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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires: February
28, 2009
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Estimated
average burden
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hours
per response: 14.5
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CUSIP
No. 026874-107
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice
R. Greenberg
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC
USE
ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
110,089
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8
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SHARED
VOTING POWER
1,360
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9
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SOLE
DISPOSITIVE POWER
110,089
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10
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SHARED
DISPOSITIVE POWER
4,297
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,386
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No. 026874-107
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward
E. Matthews
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
11,750
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
11,750
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,750
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP
No. 026874-107
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starr
International Company, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
13,979,470
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
13,979,470
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,979,470
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP
No. 026874-107
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON.
C.
V. Starr & Co., Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,937
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,937
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP
No. 026874-107
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1
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Universal
Foundation, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Panama
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
2,937
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
2,937
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,937
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item
4.
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Purpose
of Transaction
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Item
4 is amended and supplemented to add the following information for
updating as of the date hereof:
On
March 17, 2010, Starr International entered into a final agreement for the
variable pre-paid forward sale (the “VPF Transaction”) of up to 10,000,000
shares of Common Stock as more fully described in Item 5 of this Schedule
13D. As previously reported, the Reporting Persons may from
time to time enter into privately negotiated derivative transactions to
hedge the market risk of some or all of their positions in the Common
Stock.
As
previously reported, the Reporting Persons reserve their right to change
their plans and intentions in regards to any of the actions discussed in
this Item 4 and any actions taken by the Reporting Persons may be effected
at any time or from time to time, subject to any applicable limitations
imposed thereon by the Securities Act of 1933, as amended, state insurance
regulatory laws or other applicable laws.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 is amended and supplemented to add the following information for
updating as of the date hereof:
On
March 17, 2010, Starr International entered into the final agreement for
the VPF Transaction for up to 10,000,000 shares (the “Base Amount”) of
Common Stock pursuant to four stock purchase agreements, each with respect
to 2,500,000 shares of Common Stock, by and between Starr International
and UBS Securities LLC (“UBS”) and four pledge agreements, each with
respect to 2,500,000 shares of Common Stock, among Starr International,
UBS and UBS AG, Stamford Branch, as collateral agent, each dated as of
March 15, 2010 (collectively, the “VPF Contracts”). The final terms of the
VPF Transaction, including the Base Amount of shares deliverable by Starr
International upon settlement, were determined in unsolicited
brokerage transactions by UBS (or its affiliate), over a specified
execution period beginning on March 15, 2010, in accordance with the
Securities and Exchange Commission’s interpretative letter to Goldman,
Sachs & Co., dated December 20, 1999. Starr
International will receive aggregate proceeds of $278,150,032.61
under the VPF Transaction.
The
VPF Transaction provides that on the third Business Day (as defined in the
VPF Contracts) after each of the 34.5-month, 35.5-month, 36.5-month and
37.5-month anniversaries of March 17, 2010 (the “Settlement Dates”), Starr
International will deliver a number of shares of Common Stock to UBS
(or, at the election of Starr International, the cash equivalent of such
shares) equal to the product of one-quarter of the Base Amount and a ratio
(the “Settlement Ratio”) determined as follows: (a) if the daily volume
weighted average price per share of the Common Stock over the 5 Business
Day period ending on, and including, the date three Business Days before
the corresponding Settlement Date (the “Settlement Price”) is less than or
equal to $31.2216 (the “Floor Level”), the Settlement Ratio shall be 1;
(b) if the Settlement Price is greater than the Floor Level but less than
or equal to $46.8324 per share (the “Cap Level”), the Settlement Ratio
shall be the Floor Level divided by the Settlement Price; and (c) if the
Settlement Price is greater than the Cap Level, the Settlement Ratio shall
be the quotient of (i) the sum of the Floor Level and the excess of the
Settlement Price over the Cap Level, divided by (ii) the Settlement
Price.
The
description of the VPF Transaction above is qualified in its entirety by
the text of the VPF Contracts, copies of which are attached as exhibits
hereto.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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Item
6 is amended and supplemented to add the following information for
updating as of the date hereof:
On
March 17, 2010, Starr International entered into the final agreement for
the VPF Transaction pursuant to the VPF Contracts as more fully discussed
in Item 5 of this Schedule 13D.
Copies
of the VPF Contracts are filed herewith as Exhibits 2 through 5 and 7
through 10 and incorporated herein by reference.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1
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Joint
Filing Agreement, dated March 19, 2010, by and among Mr. Greenberg, Mr.
Matthews, Starr International, CV Starr, and Universal
Foundation
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Exhibit
2
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Stock
Purchase Agreement, dated as of March 15, 2010, by and between Starr
International and UBS
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Exhibit
3
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Stock
Purchase Agreement, dated as of March 15, 2010, by and between Starr
International and UBS
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Exhibit
4
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Stock
Purchase Agreement, dated as of March 15, 2010, by and between Starr
International and UBS
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Exhibit
5
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Stock
Purchase Agreement, dated as of March 15, 2010, by and between Starr
International and UBS
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Exhibit
6
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(Intentionally
omitted)
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Exhibit
7
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Pledge
Agreement, dated as of March 15, 2010, among Starr International, UBS and
UBS AG, Stamford Branch
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Exhibit
8
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Pledge
Agreement, dated as of March 15, 2010, among Starr International, UBS and
UBS AG, Stamford Branch
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Exhibit
9
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Pledge
Agreement, dated as of March 15, 2010, among Starr International, UBS and
UBS AG, Stamford Branch
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Exhibit
10
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Pledge
Agreement, dated as of March 15, 2010, among Starr International, UBS and
UBS AG, Stamford Branch
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MAURICE
R. GREENBERG
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By:
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/s/Bertil
P-H Lundqvist
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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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EDWARD
E. MATTHEWS
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By:
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/s/Bertil
P-H Lundqvist
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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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STARR
INTERNATIONAL COMPANY, INC.
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By:
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/s/Bertil P-H Lundqvist
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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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C.
V. STARR & CO., INC.
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By:
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/s/Bertil
P-H Lundqvist
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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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UNIVERSAL
FOUNDATION, INC.
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By:
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/s/Bertil
P-H Lundqvist
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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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