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): August 8, 2002 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)
Item 9. Regulation FD Disclosure. On August 8, 2002, each of the Principal Executive Officer, Maurice R. Greenberg, and the Principal Financial Officer, Howard I. Smith, of American International Group, Inc. ("AIG") made sworn statements, pursuant to Securities and Exchange Commission Order No. 4-460, accompanying AIG's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. A copy of each of these statements is attached hereto as an Exhibit. On August 8, 2002, each of the Principal Executive Officer, Maurice R. Greenberg, and the Principal Financial Officer, Howard I. Smith, of AIG made certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanying AIG's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. A copy of each of these certifications is attached hereto as an Exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN INTERNATIONAL GROUP, INC. (Registrant) By /s/ KATHLEEN E. SHANNON _____________________________________ Name: Kathleen E. Shannon Date: August 8, 2002 Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit 99.1 American International Group, Inc. STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Maurice R. Greenberg, Chairman and Chief Executive Officer of American International Group, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of American International Group, Inc., and, except as corrected or supplemented in a subsequent covered report: - No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with American International Group, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - The Annual Report on Form 10-K for the year ended December 31, 2001, of American International Group, Inc.; - All quarterly reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of American International Group, Inc. filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K identified above; and - Any amendments to any of the foregoing. /s/ Maurice R. Greenberg Subscribed and sworn to before - ------------------------- me this 8th day of August 2002 Maurice R. Greenberg August 8, 2002 /s/ Sandra LeMonds ----------------------------- Notary Public My Commission Expires: April 22, 2006 [Notary Seal] SANDRA A. LeMONDS Notary Public, State of New York No. 01LE5059041 Qualified in New York County Commission Expires April 22, 2006
Exhibit 99.2 American International Group, Inc. STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Howard I. Smith, Vice Chairman and Chief Financial Officer of American International Group, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of American International Group, Inc., and, except as corrected or supplemented in a subsequent covered report: - No covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - No covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with American International Group, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - The Annual Report on Form 10-K for the year ended December 31, 2001, of American International Group, Inc.; - All quarterly reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of American International Group, Inc. filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K identified above; and - Any amendments to any of the foregoing. /s/ Howard I. Smith - ----------------------- Subscribed and sworn to before Howard I. Smith me this 8th day of August 2002 August 8, 2002 /s/ Sandra LeMonds ---------------------------- Notary Public My Commission Expires: April 22, 2006 [Notary Seal] SANDRA A. LeMONDS Notary Public, State of New York No. 01LE5059041 Qualified in New York County Commission Expires April 22, 2006
Exhibit 99.3 American International Group, Inc. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 of American International Group, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Maurice R. Greenberg, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Maurice R. Greenberg -------------------------- Maurice R. Greenberg Chief Executive Officer Date: August 8, 2002
Exhibit 99.4 American International Group, Inc. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 of American International Group, Inc. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Howard I. Smith, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Howard I. Smith ---------------------------------------- Howard I. Smith Chief Financial Officer Date: August 8, 2002