussed in Item 4 of this Schedule 13D.
A
copy of the Amendment is filed herewith as Exhibit 2 and incorporated
herein by reference.
|
|
|
Item
7
|
Material
to Be Filed as Exhibits
|
|
Exhibit
1
|
Joint
Filing Agreement, dated June 5, 2009, 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
|
First
Amendment to the Securities Purchase Agreement, dated as of June 3, 2009,
by and among Starr International and each of CV Starr, CV Starr Trust,
Greenberg Foundation, Greenberg Joint Tenancy Company, Mr. Greenberg and
Universal Foundation.
|
|
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
|
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Title:
Attorney-In-Fact
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By:
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/s/George
Y. Liu
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Name:
George Y. Liu
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Title:
Attorney-In-Fact
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