-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+UJDdFA8N1dmNCKByGwi8hBdm0bectjBd5JXc9LfW+2zEkjyc+GT7s8BxfjXjl/ e+JD2vq7R/Z6ncsBRLXa3w== 0000950123-07-013118.txt : 20070928 0000950123-07-013118.hdr.sgml : 20070928 20070927205328 ACCESSION NUMBER: 0000950123-07-013118 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070927 GROUP MEMBERS: AIG COMMERCIAL INSURANCE GROUP, INC. GROUP MEMBERS: AIG PROPERTY CASUALTY GROUP, INC. GROUP MEMBERS: AMERICAN HOME ASSURANCE COMPANY GROUP MEMBERS: COMMERCE AND INDUSTRY INSURANCE COMPANY GROUP MEMBERS: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. GROUP MEMBERS: NEW HAMPSHIRE INSURANCE COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 21ST CENTURY INSURANCE GROUP CENTRAL INDEX KEY: 0000100331 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 951935264 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40732 FILM NUMBER: 071140489 BUSINESS ADDRESS: STREET 1: 6301 OWENSMOUTH AVE STE 700 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8187043700 FORMER COMPANY: FORMER CONFORMED NAME: 20TH CENTURY INDUSTRIES DATE OF NAME CHANGE: 19950420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D/A 1 y39616asc13dza.txt AMENDMENT NO. 24 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 24) 21ST CENTURY INSURANCE GROUP (NAME OF ISSUER) COMMON STOCK, $0.001 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 90130N 10 3 (CUSIP NUMBER) KATHLEEN E. SHANNON SENIOR VICE PRESIDENT AND SECRETARY AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET NEW YORK, NEW YORK (212) 770-7000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) September 27, 2007 (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 WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(b)(3) OR (4), CHECK THE FOLLOWING BOX: [ ] (CONTINUED ON THE FOLLOWING PAGE) - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person American International Group, Inc. (I.R.S. Identification No. 13-2592361) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [X] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 34,699,350 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 53,445,620 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 34,699,350 ----------------------------------------------------------- (10) Shared Dispositive Power 53,445,620 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 88,144,970 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 100.0% - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO - -------------------------------------------------------------------------------- 2 - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person AIG Commercial Insurance Group, Inc. (I.R.S. Identification No. 13-3386798) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 53,445,620 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 53,445,620 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,445,620 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 60.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO - -------------------------------------------------------------------------------- 3 - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person AIG Property Casualty Group, Inc. (I.R.S. Identification No. 20-5971809) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 53,445,620 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 53,445,620 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 53,445,620 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 60.6% - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, CO - -------------------------------------------------------------------------------- 4 - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person American Home Assurance Company (I.R.S. Identification No. 13-5124990) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of New York - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 14,395,665 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 14,395,665 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 14,395,665 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 16.3% - -------------------------------------------------------------------------------- (14) Type of Reporting Person IC, CO - -------------------------------------------------------------------------------- 5 - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person Commerce and Industry Insurance Company (I.R.S. Identification No. 31-1938623) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of New York - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 5,414,827 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 5,414,827 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,414,827 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.1% - -------------------------------------------------------------------------------- (14) Type of Reporting Person IC, CO - -------------------------------------------------------------------------------- 6 - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person New Hampshire Insurance Company (I.R.S. Identification No. 02-0172170) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Pennsylvania - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 5,414,827 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 5,414,827 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 5,414,827 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 6.1% - -------------------------------------------------------------------------------- (14) Type of Reporting Person IC, CO - -------------------------------------------------------------------------------- 7 - --------------------- CUSIP NO. 90130N 10 3 - --------------------- - -------------------------------------------------------------------------------- (1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above Person National Union Fire Insurance Company of Pittsburgh, Pa. (I.R.S. Identification No. 25-0687550) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Incorporated in the State of Pennsylvania - -------------------------------------------------------------------------------- (7) Sole Voting Power 0 ----------------------------------------------------------- (8) Shared Voting Power Number of Shares Beneficially Owned 28,220,301 By Each Reporting ----------------------------------------------------------- Person With (9) Sole Dispositive Power 0 ----------------------------------------------------------- (10) Shared Dispositive Power 28,220,301 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 28,220,301 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 32.0% - -------------------------------------------------------------------------------- (14) Type of Reporting Person IC, CO - -------------------------------------------------------------------------------- 8 Item 1. Security and Issuer. This Amendment No. 24 (this "Amendment") to the Statement on Schedule 13D filed by American International Group, Inc., a Delaware corporation ("AIG"), amends and supplements the Statement on Schedule 13D originally dated December 16, 1994 and as amended by Amendment No. 1 to Schedule 13D dated March 23, 1995, Amendment No. 2 to Schedule 13D dated January 9, 1998, Amendment No. 3 to Schedule 13D dated April 8, 1998, Amendment No. 4 to Schedule 13D dated May 12, 1998, Amendment No. 5 to Schedule 13D dated June 4, 1998, Amendment No. 6 to Schedule 13D dated June 15, 1998, Amendment No. 7 to Schedule 13D dated June 25, 1998, Amendment No. 8 to Schedule 13D July 14, 1998, Amendment No. 9 to Schedule 13D dated July 23, 1998, Amendment No. 10 to Schedule 13D dated July 27, 1998, Amendment No. 11 to Schedule 13D dated August 10, 1998, Amendment No. 12 to Schedule 13D dated August 19, 1998, Amendment No. 13 to Schedule 13D dated August 24, 1998, Amendment No. 14 to Schedule 13D dated September 3, 1998, Amendment No. 15 to Schedule 13D dated September 11, 1998, Amendment No. 16 to Schedule 13D dated November 10, 1998, Amendment No. 17 to Schedule 13D dated December 16, 1998, Amendment No. 18 to Schedule 13D dated February 5, 1999, Amendment No. 19 to Schedule 13D dated March 31, 1999, Amendment No. 20 to Schedule 13D dated April 30, 1999, Amendment No. 21 to Schedule 13D dated April 7, 2000, Amendment No. 22 to Schedule 13D dated January 24, 2007 and Amendment No. 23 to Schedule 13D dated May 15, 2007, relating to the common stock, par value $0.001 per share ("Common Stock"), of 21st Century Insurance Group, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 6301 Owensmouth Avenue, Woodland Hills, California 91367. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended such that the following sentence of the first paragraph is deleted in its entirety: "In addition, the 53,474,214 outstanding shares of Common Stock owned by AIG include 28,594 outstanding shares of Common Stock held by certain investment advisor subsidiaries of AIG on behalf of their clients." Item 2 of the Schedule 13D is hereby supplemented by adding the following after the last paragraph thereof: AIG Commercial Insurance Group, Inc. and AIG Property Casualty Group, Inc. (collectively, the "HoldCos") are also included as filing persons to this Schedule 13D. The principal executive offices of the HoldCos are located at 70 Pine Street, New York, New York 10270, and these companies are holding companies for AIG's general insurance subsidiaries. An amended and restated list of the directors and executive officers of AIG, the HoldCos, American Home Assurance Company, Commerce and Industry Insurance Company, New Hampshire Insurance Company and National Union Fire Insurance Company of Pittsburgh, Pa. (each such subsidiary of AIG are referred to herein as an "AIG Sub"), Starr International Company, Inc. ("SICO"), C.V. Starr & Co., Inc. ("Starr"), Universal Foundation, Inc. ("Universal Foundation"), The Maurice R. and Corinne P. Greenberg Family Foundation, Inc. (the "Greenberg Foundation") and The Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation"), including their business addresses and principal occupations is being filed herewith as Exhibit A. All information provided in this Amendment (including, without limitation, in this Item 2 and Exhibit A to this Amendment) with respect to Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation, and the Greenberg Joint Tenancy Corporation and their respective directors and executive officers is provided based solely on the information set forth in the most recent amendment to Schedule 13D relating to AIG Shares filed on March 20, 2007 on behalf of Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Corporation. In each case, such information may not be accurate or complete and AIG takes no responsibility therefor and makes no representation to its accuracy or completeness as of the date hereof or any subsequent date. Item 2(d) and (e) of the Schedule 13D is hereby amended and restated to read as follows: 2006 Regulatory Settlements In February 2006, AIG reached a final settlement with the Securities and Exchange Commission ("SEC"), the United States Department of Justice ("DOJ"), the Office of the New York Attorney General ("NYAG") and the New York State Department of Insurance ("DOI"). The settlements resolved outstanding litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations with these authorities and the DOJ in connection with the accounting, financial reporting and insurance brokerage practices of AIG and its subsidiaries, as well as claims relating to the underpayment of certain workers compensation premium taxes and other assessments. As a result of these settlements, AIG made payments or placed amounts in escrow in 2006 totaling approximately $1.64 billion, $225 million of which represented fines and penalties. The following is additional information regarding the settlements. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment on February 9, 2006: (a) permanently restraining and enjoining AIG from violating Section 17(a) of the Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 of the Exchange Act; (b) ordering AIG to pay disgorgement; and (c) ordering AIG to pay a civil penalty. In February 2006, AIG and the DOJ entered into a letter agreement. In the letter agreement, the DOJ notified AIG that in its view, AIG, acting through some of its employees, violated federal criminal law in connection with misstatements in periodic financial reports that AIG filed with the SEC between 2000 and 2004 relating to certain transactions. The settlement with the DOJ consists of, among other things, AIG's cooperating with the DOJ in the DOJ's ongoing criminal investigation, accepting responsibility for certain of its actions and those of its employees relating to these transactions and paying money into a fund. Also effective February 9, 2006, AIG entered into agreements with the NYAG and the DOI, settling claims under New York's Martin Act and insurance laws, among other provisions, which were originally brought by the NYAG and the DOI in a civil complaint filed on May 26, 2005. As part of these settlements, AIG has agreed to retain for a period of three years an independent consultant who will conduct a review that will include the adequacy of AIG's internal controls over financial reporting and the remediation plan that AIG has implemented as a result of its own internal review. PNC Settlement In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of the DOJ and the United States Attorney for the Southern District of Indiana with respect to issues arising from certain structured transactions entered into with Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the marketing of transactions similar to the PNC transactions and related matters. As part of the settlement, the SEC filed against AIG a civil complaint, based on the conduct of AIG primarily through AIGFP, alleging violations of certain antifraud provisions of the federal securities laws and for aiding and abetting violations of reporting and record keeping provisions of those laws. AIG, without admitting or denying the allegations in the SEC complaint, consented to the issuance of a final judgment permanently enjoining it and its employees and related persons from violating certain provisions of the Exchange Act, Exchange Act rules and the Securities Act, ordering disgorgement of fees it received from the PNC transactions and providing for AIG to establish a transaction review committee to review the appropriateness of certain future transactions and to retain an independent consultant to examine certain transactions entered into between 2000 and 2004 and review the policies and procedures of the transaction review committee. The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP PAGIC"), a wholly owned subsidiary of AIGFP, a criminal complaint alleging that AIGFP PAGIC violated federal securities laws by aiding and abetting securities law violations by PNC, in connection with a transaction entered into in 2001 with PNC that was intended to enable PNC to remove certain assets from its balance sheets. The settlement with the DOJ consists of separate agreements with AIG and AIGFP and a complaint filed against, and deferred prosecution agreement with, AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary penalty of $80 million. On January 17, 2006, the court approved an order dismissing the complaint with prejudice. The obligations of AIG, AIGFP and AIGFP PAGIC under the DOJ agreements relate principally to cooperating with the DOJ and other federal agencies in connection with their related investigations. 9 Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby supplemented by adding the following after the last paragraph thereof: On June 8, 2007 AIG, Merger Subsidiary and the Company entered into Amendment No. 1 to the Agreement and Plan of Merger. A copy of the amendment is being filed herewith as Exhibit B. Upon the terms of the Merger Agreement and following the approval of the Merger by the holders of a majority of the outstanding Shares entitled to vote on such matter at a shareholders' meeting duly called and held for such purpose, on September 27, 2007, Merger Subsidiary merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of AIG. Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, each Share issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by AIG, Merger Subsidiary or any other direct or indirect wholly owned subsidiary of AIG (other than Shares held by any mutual fund advised or managed by any of AIG or any direct or indirect wholly owned subsidiary of AIG), (ii) Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (iii) Shares subject to Company Awards (as described in the Merger Agreement), and (iv) Shares as to which appraisal rights are perfected under applicable law, was converted into the right to receive $22.00 per Share in cash, without interest. On September 27, 2007 AIG issued a related press release. A copy of the press release is being filed herewith as Exhibit C. 10 As a result of the Merger, 100% of the Shares of the Company are held by AIG and the AIG Subs, the trading of the common stock of the Company was suspended as of the close of business on September 27, 2007, the Company has requested that the New York Stock Exchange file an application on Form 25 to report that the common stock of the Company is no longer listed on the New York Stock Exchange and the Company will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. AIG intends to cause the filing of such an application for termination of registration under the Exchange Act. AIG may change in the future the Company's business and corporate structure and may sell, transfer or otherwise dispose of all or some of the Company's assets. 11 Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (A) AIG's and each AIG Sub's current ownership interests in the Company and the Common Stock of the Company is set forth on the cover pages to this Amendment No. 24 to Schedule 13D and is incorporated by reference herein. (B) AIG and each AIG Sub share voting and dispositive power as to all of the Shares owned by each such AIG Sub. (C) Except as set forth below and except for the transactions contemplated by the Merger, AIG, and the AIG Subs and, to the best of each of their knowledge, AIG and the AIG Subs' respective executive officers and directors (as listed in Exhibit A), have not engaged in any transactions in the Common Stock of the Company during the past sixty days. The Seasons Series TR Value Small Cap fund, which is managed by subsidiaries of AIG, (i) on August 16, 2007, acquired 52 shares of common stock of the Company in the open market at $21.87 per share and (ii) on September 19, 2007, acquired 67 shares of common stock of the Company in the open market at $22.11 per share. The NAF VP1--AG Small Cap Index fund, which is managed by subsidiaries of AIG, on August 1, 2007, acquired 1,186 shares of common stock of the Company in the open market at $21.85 per share. AIG has no available information regarding beneficial ownership of or transactions in the Common Stock of the Company by Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Corporation or their respective directors and executive officers. (D) - (E) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby supplemented by adding the following before the last sentence thereof: Amendment No. 1 to the Agreement and Plan of Merger, which is attached hereto as Exhibit B and the Amended and Restated Agreement of Joint Filing pursuant to which HoldCos became additional parties to the Agreement of Joint Filing and which is attached hereto as Exhibit D are also included under this Item 6. Item 7. Materials to be Filed as Exhibits. (A) List of the Directors and Executive Officers of American International Group, Inc., AIG Commercial Insurance Group, Inc., AIG Property Casualty Group, Inc., American Home Assurance Company, Commerce and Industry Insurance Company, New Hampshire Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., Starr International Company, Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice R. and Corinne P. Greenberg Family Foundation, Inc. and The Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc., their business addresses and principal occupations. (B) Amendment No. 1 to the Agreement and Plan of Merger, dated June 8, 2007. (C) Press Release, dated September 27, 2007. (D) Amended and Restated Agreement of Joint Filing, dated September 27, 2007. 12 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. Dated: September 27, 2007 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Senior Vice President and Secretary AMERICAN HOME ASSURANCE COMPANY By: /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer COMMERCE AND INDUSTRY INSURANCE COMPANY By: /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer NEW HAMPSHIRE INSURANCE COMPANY By: /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. By: /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer AIG COMMERCIAL INSURANCE GROUP, INC. By: /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Chief Financial Officer, Executive Vice President and Treasurer AIG PROPERTY CASUALTY GROUP, INC. By: /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Chief Financial Officer, Executive Vice President and Treasurer 13 EXHIBIT INDEX
Exhibit No. Description Location - ----------- ----------- -------- A. List of the Directors and Executive Officers of American Filed herewith. International Group, Inc., AIG Commercial Insurance Group, Inc., AIG Property Casualty Group, Inc., American Home Assurance Company, Commerce and Industry Insurance Company, New Hampshire Insurance Company, National Union Fire Insurance Company of Pittsburgh, Pa., Starr International Company, Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice R. and Corinne P. Greenberg Family Foundation, Inc. and The Maurice R. and Corinne P. Greenberg Joint Tenancy Corporation, Inc., their business addresses and principal occupations. B. Amendment No. 1 to the Agreement and Plan of Merger, dated Filed herewith. June 8, 2007. C. Press Release, dated September 27, 2007. Filed herewith. D. Amended and Restated Agreement of Joint Filing, dated September 27, 2007. Filed herewith.
14 EX-99.A 2 y39616aexv99wa.txt LIST OF DIRECTORS AND EXECUTIVE OFFICERS . . . EXHIBIT A DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN INTERNATIONAL GROUP, INC. Marshall A. Cohen Director Counsel, Cassels, Brock & Blackwell Cassels, Brock & Blackwell, 40 King Street West, 20th Floor, Toronto, Ontario M5H 3C2 Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc., University; President and CEO, National 1050 Massachusetts Avenue, Cambridge, Bureau of Economic Research Massachusetts 02138 Ellen V. Futter Director President, American Museum of Natural American Museum of Natural History, Central History Park West at 79th Street, New York, New York 10024 Stephen L. Hammerman Director Retired; Former Deputy Commissioner c/o 70 Pine Street, New York, New York for Legal Matters for the New York Police 10270 Department and Vice Chairman, Merrill Lynch & Co., Inc. Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC, 1235 Avenue of the Americas, New York, New York, 10019 Fred H. Langhammer Director Chairman, Global Affairs and Former Chief 767 Fifth Avenue, New York, New York 10153 Executive Officer, The Estee Lauder Companies Inc. George L. Miles, Jr. Director President and Chief Executive Officer, 4802 Fifth Avenue, Pittsburgh, Pennsylvania WQED Multimedia 15213 Morris W. Offit Director Chairman, Offit Capital Advisors LLC 65 East 55th Street, New York, New York 10022 James F. Orr III Director Chairman of the Board of Trustees, The 420 Fifth Avenue, New York, New York 10018 Rockefeller Foundation Virginia M. Rometty Director Senior Vice President - Global Business Route 100, Mail Drop 2275, Building 2, Services, International Business Machines Somers, New York 10589 Corporation Martin J. Sullivan Director and President and Chief Executive Officer 70 Pine Street, New York, New York 10270 Executive Officer Michael H. Sutton Director Consultant; Former Chief Accountant of c/o 70 Pine Street, New York, New York the United States Securities and Exchange 10270 Commission Edmund S.W. Tse Director and Senior Vice Chairman - Life Insurance American International Assurance Co., Ltd., Executive Officer 1 Connaught Central Road, Hong Kong Robert B. Willumstad Director Founder and Partner of Brysam Global 277 Park Avenue, New York, New York Partners; Former President and Chief 10172 Operating Officer, Citigroup Inc. Frank G. Zarb Director Senior Advisor, Hellman & Friedman LLC; 390 Park Avenue, New York, New York 10022 Former Chairman and Chief Executive Officer, National Association of Securities Dealers, Inc. and The Nasdaq Stock Market, Inc. Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic Strategies 70 Pine Street, New York, New York 10270 Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street, New York, New York 10270 Steven J. Bensinger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Financial Officer Anastasia D. Kelly Executive Officer Executive Vice President, General Counsel 70 Pine Street, New York, New York 10270 and Senior Regulatory and Compliance Officer Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life Insurance 70 Pine Street, New York, New York, 10270 Kristian P. Moor Executive Officer Executive Vice President - Domestic 175 Water Street, New York, New York 10038 General Insurance Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street, New York, New York 10270 Investment Officer Robert M. Sandler Executive Officer Executive Vice President - Domestic 70 Pine Street, New York, New York 10270 Personal Lines Nicholas C. Walsh Executive Officer Executive Vice President - Foreign 70 Pine Street, New York, New York 10270 General Insurance Jay S. Wintrob Executive Officer Executive Vice President - Retirement AIG Retirement Services, Inc., 1999 Avenue Services of the Stars, Los Angeles, California 90067 William N. Dooley Executive Director Senior Vice President - Financial Services 70 Pine Street, New York, New York 10270 David L. Herzog Executive Officer Senior Vice President & Comptroller 70 Pine Street, New York, New York 10270 Andrew J. Kaslow Executive Officer Senior Vice President & Chief Human 70 Pine Street, New York, New York 10270 Resources Officer Robert E. Lewis Executive Officer Senior Vice President & Chief Risk Officer 70 Pine Street, New York, New York 10270 Brian T. Schreiber Executive Officer Senior Vice President - Strategic Planning 70 Pine Street, New York, New York 10270
15 DIRECTORS AND EXECUTIVE OFFICERS OF AIG COMMERCIAL INSURANCE GROUP, INC. ("AIGCIG")
Name Position Title Address Charles H. Dangelo Director Senior Vice President and Senior 110 William Street, New York, New York Reinsurance Officer, AIG 10038 John Q. Doyle Director Vice President - Domestic General 175 Water Street, New York, New York 10038 Insurance, AIG Kenneth V. Harkins Director and Executive Vice President and General 175 Water Street, New York, New York 10038 Executive Officer Counsel, AIGCIG; Deputy General Counsel, AIG David L. Herzog Director Senior Vice President and 70 Pine Street, New York, New York 10270 Comptroller, AIG Kevin H. Kelley Director Chief Executive Officer 100 Summer Street, Boston, and Chairman of the Board of Massachusetts 02110 Lexington Insurance Company Robert E. Lewis Director Senior Vice President & Chief Risk 70 Pine Street, New York, New York 10270 Officer, AIG Kristian P. Moor Director and Chairman of the Board and President, 175 Water Street, New York, New York 10038 Executive Officer AIGCIG; Executive Vice President - Domestic General Insurance, AIG Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Investment Officer, AIG Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street, New York, New York 10038 Executive Officer Financial Officer and Treasurer, AIGCIG; Senior Vice President and Chief Financial Officer of the AIG Domestic Brokerage Group division Robert J. Beier Executive Officer Senior Vice President, AIGCIG; 175 Water Street, New York, New York 10038 Senior Vice President/COO of Sales & Marketing and Strategic Initiatives of the AIG Domestic Brokerage Group division Carl E. Chamberlain Executive Officer Senior Vice President, AIGCIG; Senior 175 Water Street, New York, New York 10038 Vice President and Chief Underwriting Resource Officer of the AIG Domestic Brokerage Group division Frank H. Douglas, Jr. Executive Officer Senior Vice President, AIGCIG; 70 Pine Street, New York, New York 10270 Senior Vice President and Casualty Actuary, AIG Worth G. Knight, Jr. Executive Officer Executive Vice President, AIGCIG; 175 Water Street, New York, New York 10038 President - AIG WorldSource division Gary E. Muoio Executive Officer Chief Operations Officer, AIGCIG; 175 Water Street, New York, New York 10038 Vice President of the AIG Domestic Brokerage Group division - Operations and Systems Executive Mary Ann Ross Executive Officer Executive Vice President, AIGCIG; 175 Water Street, New York, New York 10038 Senior Vice President of the AIG Domestic Brokerage Group division - HR Domestic General Insurance Charles R. Schader Executive Officer Executive Vice President, AIGCIG; 175 Water Street, New York, New York 10038 Senior Vice President - Claims, AIG George M. Williams Executive Officer Chief Operations Officer, AIGCIG; 70 Pine Street, New York, New York 10270 Senior Vice President of the AIG Domestic Brokerage Group division - Corporate Operations Officer Mark T. Willis Executive Officer Executive Vice President, 300 South Riverside Plaza, Suite 2100, AIGCIG; Vice President, AIG Chicago, Illinois 60606
16 DIRECTORS AND EXECUTIVE OFFICERS OF AIG PROPERTY CASUALTY GROUP, INC. ("AIGPCG") M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell Sullivan & Cromwell LLP, LLP 125 Broad Street, New York New York, 10004 Richard H. Booth Director Chairman of HSB Group, Inc. One State Street, Hartford, Connecticut 06102 Charles H. Dangelo Director and Executive Vice President, AIGPCG; 110 William Street, New York, New York Executive Officer Senior Vice President and Senior 10038 Reinsurance Officer, AIG John Q. Doyle Director Vice President - Domestic General 175 Water Street, New York, New York 10038 Insurance, AIG Kenneth V. Harkins Director and Executive Vice President and General 175 Water Street, New York, New York 10038 Executive Officer Counsel, AIGPCG; Deputy General Counsel, AIG David L. Herzog Director Senior Vice President and 70 Pine Street, New York, New York 10270 Comptroller, AIG Kevin H. Kelley Director Chief Executive Officer 100 Summer Street, Boston, Massachusetts and Chairman of the Board of 02110 Lexington Insurance Company Robert E. Lewis Director Senior Vice President & Chief Risk 70 Pine Street, New York, New York 10270 Officer, AIG Kristian P. Moor Director and Chairman of the Board and President, 175 Water Street, New York, New York 10038 Executive Officer AIGPCG; Executive Vice President - Domestic General Insurance, AIG Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Investment Officer, AIG William V. Nutt, Jr. Director President and Chief Executive Officer 230 N. Elm Street, Greensboro, North of United Guaranty Corporation Carolina 27401 Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street, New York, New York 10038 Executive Officer Financial Officer and Treasurer, AIGPCG; Senior Vice President and Chief Financial Officer of the AIG Domestic Brokerage Group division Nicholas C. Walsh Director Executive Vice President - Foreign 70 Pine Street, New York, New York 10270 General Insurance, AIG Mary Ann Ross Executive Officer Executive Vice President, AIGPCG; 175 Water Street, New York, New York 10038 Senior Vice President of the AIG Domestic Brokerage Group division - HR Domestic General Insurance Frank H. Douglas, Jr. Executive Officer Senior Vice President, AIGPCG; 70 Pine Street, New York, New York 10270 Senior Vice President and Casualty Actuary, AIG Mark T. Willis Executive Officer Executive Vice President, AIGPCG; 300 South Riverside Plaza, Suite 2100, Vice President, AIG Chicago, Illinois 60606
17 DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOME ASSURANCE COMPANY ("AHAC") M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 Charles H. Dangelo Director and Senior Vice President, AHAC; Senior 110 William Street, New York, Executive Officer Vice President and Senior New York 10038 Reinsurance Officer, AIG John Q. Doyle Director and President and CEO, AHAC; Vice 175 Water Street, New York, New York 10038 Executive Officer President - Domestic General Insurance, AIG David N. Fields Director President of AIG Risk Finance division 70 Pine Street, New York, New York 10270 Kenneth V. Harkins Director and Senior Vice President and General Counsel, 175 Water Street, New York, New York 10038 Executive Officer AHAC; Deputy General Counsel, AIG David L. Herzog Director Senior Vice President & Comptroller, AIG 70 Pine Street, New York, New York 10270 Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, New York 10038 Robert E. Lewis Director Senior Vice President and Chief Risk 70 Pine Street, New York, New York 10270 Officer, AIG Kristian P. Moor Director and Chairman of the Board, AHAC; 175 Water Street, New York, New York 10038 Executive Officer Executive Vice President - Domestic General Insurance, AIG Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Investment Officer, AIG Robert S.H. Schimek Director and Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038 Executive Officer Officer and Treasurer, AHAC; Senior Vice President and Chief Financial Officer of the AIG Domestic Brokerage Group division Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street, New York, New York 10038 Insurance, AIG Nicholas C. Walsh Director and Senior Vice President, AHAC; Executive 70 Pine Street, New York, New York 10270 Executive Officer Vice President - Foreign General Insurance, AIG Frank H. Douglas, Jr. Executive Officer Senior Vice President, AHAC; Senior 70 Pine Street, New York, New York 10270 Vice President and Casualty Actuary, AIG Jose R. Gonzalez Executive Officer Senior Vice President, AHAC; 175 Water Street, New York, New York 10038 James C. Roberts Executive Officer Senior Vice President, AHAC; Senior 5 Wood Hollow Road, Vice President of the AIG Domestic Parsippany, New Jersey 07054 Brokerage Group division Charles R. Schader Executive Officer Senior Vice President, AHAC; Senior 175 Water Street, New York, New York 10038 Vice President - Claims, AIG Mark T. Willis Executive Officer Senior Vice President, AHAC; Vice President, AIG 175 Water Street, New York, New York 10038 Timothy J. Executive Officer Senior Vice President, AHAC; 175 Water Street, New York, New York 10038 McAuliffe Jr. President of the AIG Excess Casualty division Robert G. Purdy Executive Officer Senior Vice President, AHAC; 5 Wood Hollow Road, President of the AIG Specialty Parsippany, New Jersey 07054 Workers Compensation division
18 DIRECTORS AND EXECUTIVE OFFICERS OF COMMERCE AND INDUSTRY INSURANCE COMPANY ("C&I") M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 Joseph L. Boren Director and President and Chief Executive 175 Water Street, New York, New York 10038 Executive Officer Officer, C&I Charles Dangelo Director and Senior Vice President, C&I; Senior 110 William Street, New York New York 10038 Executive Officer Vice President and Senior Reinsurance Officer, AIG John Q. Doyle Director Vice President - Domestic General 175 Water Street, New York, New York 10038 Insurance, AIG David N. Fields Director President of the AIG Risk Finance 70 Pine Street, New York, New York 10270 division David L. Herzog Director Senior Vice President & Comptroller, AIG 70 Pine Street, New York, New York 10270 Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, New York 10038 Robert E. Lewis Director Senior Vice President and Chief Risk 70 Pine Street, New York, New York 10270 Officer, AIG Kristian P. Moor Director and Chairman of the Board, C&I; 175 Water Street, New York, New York 10038 Executive Officer Executive Vice President - Domestic General Insurance, AIG Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Investment Officer, AIG Robert S.H. Schimek Director Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038 Executive Officer Officer and Treasurer, C&I; Senior Vice President and Chief Financial Officer of the AIG Domestic Brokerage Group division Nicholas C. Walsh Director Executive Vice President - Foreign General 70 Pine Street, New York, New York 10270 Insurance, AIG Frank H. Douglas, Jr. Executive Officer Senior Vice President, C&I; Senior Vice 70 Pine Street, New York, New York 10270 President and Casualty Actuary, AIG Kenneth V. Harkins Director and Senior Vice President and 175 Water Street, New York, New York 10038 Executive Officer General Counsel, C&I; Deputy General Counsel, AIG John T. O'Brien Executive Officer Chief Operating Officer and Executive 175 Water Street, New York, New York 10038 Vice President, C&I; Executive Vice President and Chief Operating Officer of the AIG Environmental division Charles R. Schader Executive Officer Senior Vice President, C&I; Senior 175 Water Street, New York, New York 10038 Vice President - Claims, AIG
19 DIRECTORS AND EXECUTIVE OFFICERS OF NEW HAMPSHIRE INSURANCE COMPANY ("NHIC") M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 Charles Dangelo Director and Senior Vice President, NHIC; 110 William Street, New York, New York Executive Officer Senior Vice President and Senior 10038 Reinsurance Officer, AIG David N. Fields Director President of the AIG Risk Finance division 70 Pine Street, New York, New York 10270 David L. Herzog Director Senior Vice President & Comptroller, AIG 70 Pine Street, New York, New York 10270 Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, New York 10038 Kristian P. Moor Director and Chairman of the Board, President and 175 Water Street, New York, New York 10038 Executive Officer Chief Executive Officer, NHIC; Executive Vice President - Domestic General Insurance, AIG Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Investment Officer, AIG Robert S.H. Schimek Director and Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038 Executive Officer Officer and Treasurer, NHIC; Senior Vice President and Chief Financial Officer of the AIG Domestic Brokerage Group division Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street, New York, New York 10038 Insurance, AIG Nicholas C. Walsh Director and Senior Vice President, NHIC; 70 Pine Street, New York, New York 10270 Executive Officer Executive Vice President - Foreign General Insurance, AIG Frank H. Douglas, Jr. Executive Officer Senior Vice President, NHIC; 70 Pine Street, New York, New York 10270 Senior Vice President and Casualty Actuary, AIG Kenneth V. Harkins Executive Officer Senior Vice President and General Counsel, 175 Water Street, New York, New York 10038 NHIC; Deputy General Counsel, AIG Charles R. Schader Executive Officer Senior Vice President, NHIC; 175 Water Street, New York, New York 10038 Senior Vice President - Claims, AIG
20 DIRECTORS AND EXECUTIVE OFFICERS OF NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. ("NUFIC") M. Bernard Aidinoff Director Retired Partner, Sullivan & Cromwell LLP Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 Charles Dangelo Director and Senior Vice President, NUFIC; 110 William Street, New York, New York Executive Officer Senior Vice President and 10038 Senior Reinsurance Officer, AIG John Q. Doyle Director and President and Chief Executive Officer, 175 Water Street, New York, New York 10038 Executive Officer NUFIC; Vice President - Domestic General Insurance, AIG David N. Fields Director President of the AIG Risk Finance division 70 Pine Street, New York, New York 10270 David L. Herzog Director Senior Vice President and Comptroller, AIG 70 Pine Street, New York, New York 10270 Worth G. Knight, Jr. Director President - AIG WorldSource division 175 Water Street, New York, NY 10038 Robert E. Lewis Director Senior Vice President and Chief Risk 70 Pine Street, New York, New York 10270 Officer, AIG Kristian P. Moor Director and Chairman of the Board, NUFIC; 175 Water Street, New York, New York 10038 Executive Officer Executive Vice President - Domestic General Insurance, AIG Win J. Neuger Director Executive Vice President and Chief 70 Pine Street, New York, New York 10270 Investment Officer, AIG Robert S.H. Schimek Director and Senior Vice President, Chief Financial 175 Water Street, New York, New York 10038 Executive Officer Officer and Treasurer, NUFIC; Senior Vice President and Chief Financial Officer of the AIG Domestic Brokerage Group division Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street, New York, New York 10038 Insurance, AIG Nicholas C. Walsh Director and Senior Vice President, NUFIC; 70 Pine Street, New York, New York 10270 Executive Officer Executive Vice President - Foreign General Insurance, AIG John R. Benedetto Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038 of the AIG National Accounts Management Liability division Christopher V. Blum Executive Officer Senior Vice President, NUFIC; Senior Vice 175 Water Street, New York, New York 10038 President and Associate General Counsel of the AIG Executive Liability division Frank H. Douglas, Jr. Executive Officer Senior Vice President, NUFIC; 70 Pine Street, New York, New York 10270 Senior Vice President and Casualty Actuary, AIG Heather Fox Executive Officer Senior Vice President, NUFIC; Chief 175 Water Street, New York, New York 10038 Underwriting Officer and Senior Vice President of the AIG Executive Liability division Irwin H. Goldfarb Executive Officer Senior Vice President, NUFIC; Senior Vice 175 Water Street, New York, New York 10038 President and Chief Financial Officer of the AIG Executive Liability division Kenneth V. Harkins Director and Senior Vice President and General Counsel, 175 Water Street, New York, New York 10038 Executive Officer NUFIC; Deputy General Counsel, AIG Brian R. Inselberg Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038 of the AIG Private Company and Not- for-Profit division Scott A. Meyer Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038 of the AIG Financial Institutions division Charles R. Schader Executive Officer Senior Vice President, NUFIC; 175 Water Street, New York, New York 10038 Senior Vice President - Claim, AIG Michael W. Smith Executive Officer Senior Vice President, NUFIC; President 175 Water Street, New York, New York 10038 of AIG Domestic Claims, Inc. Mark T. Willis Executive Officer Senior Vice President, NUFIC; Vice 175 Water Street, New York, New York 10038 President, AIG
21 DIRECTORS AND EXECUTIVE OFFICERS OF STARR INTERNATIONAL COMPANY, INC. Maurice R. Greenberg Chairman of the Chairman of the Board and director, Starr 399 Park Avenue, 17th Floor, New York, New Board and Director International Company, Inc. and C.V. Starr York 10022 & Co., Inc.; Chief Executive Officer, C.V. Starr & Co., Inc.; trustee of C.V. Starr & Co., Inc. Trust; member, director and Chairman of the Board, The Starr Foundation. Joseph C.H. Johnson President and President and Director 101 First Street, Hamilton, Bermuda HM 12 Director Edward E. Matthews Managing Director Managing Director and director, Starr 399 Park Avenue, 17th Floor, New York, New and Director International Company, Inc.; director and York 10022 President, C.V. Starr & Co., Inc.; trustee, C.V. Starr & Co., Inc. Trust; member and director, The Starr Foundation. Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road, Stowe, VT 05672 Lawrence S. Director Private Equity Investor 399 Park Avenue, Greenberg 17th Floor, New York, New York 10022 Bertil P-H Director Executive Vice President 399 Park Avenue, Lundquist and General Counsel, 17th Floor, New York, C.V. Starr & Co., Inc. New York 10022 R. Kendall Director Retired 435 Seaspray Avenue, Nottingham Palm Beach, Florida 33480 Howard I. Smith Director Vice Chairman-Finance and Secretary, C.V. 399 Park Avenue, 17th Floor, New York, NY Starr & Co., Inc. 10022 John J. Roberts Director Retired; Honorary Director, American Concordia Farms P.O. Box 703, Easton, MD International Group, Inc. 21601 Ernest Stempel Director Retired; Honorary Director, American 70 Pine Street, New York, NY 10270 International Group, Inc. Cesar Zalamea Director President and Chief Executive Officer, Suite 1405-7, Two Exchange Square, 8 Starr International Company (Asia), Limited Connaught Place, Central, Hong Kong
DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC. Maurice R. Greenberg Chairman of the (See above) (See above) Board, Director and Chief Executive Officer Howard I. Smith Vice Chairman- (See above) (See above) Finance and Secretary and Director Edward E. Matthews President and (See above) (See above) Director Houghton Freeman Director (See above) (See above) John J. Roberts Director (See above) (See above) Bertil P-H Lundquist Director (See above) (See above) Lawrence S. Greenberg Director (See above) (See above)
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL FOUNDATION, INC. Stuart Osborne President President of Universal Foundation Mercury House and Director 101 Front Street Hamilton HM 12, Bermuda Eligia G. Fernando Director Retired Mercury House 101 Front Street Hamilton HM 12, Bermuda
22 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 Baarerstrasse 101, CH-6300 Zug, Switzerland
DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND CORINNE P. GREENBERG FAMILY FOUNDATION, INC. Maurice R. Greenberg Chairman and (See above) (See above) Director Corinne P. Greenberg President and President and Director, Greenberg Foundation 399 Park Avenue, 17th Floor Director New York, New York 10022 Jeffrey W. Greenberg Vice President and Vice President and Director, Greenberg 399 Park Avenue, 17th Floor Director Foundation New York, New York 10022 Evan G. Greenberg Vice President and President and Chief Executive Officer, ACE 399 Park Avenue, 17th Floor Director Limited New York, New York 10022 Lawrence S. Greenberg Vice President and (See above) (See above) Director Shake Nahapetian Treasurer Administrative Assistant, 399 Park Avenue, 17th Floor C.V. Starr & Co., Inc. New York, New York 10022
DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND CORINNE P. GREENBERG JOINT TENANCY CORPORATION, INC. Maurice R. Greenberg Chairman, CEO, (See above) (See above) President, Treasurer, Secretary and Director
23 EX-99.B 3 y39616aexv99wb.txt EX-99.B: AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER EXHIBIT B AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO.1, dated as of June 8, 2007 (hereinafter called this "Amendment"), to that certain Agreement and Plan of Merger (the "Agreement and Plan of Merger"), dated as of May 15, 2007, among 21st Century Insurance Group, a Delaware corporation (the "Company"), American International Group, Inc., a Delaware corporation ("Parent"), and AIG TW Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement and Plan of Merger. RECITALS WHEREAS, the Company, Parent and Merger Sub desire to make a certain amendment to the Agreement, pursuant to Section 9.2 of the Agreement and Plan of Merger; NOW, THEREFORE, in consideration of the premises and agreements contained herein, the parties hereto agree as follows: 1. Section 7.2(d) of the Agreement and Plan of Merger is hereby amended and restated in its entirety to read as follows: Governmental Consents. All Company Approvals, Parent Approvals and Governmental Consents shall have been obtained or made, and shall have been obtained without the imposition of any term, condition or consequence the acceptance of which would constitute an Adverse Condition. 2. This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. [Signature Page Follows] IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above. 21ST CENTURY INSURANCE GROUP By: /s/ Michael J. Cassanego Name: Michael J. Cassanego Title: Senior Vice President, Secretary and General Counsel AMERICAN INTERNATIONAL GROUP, INC. By: /s/ Brian T. Schreiber Name: Brian T. Schreiber Title: Senior Vice President - Strategic Planning AIG TW CORP. By: /s/ Brian T. Schreiber Name: Brian T. Schreiber Title: President [Amendment No.1 Signature Page] EX-99.C 4 y39616aexv99wc.txt EX-99.C: PRESS RELEASE [NEWS] [AIG LOGO] [21st CENTURY LOGO] Contact: Charlene Hamrah (Investment Community) (212) 770-7074 Joe Norton (News Media) (212) 770-3144 AMERICAN INTERNATIONAL GROUP, INC. COMPLETES ACQUISITION OF 21ST CENTURY INSURANCE GROUP NEW YORK, September 27, 2007 - American International Group, Inc. (AIG) announced that it has completed the previously announced merger of a wholly owned subsidiary of AIG with 21st Century Insurance Group (21st Century). Upon consummation of the merger, AIG acquired the 39.3% of the 21st Century shares it did not previously own. # # # American International Group, Inc. (AIG), world leaders in insurance and financial services, is the leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Paris, Switzerland and Tokyo. # # # EX-99.D 5 y39616aexv99wd.txt AMENDED AND RESTATED AGREEMENT OF JOINT FILING Exhibit D AMENDED AND RESTATED AGREEMENT OF JOINT FILING WHEREAS, American International Group, Inc., a Delaware corporation, American Home Assurance Company, a New York corporation, Commerce and Industry Insurance Company, a New York corporation, National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania corporation and New Hampshire Insurance Company, a Pennsylvania corporation (the "Original Parties") entered into an Agreement of Joint Filing dated as of December 15, 1994 (the "Agreement"); and WHEREAS, the Original Parties desire further to amend and restate the Agreement in order to include AIG Commercial Insurance Group, Inc. and AIG Property Casualty Group, Inc. as additional parties who agree to the joint filing on their behalf of a Statement on Schedule 13D; NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended and restated follows: In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, or any amendments thereto, with respect to the common stock, par value $0.001, of 21st Century Insurance Group and that this Agreement be included as an Exhibit to such filing. Each of the undersigned represents and warrants to the others that the information about it contained in the Statement on Schedule 13D is, and in any amendment thereto will be, true, correct and complete in all material respects and in accordance with all applicable laws. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of September 27, 2007. AMERICAN INTERNATIONAL GROUP, INC. By /s/ Kathleen E. Shannon ------------------------------------ Name: Kathleen E. Shannon Title: Senior Vice President and Secretary AMERICAN HOME ASSURANCE COMPANY By /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer COMMERCE AND INDUSTRY INSURANCE COMPANY By /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer NEW HAMPSHIRE INSURANCE COMPANY By /s/ Robert S. Schimek ------------------------------------ Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer Signature Page to Amended and Restated Agreement of Joint Filing NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA. By /s/ Robert S. Schimek --------------------------------- Name: Robert S. Schimek Title: Senior Vice President, Chief Financial Officer and Treasurer AIG COMMERCIAL INSURANCE GROUP, INC. By /s/ Robert S. Schimek --------------------------------- Name: Robert S. Schimek Title: Chief Financial Officer, Executive Vice President and Treasurer AIG PROPERTY CASUALTY GROUP, INC. By /s/ Robert S. Schimek --------------------------------- Name: Robert S. Schimek Title: Chief Financial Officer, Executive Vice President and Treasurer Signature Page to Amended and Restated Agreement of Joint Filing -----END PRIVACY-ENHANCED MESSAGE-----