By Hugh Son
Sept. 22 (Bloomberg) -- American International Group Inc. investors trying to derail a U.S. takeover of the insurer may demand a shareholder vote on the $85 billion deal, said a person familiar with the situation.
The investors decided at a New York meeting today to ask AIG for data so they can raise money and keep the U.S. from taking a 79.9 percent stake, said the person, who declined to be identified because talks were private. Maurice ``Hank'' Greenberg, AIG's ex-chief executive officer, and representatives for Eli Broad, Shelby Davis of Davis Selected Advisers LP and Bill Miller of Legg Mason Inc. attended, said the person.
The insurer, crippled by losses tied to the worst U.S. housing slump since the Great Depression, agreed Sept. 16 to turn over control to the government in exchange for a federal loan of as much as $85 billion. The original terms said the U.S. would get warrants equal to a 79.9 percent stake, and that shareholder approval would be sought. A new description filed Sept. 19 omitted any mention of warrants or a shareholder vote.
The investors ``discussed possible alternatives that may exist that could relieve the taxpayers' burden while protecting'' AIG's customers, policyholders and employees, said Mickey Kantor, a lawyer for the shareholders, in a statement today. ``These discussions will continue.''
The group is advised by Roger Altman, CEO of Evercore Partners Inc., and may ask AIG for information on its balance sheet, the person said. Kantor is a former U.S. trade representative and secretary of Commerce in the Clinton administration.
AIG, the largest U.S. insurer by assets, climbed 87 cents, or 23 percent, to $4.72 in New York Stock Exchange trading. The firm sold for more than $72 a share in December 2006.
Control of Company
The shareholders want to make sure that if New York-based AIG pays off its federal loan within the two-year limit, the company will keep or recover the controlling equity stake, the person said. About 35 people, including representatives from Dodge & Cox, met today at the offices of law firm Mayer Brown, where Kantor is a partner.
New York Comptroller Thomas DiNapoli's office was to be represented because the state held 10.8 million AIG shares in a retirement fund as of Sept. 12, his spokesman Jim Fuchs said before the gathering.
Representatives for Broad and Davis didn't immediately return calls seeking comment. Miller declined to comment, spokeswoman Mary Athridge said. Dodge & Cox declined to comment. Greenberg's spokesman Glen Rochkind declined to comment.
`Tricky'
``To pull this off strikes me as terrifically tricky,'' said James Cox, a professor at Duke University who specializes in securities law. ``A defensive takeover by investors of their own firm, on this scale, has never happened before.''
AIG's new CEO Edward Liddy plans to repay the loan before the two-year deadline and told employees Sept. 18 he may decide which assets to sell within two weeks.
The insurer, the biggest in the U.S. by assets, already borrowed $28 billion as of Sept. 17, the Federal Reserve said last week, even though full specifics of the accord with the government haven't been publicly released. The revised terms still give the U.S. ``a 79.9 percent equity interest in AIG,'' the insurer said in its new filing. ``The corporate approvals and formalities necessary to create this equity interest will depend upon its form,'' according to the filing.
Greenberg, 83, who controlled the biggest stake of AIG shares at about 11 percent before the takeover, saw his holdings plunge than $5 billion this month. He has said the takeover might have been avoided if AIG got a bridge loan, tapped private investors and sold assets.
Greenberg was asked about the gathering today by a reporter on the corner of Broadway and 52nd Street, just outside the law firm's office building. ``I don't know what meeting you're talking about,'' he said.
To contact the reporter on this story: Hugh Son in New York at hson1@bloomberg.net
Last Updated: September 22, 2008 20:25 EDT
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