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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1998
REGISTRATION STATEMENT NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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AMERICAN INTERNATIONAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2592361
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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70 PINE STREET, NEW YORK, NEW YORK 10270
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
1996 EMPLOYEE STOCK PURCHASE PLAN
1991 EMPLOYEE STOCK OPTION PLAN(1)
1992 UNITED KINGDOM EMPLOYEE STOCK OPTION PLAN
1996 UNITED KINGDOM EMPLOYEE STOCK OPTION PLAN
1987 EMPLOYEE STOCK OPTION PLAN(1)
1984 EMPLOYEE STOCK PURCHASE PLAN(1)
(FULL TITLE OF THE PLANS)
KATHLEEN E. SHANNON
VICE PRESIDENT
70 PINE STREET
NEW YORK, NEW YORK 10270
(212) 770-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
=========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(2)(3) PER SHARE(4) PRICE(4) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50 par value........ 9,853,125 shares $128.25 $1,263,663,281 $372,781
=========================================================================================================================
1. This Registration Statement registers additional shares of Common Stock
relating to the 1984 Employee Stock Purchase Plan, 1987 Employee Stock Option
Plan and 1991 Employee Stock Option Plan; shares of Common Stock issuable
under the 1984 Employee Stock Purchase Plan, 1987 Employee Stock Option Plan
and 1991 Employee Stock Option Plan were registered under Registration
Statements No. 2-91945, 33-18073 and 33-57250, respectively.
2. This Registration Statement includes up to 3,290,625 shares of Common Stock
that may be reoffered and resold by certain persons who may be deemed
"affiliates" of American International Group, Inc. for purposes of the
registration requirements of the Securities Act of 1933, as amended.
3. This registration statement also relates to an indeterminate number of
additional shares of Common Stock that may be issued pursuant to
anti-dilution and adjustment provisions of the above-referenced plans.
4. Estimated solely for purposes of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) and is based upon
the average of the high and low sales prices of the Common Stock of American
International Group, Inc. on March 23, 1998 as reported on the New York Stock
Exchange Composite Tape.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 9,853,125 shares of common
stock, par value $2.50 per share (the "Common Stock"), of American International
Group, Inc. ("AIG" or the "Company"), which may be issued under AIG's 1984
Employee Stock Purchase Plan (the "1984 Plan"), 1987 Employee Stock Option Plan
(the "1987 Plan"), 1991 Employee Stock Option Plan, as amended (the "1991
Plan"), 1992 United Kingdom Employee Stock Option Plan, 1996 United Kingdom
Employee Stock Option Plan and the 1996 Employee Stock Purchase Plan
(collectively, the "Plans"). This Registration Statement registers additional
shares of Common Stock with respect to the 1984, 1987 and 1991 Plans; the Common
Stock issuable pursuant to such Plans was previously registered under
Registration Statement Nos. 2-91945, 33-18073 and 33-57250, respectively, and
the contents of such Registration Statements are hereby incorporated by
reference herein. The 1992 and 1996 United Kingdom Employee Stock Option Plans
are subplans of the 1991 Plan.
This Registration Statement on Form S-8 also relates to 3,290,625 shares of
Common Stock that may be reoffered and resold from time to time by certain
persons who may be deemed "affiliates" of AIG for purposes of the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH , 1998
PROSPECTUS
3,290,625 SHARES
AMERICAN INTERNATIONAL GROUP, INC.
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
------------------------
This Prospectus relates to up to 3,290,625 shares (the "Shares") of common
stock, par value $2.50 per share (the "Common Stock"), of American International
Group, Inc. ("AIG") that may be acquired by certain persons who may be deemed to
be "affiliates" of AIG for purposes of the registration requirements of the
Securities Act of 1933 (the "Selling Shareholders") under AIG's 1996 Employee
Stock Purchase Plan, 1991 Employee Stock Option Plan, 1992 United Kingdom
Employee Stock Option Plan, 1996 United Kingdom Employee Stock Option Plan, 1987
Employee Stock Option Plan and 1984 Employee Stock Purchase Plan (collectively,
the "Plans").
The Shares may be sold from time to time in one or more transactions (which
may involve block transactions) on the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution".
AIG will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholders. All costs, expenses and fees in connection with the
registration of the Shares, estimated to be approximately $175,000, will be
borne by AIG.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS MARCH , 1998.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SHARES.
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AVAILABLE INFORMATION
AIG is subject to the information requirements of the Securities Exchange
Act of 1934, as amended, (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as at the following Regional Offices: 7 World Trade Center,
13th Floor, New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material may be obtained by mail from the Commission's Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, such as AIG, that file
electronically with the Commission and the address of such Web site is
http://www.sec.gov.
The Common Stock is listed on the New York Stock Exchange and reports,
proxy statements, information statements and other information can be inspected
at such Exchange at 20 Broad Street, New York, New York 10005.
AIG's principal executive offices are located at 70 Pine Street, New York,
New York 10270, and its telephone number is (212) 770-7000.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by AIG with the Commission (File
No. 1-8787) and are incorporated herein by reference:
(1) AIG's Annual Report on Form 10-K for the year ended December 31,
1996;
(2) AIG's Quarterly Report on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997;
(3) AIG's Current Report on Form 8-K, dated February 10, 1998; and
(4) The description of the Common Stock contained in AIG's
Registration Statement on Form 8-A, dated September 20, 1984, filed
pursuant to Section 12(b) of the Securities Exchange Act of 1934.
All documents filed by AIG pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of this offering shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained or
incorporated by reference herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
AIG will provide without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any or
all documents (excluding exhibits unless specifically
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incorporated by reference into such documents) referred to above which have been
or may be incorporated herein by reference. Requests for such documents should
be directed to AIG's Director of Investor Relations, 70 Pine Street, New York,
New York 10270, telephone (212) 770-7575.
SELLING SHAREHOLDERS
The Selling Shareholders will consist of the holders of Shares acquired
under the Plans who may be deemed "affiliates" for purposes of the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Selling Shareholders will be listed in a supplement to this Prospectus. Such
supplement will indicate any relationship which such Selling Shareholder has had
with AIG for the three years preceding the date of such supplement and the
number of Shares which such Selling Shareholder intends to sell pursuant to this
Prospectus.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the New York Stock Exchange, in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Shares may be sold
by one or more of the following: (a) a block trade in which the broker-dealer so
engaged will attempt to sell such Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchase of
such Shares by a broker-dealer as principal and resale by such broker-dealer for
its account pursuant to this Prospectus; (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In effecting sales,
broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders in amounts to be
negotiated in connection with the sales. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities covered by
this Prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this Prospectus.
Commissions and discounts, if any, attributable to the sales of the Shares
will be borne by the Selling Shareholders.
EXPERTS
The consolidated financial statements and schedules of AIG as of December
31, 1995 and 1996 and for each of the three years in the period ended December
31, 1996, included in AIG's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Coopers & Lybrand L.L.P., independent
public accountants, as indicated in their reports with respect thereto, dated
February 20, 1997, and are incorporated by reference into this Prospectus in
reliance thereon upon the authority of said firm as experts in accounting and
auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by AIG with the Commission (File
No. 1-8787) and are incorporated herein by reference:
(1) AIG's Annual Report on Form 10-K for the year ended December 31,
1996;
(2) AIG's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997, June 30, 1997 and September 30, 1997;
(3) AIG's Current Report on Form 8-K, dated February 10, 1998; and
(4) The description of Common Stock contained in the Registration
Statement on Form 8-A, dated September 20, 1984, filed pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
All documents filed by AIG pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold, or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered under Section 12(b) of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of AIG and its subsidiaries and the
related financial statement schedules of AIG included in its most recent Annual
Report on Form 10-K, incorporated herein by reference, are so incorporated in
reliance upon the reports of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
This Registration Statement relates only to previously issued shares of
Common Stock. As a result, no opinion with respect to the validity of the shares
of Common Stock registered hereunder is required.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation of the Company (the
"Certificate") provides that the Company shall indemnify to the full extent
permitted by law any person made, or threatened to be made, a party to an
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he, his testator or intestate is or
was a director, officer or employee of the Company or serves or served any other
enterprise at the request of the Company. Section 6.4 of the Company's By-laws
contains a similar provision.
The Certificate also provides that a director will not be personally liable
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such an exemption from liability
or limitation thereof is not permitted by the Delaware General Corporation Law
(the "GCL").
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Section 145 of the GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of the
registrant in the event of pending or threatened civil, criminal, administrative
or investigative proceedings, if such person was, or was threatened to be made,
a party by reason of the fact that he is or was a director, officer or employee
of the Company. Section 145 also provides that the indemnification provided for
therein shall not be deemed exclusive of any other rights to which those seeking
indemnification may otherwise be entitled. In addition, the registrant and its
subsidiaries maintain a directors' and officers' liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any
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action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 25th day of
March, 1998.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ M. R. GREENBERG
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(M. R. Greenberg, Chairman)
KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M.R. Greenberg, Edward E. Matthews and Howard I.
Smith, and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
herewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing required and necessary to be done in
and about the foregoing as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M.R. GREENBERG Chairman, Chief Executive March 25, 1998
- --------------------------------------------------- Officer, and Director
(M.R. Greenberg) (Principal Executive Officer)
/s/ HOWARD I. SMITH Executive Vice President and March 25, 1998
- --------------------------------------------------- Director (Principal Financial
(Howard I. Smith) and Accounting Officer)
/s/ M. BERNARD AIDINOFF Director March 25, 1998
- ---------------------------------------------------
(M. Bernard Aidinoff)
Director
- ---------------------------------------------------
(Lloyd M. Bentsen)
/s/ PEI-YUAN CHIA Director March 25, 1998
- ---------------------------------------------------
(Pei-yuan Chia)
/s/ MARSHALL A. COHEN Director March 25, 1998
- ---------------------------------------------------
(Marshall A. Cohen)
/s/ BARBER B. CONABLE, JR. Director March 25, 1998
- ---------------------------------------------------
(Barber B. Conable, Jr.)
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ MARTIN S. FELDSTEIN Director March 25, 1998
- ---------------------------------------------------
(Martin S. Feldstein)
/s/ LESLIE L. GONDA Director March 25, 1998
- ---------------------------------------------------
(Leslie L. Gonda)
/s/ EVAN G. GREENBERG Director March 25, 1998
- ---------------------------------------------------
(Evan G. Greenberg)
/s/ CARLA A. HILLS Director March 25, 1998
- ---------------------------------------------------
(Carla A. Hills)
/s/ FRANK J. HOENEMEYER Director March 25, 1998
- ---------------------------------------------------
(Frank J. Hoenemeyer)
/s/ EDWARD E. MATTHEWS Director March 25, 1998
- ---------------------------------------------------
(Edward E. Matthews)
/s/ DEAN P. PHYPERS Director March 25, 1998
- ---------------------------------------------------
(Dean P. Phypers)
Director
- ---------------------------------------------------
(Thomas R. Tizzio)
/s/ EDMUND S.W. TSE Director March 25, 1998
- ---------------------------------------------------
(Edmund S.W. Tse)
Director
- ---------------------------------------------------
(Frank G. Wisner)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
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4 (a) The Registrant's 1996 Employee Stock
Purchase Plan........................ Filed as exhibit to American
International Group, Inc.'s Definitive
Proxy Statement dated April 2, 1996 (File
No. 1-8787) and incorporated herein by
reference.
(b) The Registrant's 1991 Employee Stock
Option Plan.......................... Filed as exhibit to American
International Group, Inc.'s Definitive
Proxy Statement dated April 4, 1997 (File
No. 1-8787) and incorporated herein by
reference.
(c) The Registrant's 1987 Employee Stock
Option Plan.......................... Filed as exhibit to American
International Group, Inc.'s Definitive
Proxy Statement dated April 6, 1987 (File
No. 0-4652) and incorporated herein by
reference.
(d) The Registrant's 1984 Employee Stock
Purchase Plan........................ Filed as exhibit to American
International Group, Inc.'s Registration
Statement (File No. 2-91945) and
incorporated herein by reference.
5 Opinion re validity...................... Not applicable.
15 Letter re unaudited interim financial
information............................ None.
23 Consents of experts and counsel
(a) Coopers & Lybrand L.L.P.............. Filed as exhibit hereto.
24 Power of Attorney........................ Included in signature pages.
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and in the Prospectus which forms a part of the Registration
Statement of our report dated February 20, 1997, on our audits of the
consolidated financial statements and financial statement schedules of American
International Group, Inc. and subsidiaries as of December 31, 1996 and 1995, and
for each of the three years in the period ended December 31, 1996, which report
is included in the Company Annual Report on Form 10-K. We also consent to the
reference to our firm in Item 5 of the Registration Statement and under the
caption "Experts" in the Prospectus.
COOPERS & LYBRAND L.L.P.
New York, New York
March 25, 1998
