UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 7, 2004 AMERICAN INTERNATIONAL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-8787 13-2592361 (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) 70 Pine Street New York, New York 10270 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 770-7000 ------------------------------------------ (Former name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 - Other Events Item 8.01. Other Events. On December 7, 2004, American International Group, Inc. (AIG) issued two press releases. Copies of the press releases are attached as Exhibit 99.1 and 99.2 to this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN INTERNATIONAL GROUP, INC. (Registrant) Date: December 7, 2004 By /s/ KATHLEEN E. SHANNON ------------------------------------ Name: Kathleen E. Shannon Title: Senior Vice President and Secretary
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of American International Group, Inc. dated December 7, 2004. 99.2 Press Release of American International Group, Inc. dated December 7, 2004.
EXHIBIT 99.1 NEWS [AIG LOGO] Contact: Charlene Hamrah (Investment Community) 212/770-7074 Joe Norton (News Media) 212/770-3144 AIG FILES AMENDMENT TO SHELF REGISTRATION STATEMENT --------------------------------------------------- AND ANNOUNCES NEW MATCHED FUNDED INVESTMENT PROGRAM --------------------------------------------------- NEW YORK, December 7, 2004 - American International Group, Inc. (AIG) today announced that it has filed with the Securities and Exchange Commission (SEC) an amendment to its universal shelf registration statement to increase the amount registered to $25.1 billion of debt securities, preferred and common stock and other securities. The universal shelf registration statement was originally filed with the SEC on June 12, 2003. AIG intends to use up to $20 billion of the registered securities for the offering of notes under new institutional and retail debt programs that will replace AIG SunAmerica's current institutional funding agreement-backed note program (GIC program) in the United States. Subsidiaries of AIG Global Investment Group and AIG Financial Products Corp. will share management of the new matched funded investment program. The amounts registered with the SEC are expected to cover institutional and retail issuances under the new program over approximately the next two years, an issuance level consistent with the current GIC program. The amended universal shelf registration statement, as well as AIG's other financing arrangements, is consistent with current market practice of providing maximum flexibility to respond to future global financing opportunities. AIG has no current plans to issue any equity, equity-linked or capital securities provided for in the registration statement, but intends to continue its customary practice of issuing debt securities from time to time to meet its financing needs and those of certain of its subsidiaries. # # # A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release 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 such state. Copies of the prospectus relating to these securities may be obtained from AIG's Director of Investor Relations, 70 Pine Street, New York, NY 10270, or by telephone at 212-770-6293. # # # American International Group, Inc. (AIG) is the world's leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. AIG member companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In the United States, AIG companies are the largest underwriters of commercial and industrial insurance and AIG American General is a top-ranked life insurer. AIG's global businesses also include retirement services, financial services and asset management. AIG's financial services businesses include aircraft leasing, financial products, trading and market making. AIG's growing global consumer finance business is led in the United States by American General Finance. AIG also has one of the largest U.S. retirement services businesses through AIG SunAmerica and AIG VALIC, and is a leader in asset management for the individual and institutional markets, with specialized investment management capabilities in equities, fixed income, alternative investments and real estate. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in London, Paris, Switzerland and Tokyo. # # # American International Group, Inc. 70 Pine Street, New York, NY 10270
EXHIBIT 99.2 NEWS [AIG LOGO] Contact: Charlene Hamrah (Investment Community) 212/770-7074 Joe Norton (News Media) 212/770-3144 AIG ANNOUNCES EURO MEDIUM TERM NOTE FACILITY -------------------------------------------- FOR NEW MATCHED FUNDED INVESTMENT PROGRAM ----------------------------------------- NEW YORK, December 7, 2004 - American International Group, Inc. (AIG) today announced that it intends to establish a $10 billion euro medium term note program. AIG intends to use this facility to replace the current AIG SunAmerica institutional funding agreement-backed note program (GIC program) for non-U.S. issuances. # # # The securities offered will not be or have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. # # # American International Group, Inc. (AIG) is the world's leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. AIG member companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In the United States, AIG companies are the largest underwriters of commercial and industrial insurance and AIG American General is a top-ranked life insurer. AIG's global businesses also include retirement services, financial services and asset management. AIG's financial services businesses include aircraft leasing, financial products, trading and market making. AIG's growing global consumer finance business is led in the United States by American General Finance. AIG also has one of the largest U.S. retirement services businesses through AIG SunAmerica and AIG VALIC, and is a leader in asset management for the individual and institutional markets, with specialized investment management capabilities in equities, fixed income, alternative investments and real estate. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in London, Paris, Switzerland and Tokyo. # # # American International Group, Inc. 70 Pine Street, New York, NY 10270