As filed with the Securities and Exchange Commission on May 26, 2004
Registration Statement No. 333-
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UNITED STATES
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.)
70 Pine Street, New York, New York 10270
(Address, including zip code, of principal executive offices)
American International Group, Inc. Director Stock Plan
(Full title of the plan)
Kathleen E. Shannon
Senior Vice President, Secretary
and Deputy General Counsel
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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Proposed
Proposed Maximum Amount of
Maximum Aggregate Registration
Title of each Class of Securities Amount to be Offering Price Offering Fee
to be Registered Registered (1) per Share (2) Price (2) (1)(2)
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Common Stock, par value $2.50 per share 100,000 shares $69.93 $6,993,000 $886.01
1. 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 plan.
2. Estimated solely for purposes of calculating the registration fee. This
estimate has been computed in accordance with Rule 457(c) and (h)(1) and is
calculated based upon the average of the high and low sales prices of the Common
Stock of American International Group, Inc. on May 20, 2004, as reported on the
New York Stock Exchange Composite Tape.
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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 of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by American International Group,
Inc., ("AIG") with the Securities and Exchange Commission (the "Commission")
(File No. 1-8787) and are incorporated herein by reference:
(a) AIG's Annual Report on Form 10-K for the year ended December 31,
2003;
(b) AIG's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004; and
(c) 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 after the date hereof pursuant to Section
13(a), 13(c), 14 or 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 will 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 Annual Report on
Form 10-K for the year ended December 31, 2003, incorporated herein by
reference, are so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of that firm as experts in accounting and auditing.
The validity of the shares of Common Stock offered pursuant to the
American International Group, Inc. Director Stock Plan (the "Plan") will be
passed upon by Kathleen E. Shannon, Esq., Senior Vice President and Deputy
General Counsel of AIG. Ms. Shannon is regularly employed by AIG, participates
in various AIG employee benefit plans under which she may receive shares of
Common Stock and currently beneficially owns less than 1% of the outstanding
shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The restated certificate of incorporation of AIG, as amended, provides
that AIG shall indemnify to the full extent permitted by law any person made, or
threatened to be made, a party to an action, suit or
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proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she, his or her testator or intestate is or was a
director, officer or employee of AIG or serves or served any other enterprise at
the request of AIG. Section 6.4 of AIG's by-laws contains a similar provision.
The restated certificate of incorporation, as amended, also provides that
a director will not be personally liable to AIG or its shareholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
the exemption from liability or limitation thereof is not permitted by the
Delaware General Corporation Law.
Section 145 of the Delaware General Corporation Law permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of a company 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
or she 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, AIG 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
AIG hereby undertakes:
(a) (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 of 1933 as amended;
(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 this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a) (1)(i) and (a) (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
Commission by AIG 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 of 1933, 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.
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(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.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of AIG'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of AIG pursuant to the foregoing provisions, or
otherwise, AIG has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by AIG of expenses incurred
or paid by a director, officer or controlling person of AIG in the
successful defense of any action, suit or proceeding) is asserted
against AIG by such director, officer or controlling person in
connection with the securities being registered, AIG 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 Securities Act of 1933 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, 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, State of New York, on this 26th day of May,
2004.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M.R. Greenberg
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Name: M.R. Greenberg
Title: Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M. R. Greenberg, Donald P. Kanak, Howard I. Smith
and Martin J. Sullivan, 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 on Form S-8, 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 for 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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Chairman, Chief Executive Officer and
/s/ M.R. GREENBERG Director (Principal Executive Officer) May 26, 2004
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(M.R. Greenberg)
Vice Chairman, Chief Financial
/s/ HOWARD I. SMITH Officer, Chief Administrative Officer and May 26, 2004
- ------------------------------------ Director (Principal Financial Officer)
(Howard I. Smith)
Vice President and Comptroller
/s/ MICHAEL J. CASTELLI (Principal Accounting Officer) May 26, 2004
- ------------------------------------
(Michael J. Castelli)
/s/ BERNARD AIDINOFF Director May 26, 2004
- ------------------------------------
(M. Bernard Aidinoff)
SIGNATURE TITLE DATE
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/s/ PEI-YUAN CHIA Director May 26, 2004
- ------------------------------------
(Pei-yuan Chia)
/s/ MARSHALL A. COHEN Director May 26, 2004
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(Marshall A. Cohen)
Director
- ------------------------------------
(William S. Cohen)
/s/ MARTIN S. FELDSTEIN Director May 26, 2004
- ------------------------------------
(Martin S. Feldstein)
/s/ ELLEN V. FUTTER Director May 26, 2004
- ------------------------------------
(Ellen V. Futter)
/s/ CARLA A. HILLS Director May 26, 2004
- ------------------------------------
(Carla A. Hills)
/s/ FRANK J. HOENEMEYER Director May 26, 2004
- ------------------------------------
(Frank J. Hoenemeyer)
/s/ RICHARD C. HOLBROOKE Director May 26, 2004
- ------------------------------------
(Richard C. Holbrooke)
/s/ DONALD P. KANAK Director May 26, 2004
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(Donald P. Kanak)
/s/ MARTIN J. SULLIVAN Director May 26, 2004
- ------------------------------------
(Martin J. Sullivan)
/s/ EDMUND S.W. TSE Director May 26, 2004
- ------------------------------------
(Edmund S.W. Tse)
/s/ FRANK G. ZARB Director May 26, 2004
- ------------------------------------
(Frank G. Zarb)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
------ ----------- --------
4 Instruments defining rights of security (Incorporated by reference to
holders American International Group, AIG's Schedule 14A, Definitive
Inc. Director Stock Plan .................... Proxy Statement, dated April 5,
2004, Appendix H)
5 Opinion of Kathleen E. Shannon re validity .. Filed as exhibit hereto.
15 Letter re unaudited interim financial
information ................................. Not applicable.
23 Consents of experts and counsel
(a) PricewaterhouseCoopers LLP. ............. Filed as exhibit hereto.
(b) Kathleen E. Shannon, Esq ................ Included in Exhibit 5.
24 Power of Attorney ........................... Included in signature pages.
EXHIBIT 5
[Letterhead of American International Group, Inc.]
May 26, 2004
American International Group, Inc.
70 Pine Street
New York, New York 10270
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 100,000 shares (the "Securities") of Common Stock, par
value $2.50 per share (the "Common Stock"), of American International Group,
Inc., a Delaware corporation (the "Company"), I, as Senior Vice President and
Deputy General Counsel of the Company, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion, with
respect the Securities to be acquired under the American International Group,
Inc. Director Stock Plan (the "Plan"), when the registration statement relating
to the Securities (the "Registration Statement") has become effective under the
Act and the Securities are duly issued and delivered in accordance with the
terms of the Plan, the Securities will be validly issued, fully paid and
non-assessable.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
With your approval, I have relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by me to be responsible, and I have assumed that the certificates for
the Securities will conform to the specimen thereof examined by me and will be
duly countersigned by a transfer agent and duly registered by a registrar of the
Common Stock, and that the signatures on all documents examined by me are
genuine, assumptions that I have not independently verified.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Kathleen E. Shannon
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Kathleen E. Shannon
Senior Vice President and
Deputy General Counsel
EXHIBIT 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 11, 2004 relating to the
consolidated financial statements and financial statement schedules of American
International Group, Inc. and subsidiaries (the "Company") as of December 31,
2003 and 2002, and for each of the three years in the period ended December 31,
2003, which report is included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2003. We also consent to the reference to our
firm in Item 5 of this Registration Statement on Form S-8.
New York, New York
May 26, 2004
/s/ PricewaterhouseCoopers LLP
