AIG SECURITIES LITIGATION-PwC SETTLEMENT
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The Court held a hearing on November 30, 2010, at 3:00 p.m., at the United States District Court for the Southern District of New York, United States Courthouse, 500 Pearl Street, New York, New York 10007. At the hearing, the Court approved the Agreement of Compromise and Settlement in the action as fair, reasonable, adequate and in the best interests of the Class Members. A final judgment was entered by the Court on December 2, 2010.

To visit the AIG Securities Litigation – Company Settlement website please click here.

To visit the AIG Securities Litigation – Starr Defendants Settlement website please click here.

To visit the AIG Securities Litigation – Gen Re Settlement website please click here.

Welcome to the AIG Securities Litigation - PwC Settlement website.

The following is a summary of information presented in more detail in the Notice of Proposed Settlement, Motion for Attorneys’ Fees and Expenses Award and Fairness Hearing (the "Notice"), which Class Members should have received in the mail, and which you can access by clicking on the box with that name to the left. Since this is just a summary, you should see the full Notice for additional details.

Please read this information carefully. If you are a Class Member (as defined below), your rights will be affected by these proceedings and you may be entitled to receive benefits under a proposed settlement.

If You Purchased or Otherwise Acquired Securities Issued by American International Group, Inc. During the Period From October 28, 1999 Through April 1, 2005, Inclusive, (“Class Period”) and Were Damaged Thereby, You May Be Entitled to Share in a $97.5 Million Settlement With Defendant PricewaterhouseCoopers LLP.

All the claims against the Non-Settling Defendants are continuing to be litigated.

Securities Brokers and other Nominees: Please see instructions at the end of the Notice.


Settlement Fairness Hearing

As previously announced, a $97.5 million Settlement between the Lead Plaintiff and defendant PricewaterhouseCoopers LLP (“PwC Settlement”) has been reached and preliminarily approved. The Court held a hearing on November 30, 2010, at 3:00 p.m., at the United States District Court for the Southern District of New York, United States Courthouse, 500 Pearl Street, New York, New York 10007. At the hearing, the Court approved the Agreement of Compromise and Settlement in the action as fair, reasonable, adequate and in the best interests of the Class Members. A final judgment was entered by the Court on December 2, 2010. Please see the links to the left for downloadable copies of certain relevant documents. The deadline for submitting claims, exclusion requests and objections has passed.

The issuance of this Notice is not an expression of the Court’s opinion on the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payment will be made after all appeals, if any, are resolved and after the completion of all claims processing. Please be patient.

What is this case about?
After the first alleged disclosures about the market division fraud were reported to the public on October 14, 2004, ten class action complaints were filed against AIG and others (but not PwC), and the cases were transferred to Judge Laura Taylor Swain. The complaints included class periods of October 28, 1999 to October 15, 2004, and alleged Section 10(b) claims. After hearing fully-briefed motions regarding appointment of a lead plaintiff and lead counsel to pursue the proposed class action, Judge Swain, by order dated February 7, 2005, appointed the Ohio State Funds as Lead Plaintiff; appointed Labaton Sucharow LLP (at the time known as Goodkind Labaton Rudoff & Sucharow LLP) and Hahn Loeser & Parks LLP as Lead Plaintiff’s counsel.

On April 19, 2005, Lead Plaintiff filed a Consolidated First Amended Complaint, which included claims based on both the market division fraud and the accounting fraud, alleged a class period of October 28, 1999 through March 30, 2005, named additional defendants, including PwC; and added claims under Section 11 and 15 of the Securities Act.

On May 16, 2005, the San Francisco Employees’ Retirement System filed a separate, purportedly new securities class action complaint against AIG and others that alleged causes of action based solely on the accounting frauds disclosed in the spring of 2005. After reviewing motions on the appointment of Lead Plaintiff related to this claim, the Court held a hearing on July 18, 2005 and found that the Ohio State Funds would serve as the Lead Plaintiff for all the claims at issue.

Between November and December 2005 defendants in the Action filed motions to dismiss the Action in its entirety, submitting hundreds of pages of briefing and affidavits. The Court denied all of these motions, except one, in April and May 2006. After the denial of the motions, Lead Plaintiff, the Ohio State Funds, and Lead Counsel began to conduct formal discovery into the facts of the case. (Prior to filing its first complaint, Lead Plaintiff’s counsel had engaged in a thorough investigation of the publicly available information about the claims, including contact with former employees of AIG and the other defendants.) Defendants and approximately 42 non-parties have produced approximately 45 million pages of documents, which includes more than 28 million pages produced by PwC. Counsel for Lead Plaintiff has reviewed and analyzed virtually all of the documents produced to date. In addition, Lead Plaintiff has taken more than a dozen fact depositions to date.

On February 20, 2008, Lead Plaintiff moved to certify a litigation class in the Action. In connection with that motion, the Ohio State Funds produced more than 267,000 pages of documents to defendants, and more than 14 witnesses from the Ohio State Funds and their 10 external investment advisers have been deposed. On August 20, 2008, AIG submitted its opposition to class certification and on September 23, 2008, all non-settling defendants submitted their opposition papers. Lead Plaintiff must reply to the opposition briefs and the Court has scheduled a hearing to determine whether the entire Action should be certified for litigation purposes.

As noted above, Lead Plaintiff and PwC have now reached an agreement to settle the claims against PwC in the Action on terms that are summarized here. Lead Plaintiff and PwC, through their counsel, have engaged in substantial arm’s-length negotiations in an effort to resolve all claims that have been or could have been asserted in the Action against PwC. Lead Plaintiff’s counsel and PwC’s counsel have conducted numerous meetings and conferences, including multiple mediation sessions before a former federal judge who acted as an independent mediator, in which the terms of the Settlement detailed here were negotiated.

IMPORTANT DATES & DEADLINES
File a Proof of Claim: Postmarked no later than January 28, 2009
Request an Exclusion:   Deadline has passed
File Objection:   Deadline has passed
Settlement Fairness Hearing: November 30, 2010 at 3:00 p.m. in the United States District Court for the Southern District of New York
The Settlement was Approved.

The Defendants have denied Lead Plaintiffs’ allegations and have vigorously defended the Action. Nonetheless, the Defendants have concluded that further conduct of the Litigation would be protracted and expensive and have, therefore, determined that it is desirable that the Litigation be settled. All the claims against the Non-Settling Defendants are continuing to be litigated.

Terms of the Settlement

In exchange for the Settlement and dismissal of the Released Claims, PwC has agreed to fund a $97.5 million (before interest) account to be divided, after deduction of Court-awarded attorneys’ fees and expenses, Lead Plaintiff expenses, Notice and Administrative Expenses, and any applicable taxes, (“Distribution Amount”) among all Class Members who timely submit valid Proof of Claim forms that show a Recognized Loss. Your share of the fund will depend on several things, including: (1) the amount of Recognized Losses of other Class Members who file valid Proofs of Claim; (2) how many AIG Securities you bought; (3) how much you paid for them; (4) the type of security bought; (5) when you bought them; (6) whether or when you sold them (and, if so, for how much you sold them).

Your Recognized Loss will be calculated according to the formula shown below in the Plan of Allocation. It is unlikely that you will get a payment for your entire Recognized Loss, given the number of potential Class Members with Recognized Losses. After all Class Members have sent in their Proof of Claim forms, the payment you get will be a portion of the Distribution Amount equal to your Recognized Loss divided by the total of all Class Members’ Recognized Losses and multiplied by the total Distribution Amount. (See the Plan of Allocation beginning on page 8 for more information.)

Once all the Proofs of Claim are processed and claims are calculated, Lead Plaintiff’s counsel, without further notice to the Settlement Class, will apply to the Court for an order distributing the Distribution Amount to the members of the Settlement Class. Counsel will also ask the Court to approve payment of the Claims Administrator’s fees and expenses incurred in connection with administering the Settlement that have not already been reimbursed.

The Rights of the Settlement Class Members

If you are a Settlement Class Member, you have the following options:

  • To qualify for a payment, you must timely send in a completed Proof of Claim form with supporting documents (DO NOT SEND ORIGINALS) to the Claims Administrator. A Proof of Claim form is being circulated with this Notice. You may also get a Proof of Claim form on the Internet at the websites for the Claims Administrator: www.AIGSecuritiesLitigationPwCSettlement.com, or Lead Plaintiff’s counsel: www.labaton.com. Please read the instructions carefully, fill out the Proof of Claim form, include all the documents the form asks for, sign it, and mail it to the Claims Administrator by first class mail, postmarked no later than January 28, 2009. The Claims Administrator needs all of the information requested in the Proof of Claim in order to determine what you may be entitled to.

  • Each Class Member will be bound by all determinations and judgments in this Action concerning the Settlement, whether favorable or unfavorable, unless such person mails, by first class mail, a written request for exclusion from the Settlement Class, postmarked no later than December 30, 2008, addressed to In re AIG Securities Litigation – PwC EXCLUSIONS, c/o Complete Claim Solutions, LLC, P.O. Box 9417, Minneapolis, MN 55440-9417. No person may exclude himself, herself or itself from the Settlement Class after this deadline. You may not exclude yourself by telephone or e-mail.

    In order to be valid, each request for exclusion must set forth the name and address of the person or entity requesting exclusion, must state that such person or entity “requests exclusion from the PwC Settlement Class in In re AIG Securities Litigation, Master File No. 04-8141 (JES)” and must be signed by such person or entity. The following information must also be provided: a daytime telephone number; date(s), price(s), and number(s) of shares of all purchases and sales of AIG Securities during the Class Period. Requests for exclusion will not be accepted if the requests do not include the required information or if the requests are not made within the time stated above, unless the requests for exclusion are otherwise accepted by the Court.

    If a Class Member requests to be excluded from the Settlement Class, that Class Member will not receive any benefit provided for in the Stipulation and Agreement of Settlement.


  • If you are a Settlement Class Member and you do not properly exclude yourself from the Class, you will remain a member of the Class, be eligible to share in the settlement fund and be bound by any and all determinations or judgments in the Litigation in connection with the settlement entered into or approved by the Court and will release all of the Released Claims against the Released Persons, whether or not you submit a valid Proof of Claim.

  • Any Class Member who does not request exclusion by December 30, 2008 may ask the Court to consider their objection to any of the matters to be considered at the Fairness Hearing (and may also appear at the Fairness Hearing) provided, however, that no such person shall be heard unless his, her or its objection is made in writing and is filed, together with copies of all other papers and briefs to be submitted to the Court at the Fairness Hearing, by him, her or it (including proof of all purchases and sales of AIG Securities during the Class Period) with the Clerk’s Office at the United States District Court for the Southern District of New York, United States Courthouse, 500 Pearl Street, New York, New York 10007, submitted no later than November 9, 2010, and is served on the same day, by first class mail, hand or overnight delivery to both Counsel for Lead Plaintiff and the Settlement Class and the Attorneys for Defendant PwC as noted on page 15 of the Notice.

Further Information

Further information regarding the Litigation, the Notice and how to file your claim may be obtained by contacting the claim administrator or reading the through the Notice and Proof of Claim link at the left.

IMPORTANT: THIS SITE IS NOT OPERATED BY AIG or PwC. THIS SETTLEMENT IS SUPERVISED BY LEAD PLAINTIFF'S COUNSEL. THE ADMINISTRATOR HANDLES ALL ASPECTS OF CLAIM PROCESSING. THIS IS THE AUTHORIZED WEB SITE FOR THIS SETTTLEMENT; INFORMATION CAN ALSO BE FOUND ON LEAD PLAINTIFF'S COUNSEL'S WEBSITE WWW.LABATON.COM PLEASE DO NOT RELY UPON OTHER SITES THAT SET OUT DIFFERENT AND UNAUTHORIZED INFORMATION.
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