Table of Contents
As filed with the Securities and Exchange Commission on May 12, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
American International Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-2592361
(I.R.S. Employer Identification Number)
70 Pine Street
New York, New York 10270
(212) 770-7000
New York, New York 10270
(212) 770-7000
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
area code, of registrant’s principal executive offices)
Kathleen E. Shannon, Esq.
Senior Vice President, Secretary and Deputy General Counsel
American International Group, Inc.
70 Pine Street
New York, New York 10270
(212) 770-7000
Senior Vice President, Secretary and Deputy General Counsel
American International Group, Inc.
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)
Copies to:
Robert W. Reeder III
Ann Bailen Fisher
Robert S. Risoleo
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
Ann Bailen Fisher
Robert S. Risoleo
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the Securities
Act), other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. þ (333-143992 and 333-106040)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act,
check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
| Proposed maximum | Proposed maximum | Amount of | ||||||||||||||
| Title of each class of securities | Amount to be | offering price | aggregate | registration | ||||||||||||
| to be registered | registered (1) | per unit (2) | offering price(2) | fee (3) | ||||||||||||
Purchase Contracts of American International
Group, Inc. (“AIG”) |
||||||||||||||||
Units of AIG (4) |
||||||||||||||||
Junior Subordinated Debentures of AIG |
||||||||||||||||
Common Stock of AIG, par value $2.50 per share
(“common stock”) |
||||||||||||||||
Total
|
$1,966,779,610 | 100 | % | $1,966,779,610 | $77,295 | |||||||||||
| (1) | The registrants previously registered the securities at an aggregate initial offering price not to exceed $22,000,000,000 or the equivalent thereof in one or more other currencies, currency units or composite currencies (or $16,459,681,000 with respect to common stock) on the Registration Statement on Form S-3 (File Nos. 333-143992, 333-143992-01, 333-143992-02 and 333-143992-03), which was declared effective on July 13, 2007. Such previous Registration Statement was a new Registration Statement and also constituted Post-Effective Amendment No. 2 to Registration Statement Nos. 333-106040, 333-106040-01 and 333-106040-02. In accordance with Rule 462(b) promulgated under the Securities Act, and certain interpretations by the U.S. Securities and Exchange Commission, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the remaining amount of the offering price of the securities eligible to be sold under two Registration Statements on Form S-3 (File Nos. 333-143992, 333-143992-01, 333-143992-02 and 333-143992-03; and File Nos. 333-106040, 333-106040-01 and 333-106040-02) is hereby registered. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (3) | The estimated registration fee for the securities has been calculated pursuant to Rule 457(o). |
| (4) | Each Unit will represent an interest in a stock purchase contract and junior subordinated debentures, which may or may not be separable from one another. |
This Registration Statement shall become effective upon filing with the U.S. Securities and
Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
TABLE OF CONTENTS
| EXPLANATORY NOTE AND INCORPORATION BY REFERENCE | ||||||||
| PART II | ||||||||
| Item 16. Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-5: VALIDITY OPINION OF SULLIVAN & CROMWELL LLP | ||||||||
| EX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLP | ||||||||
Table of Contents
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended, to register additional purchase contracts, junior subordinated debentures and
units consisting of the foregoing and additional common stock, par value $2.50 per share, of
American International Group, Inc. (“AIG”), all of which may be offered by AIG at an aggregate
initial offering price not to exceed
$1,966,779,610. This registration statement relates to two previous
Registration Statements on Form S-3 (File Nos. 333-143992 and 333-106040). The latest filed
Registration Statement (File No. 333-143992) was declared effective on July 13, 2007 and
constituted both an independent Registration Statement and Post-Effective Amendment No. 2 to
Registration Statement No. 333-106040. In accordance with Rule 462(b), this registration statement
incorporates by reference the contents of the Registration Statements on Form S-3 (File Nos.
333-143992 and 333-106040), including all amendments, supplements and exhibits thereto.
The required opinions and consents are listed on the exhibit index attached hereto and filed
herewith.
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Table of Contents
Table of Contents
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-3 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 the
12th day of May, 2008.
| American International Group, Inc. (Registrant) |
||||
| By: | /s/ STEVEN J. BENSINGER | |||
| Name: | Steven J. Bensinger | |||
| Title: | Vice Chairman-Financial Services and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated and on the 12th day of May, 2008.
Signature |
Title |
|
| *
|
President, Chief Executive Officer and Director (Principal Executive Officer) |
|
| /s/ Steven J. Bensinger
|
Vice Chairman - Financial Services and Chief Financial Officer (Principal Financial Officer) |
|
| *
|
Senior Vice President and Comptroller (Principal Accounting Officer) |
|
|
|
Director | |
| *
|
Director | |
| *
|
Director | |
| *
|
Director | |
| *
|
Director |
Table of Contents
Signature |
Title |
|
| *
|
Director | |
| *
|
Director | |
| *
|
Director | |
| *
|
Director | |
| *
|
Director | |
| *
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Director | |
| *
|
Director | |
| *
|
Director | |
| *
|
Director | |
| *
|
Director |
| * By: | /s/ Steven J. Bensinger | |||
| Name: | Steven J. Bensinger | |||
| Title: | Attorney-In-Fact | |||
Table of Contents
EXHIBIT INDEX
Exhibit |
||
| No. | Exhibit |
|
5
|
Validity Opinion of Sullivan & Cromwell LLP (filed herewith). | |
23.1
|
Consent of PricewaterhouseCoopers LLP, AIG’s independent registered public accounting firm (filed herewith). | |
23.2
|
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). | |
24
|
Power of Attorney (included in the signature page for AIG of Registration Statement No. 333-143992). |
Exhibit 5
May
12, 2008
American International Group, Inc.,
70 Pine Street,
New York, New York 10270.
70 Pine Street,
New York, New York 10270.
Ladies and Gentlemen:
In connection with the registration under Rule 462(b) of the Securities Act of 1933, as
amended (the “Act”), of
$1,966,779,610 aggregate amount of purchase contracts, junior subordinated
debentures, units composed of the foregoing and shares of common stock, par value $2.50 per share
(the “Common Stock”, and together with the stock purchase contracts, junior subordinated debentures
and units, the “Securities”) of American International Group, Inc. (the “Company”), we, as your
counsel, have examined such corporate records, certificates and other documents, and such questions
of law as we have considered necessary or appropriate for the purposes of this opinion. Upon the
basis of such examination, we advise you that, in our opinion:
(1) When the registration statement relating to the Securities filed pursuant to Rule 462(b)
(the “Registration Statement”) has become effective under the Act, a supplemental indenture,
supplementing the Junior Subordinated Debt Indenture, dated as
-2-
of March 13, 2007 (together, the “Indenture”), between the Company and The Bank of New York, as
Trustee (the “Trustee”), relating to a particular junior subordinated debenture (the “Junior
Subordinated Debenture”) of the Company, has been duly authorized, executed and delivered by the
parties thereto, the terms of such Junior Subordinated Debenture and of its issuance and sale have
been duly established in conformity with the Indenture so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and such Junior Subordinated Debenture has been duly executed and
authenticated in accordance with such Indenture and issued and sold as contemplated by the
Registration Statement, such Junior Subordinated Debenture will constitute a valid and legally
binding obligation of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
(2) When the Registration Statement has become effective under the Act, the terms of the
governing instrument or agreement under which a particular stock purchase contract (a “Purchase
Contract”) is to be issued (the “Purchase Contract Agreement”) by the Company have been duly
established so as not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over the Company, the
Purchase Contract Agreement has been duly authorized, executed and delivered by the parties
thereto, the
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terms of such Purchase Contract and of its issuance and sale have been duly established in
conformity with the Purchase Contract Agreement so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding upon the Company, and so as to
comply with any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and such Purchase Contract has been duly executed and authenticated
in accordance with the Purchase Contract Agreement and issued and sold as contemplated by the
Registration Statement, such Purchase Contract will constitute a valid and legally binding
obligation of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting creditors’ rights and
to general equity principles.
(3) When the Registration Statement has become effective under the Act, the terms of the
agreement pursuant to which a particular unit (a “Unit”) is to be issued (the “Unit Agreement”) by
the Company has been duly established so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company, and so as to
comply with any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, the Unit Agreement has been duly authorized, executed and delivered
by the parties thereto, the terms of such Unit and of its issuance and sale have been duly
established in conformity with the Unit Agreement so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding upon the Company, and so as to
comply with any requirement or restriction imposed by any court or
-4-
governmental body having jurisdiction over the Company, and such Unit has been duly executed and
authenticated in accordance with the Unit Agreement and issued and sold as contemplated by the
Registration Statement, such Unit will constitute a valid and legally binding obligation of the
Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles.
(4) When the Registration Statement has become effective under the Act, the terms of the sale
of the Common Stock have been duly established in conformity with Restated Certificate of
Incorporation of the Company, and the Common Stock has been duly issued and sold as contemplated by
the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the
State of New York and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public officials, officers
of the Company and other sources believed by us to be responsible, and we have assumed that the
Indenture has been duly authorized, executed and delivered by the Trustee, an assumption which we
have not independently verified.
We hereby consent to this filing of this opinion as an exhibit to the Registration Statement
and to the references to us under the heading “Validity of the Securities” in each of the
prospectuses included in the Registration Statement. In giving such consent,
-5-
we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL LLP
/s/ SULLIVAN & CROMWELL LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3
of our report dated February 28, 2008 relating to the financial statements, financial statement
schedules and the effectiveness of internal control over financial reporting, which appears in the
Annual Report on Form 10-K for the year ended December 31, 2007 of American International Group,
Inc.
We also consent to the reference to us under each heading “Experts” in the Registration Statements
on Form S-3 (File Nos. 333-143992 and 333-106040) that are incorporated by reference into this
Registration Statement.
PricewaterhouseCoopers LLP
New York, New York
New York, New York
May 12, 2008
1