AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 2004
REGISTRATION NO. 333-107945
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-4
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 6331 13-2592361
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
70 PINE STREET
NEW YORK, NEW YORK 10270
(212) 770-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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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
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
ROBERT W. REEDER, ESQ.
SULLIVAN & CROMWELL LLP
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this registration
statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MARCH 22, 2004
AMERICAN INTERNATIONAL GROUP, INC.
OFFER TO EXCHANGE
$500,000,000 2.875% Notes Due 2008; and
$1,000,000,000 4.250% Notes Due 2013
FOR ANY AND ALL OUTSTANDING
2.875% Notes Due 2008; and
4.250% Notes Due 2013
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THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2004, UNLESS
EXTENDED BY US
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The terms of the new notes are substantially identical to the terms of the
old notes, except that the new notes are registered under the Securities Act of
1933 and the transfer restrictions and registration rights and related
additional interest provisions currently applicable to the old notes do not
apply to the new notes.
We do not intend to apply for listing of the new notes on any securities
exchange or to arrange for them to be quoted on any automated quotation system.
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SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF FACTORS YOU
SHOULD CONSIDER BEFORE TENDERING YOUR OLD NOTES FOR NEW NOTES.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is March , 2004
TABLE OF CONTENTS
PAGE
----
Cautionary Statement Pursuant to the Private Securities
Litigation Reform Act of 1995............................. i
Where You Can Find More Information......................... ii
Prospectus Summary.......................................... 1
Risk Factors................................................ 6
Use of Proceeds............................................. 6
Ratio of Earnings to Fixed Charges.......................... 6
The Exchange Offer.......................................... 7
Description of the New Notes................................ 15
Important Federal Income Tax Considerations................. 24
Plan of Distribution........................................ 24
Validity of the Notes....................................... 25
Independent Accountants..................................... 25
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
INFORMATION CONTAINED IN DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS AN OFFER TO EXCHANGE ONLY
THE NOTES OFFERED BY THIS PROSPECTUS AND ONLY UNDER CIRCUMSTANCES AND IN
JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF ITS DATE.
CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
We have included or incorporated by reference in this prospectus statements
that may constitute "forward-looking statements" within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are not historical facts but instead represent only
AIG's belief regarding future events, many of which, by their nature, are
inherently uncertain and outside of AIG's control. It is possible that AIG's
actual results may differ, possibly materially, from the anticipated results
indicated in these forward-looking statements.
Information regarding important factors that could cause actual results to
differ, perhaps materially, from those in our forward-looking statements is
contained under the caption "Cautionary Statement Regarding Forward-Looking
Information" in AIG's Annual Report on Form 10-K for the year ended December 31,
2003, which is incorporated into this prospectus by reference. See "Where You
Can Find More Information" below for information about how to obtain a copy of
the Annual Report.
i
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. These reports, proxy statements
and other information can be inspected and copied at:
SEC Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information.
AIG's filings are also available to the public through:
- The SEC web site at http://www.sec.gov
- The New York Stock Exchange
20 Broad Street
New York, New York 10005
AIG's common stock is listed on the NYSE and trades under the symbol "AIG."
The SEC allows AIG to "incorporate by reference" the information AIG files
with the SEC, which means that AIG can disclose important information to you by
referring to those documents. The information incorporated by reference in this
prospectus is considered to be part of this prospectus. Any reports filed by AIG
with the SEC after the date of this prospectus and until the exchange offer is
completed will automatically update, and where applicable, supercede any
information contained in this prospectus or incorporated by reference in this
prospectus. AIG incorporates by reference into this prospectus the document
listed below and any filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934 after the time of initial filing
of the registration statement and before effectiveness of the registration
statement, and after the date of this prospectus and until the exchange offer is
completed. This prospectus is a part of a registration statement AIG filed with
the SEC and does not contain all of the information in the registration
statement. Whenever a reference is made in the prospectus to a document, please
be aware that the reference is only a summary and that you should refer to the
exhibits that are a part of the registration statement for a copy of the
document. You may review a copy of the registration statement at the SEC's
public reference room or its web site, as set forth above.
- Annual Report on Form 10-K for the year ended December 31, 2003.
We will provide without charge a copy of this filing, other than any
exhibits unless the exhibits are specifically incorporated by reference into
this prospectus.
Requests for such documents should be directed to AIG's Director of
Investor Relations, 70 Pine Street, New York, New York 10270, telephone (212)
770-6293.
IN ORDER TO ENSURE TIMELY DELIVERY OF THE REQUESTED DOCUMENTS, REQUESTS
SHOULD BE MADE NO LATER THAN APRIL , 2004. In the event that we extend the
exchange offer, you must submit your request at least five business days before
the expiration date, as extended.
ii
PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
and does not contain all of the information that you should consider before
participating in this exchange offer. You should read the entire prospectus, the
accompanying letter of transmittal and documents incorporated by reference
carefully.
AMERICAN INTERNATIONAL GROUP, INC.
AIG, a Delaware corporation, is a holding company which through its
subsidiaries is engaged in a broad range of insurance and insurance-related
activities in the United States and abroad. AIG's primary activities include
both general and life insurance operations. Other significant activities include
financial services and retirement savings and asset management.
AIG's principal executive offices are located at 70 Pine Street, New York,
New York 10270, and its telephone number is 212-770-7000.
THE EXCHANGE OFFER
The Exchange Offer............ We are offering to exchange up to
$1,500,000,000 principal amount of our new
notes which have been registered under the
Securities Act for a like principal amount of
our old notes. You may tender old notes only in
integral multiples of $1,000 principal amount.
You should read the discussion under the
heading "The Exchange Offer" below for further
information about the exchange offer and resale
of the new notes.
Expiration Date............... 5:00 p.m., New York City time, on ,
2004, unless we extend the exchange offer.
Resale of New Notes........... Based on interpretive letters of the SEC staff
to third parties, we believe that you may
resell and transfer the new notes issued
pursuant to the exchange offer in exchange for
old notes without compliance with the
registration and prospectus delivery provisions
of the Securities Act of 1933, if you:
- are not a broker-dealer that acquired the old
notes from us or in market-making
transactions;
- acquire the new notes in the ordinary course
of your business;
- do not have an arrangement or understanding
with any person to participate in the
distribution of the new notes; and
- are not our affiliate as defined under Rule
405 of the Securities Act of 1933.
If you fail to satisfy any of these conditions,
you must comply with the registration and
prospectus delivery requirements of the
Securities Act in connection with a resale of
the new notes.
Broker-dealers that acquired old notes directly
from us, but not as a result of market-making
activities or other trading activities, must
comply with the registration and prospectus
delivery requirements of the Securities Act in
connection with a resale of the new notes.
Each broker-dealer that receives new notes for
its own account pursuant to the exchange offer
in exchange for old notes that it acquired as a
result of market-making or other trading
activities must deliver a prospectus in
connection with any resale of the new notes and
provide us with a signed acknowledgement of
this obligation.
1
Consequences If You Do Not
Exchange Your Old Notes....... Old notes that are not tendered in the exchange
offer or are not accepted for exchange will
continue to bear legends restricting their
transfer. You will not be able to offer or sell
the old notes unless:
- an exemption from the requirements of the
Securities Act is available to you; or
- you sell the old notes outside the United
States in accordance with Regulation S under
the Securities Act.
Conditions to the Exchange
Offer......................... The exchange offer is subject to certain
conditions, which we may waive, as described
below under "The Exchange Offer -- Conditions
to the Exchange Offer."
Procedures for Tendering Old
Notes......................... If you wish to accept the exchange offer, the
following must be delivered to the exchange
agent:
- an agent's message from The Depository Trust
Company, which we refer to as DTC, stating
that the tendering participant agrees to be
bound by the letter of transmittal and the
terms of the exchange offer;
- your old notes by timely confirmation of
book-entry transfer through DTC; and
- all other documents required by the letter of
transmittal.
These actions must be completed before the
expiration of the exchange offer.
You must comply with DTC's standard procedures
for electronic tenders, by which you will agree
to be bound by the letter of transmittal.
Guaranteed Delivery Procedures
for Tendering Old Notes....... If you cannot meet the expiration deadline,
deliver any necessary documentation or comply
with the applicable procedures under DTC
standard operating procedures for electronic
tenders in a timely fashion, you may tender
your old notes according to the guaranteed
delivery procedures set forth under "The
Exchange Offer -- Guaranteed Delivery
Procedures."
Withdrawal Rights............. You may withdraw your tender of old notes any
time before the exchange offer expires.
Tax Consequences.............. The exchange pursuant to the exchange offer
generally will not be a taxable event for U.S.
federal income tax purposes. See "Important
Federal Income Tax Considerations."
Use of Proceeds............... We will not receive any proceeds from the
exchange or the issuance of new notes in
connection with the exchange offer.
Exchange Agent................ The Bank of New York is serving as exchange
agent in connection with the exchange offer.
The address and telephone number of the
exchange agent are set forth under "The
Exchange Offer -- Exchange Agent."
2
THE NEW NOTES
Issuer........................ The new notes will be the obligations of AIG.
The New Notes................. - $500,000,000 of 2.875% Notes Due 2008; and
- $1,000,000,000 of 4.250% Notes Due 2013.
The form and terms of the new notes are the
same as the form and terms of the old notes of
that series, except that:
- the new notes will be registered under the
Securities Act and will therefore not bear
legends restricting their transfer; and
- the new notes will not contain provisions for
payment of additional interest in case of
non-registration.
The same indenture, as supplemented on May 15,
2003, will govern both the old notes and the
new notes. You should read the discussion under
the heading "Description of the New Notes"
below for further information about the new
notes.
Maturity Dates................ May 15, 2008 for the 2.875% Notes Due 2008.
May 15, 2013 for the 4.250% Notes Due 2013.
Interest Payment Dates........ May 15 and November 15, commencing on May 15,
2004.
Optional Redemption........... Like the old notes, the new notes are
redeemable at our option at any time, in whole
or in part at the redemption prices described
under "Description of the New Notes -- Optional
Redemption" below.
Ranking....................... Like the old notes, the new notes will be our
unsecured obligations and will rank equally
with all of our other unsecured and
unsubordinated and senior indebtedness.
Further Issues................ We may create and issue further notes of either
series ranking equally and ratably with the new
notes of that series in all respects, so that
those further notes would be consolidated and
form a single series with the new notes of that
series.
Trustee....................... The Bank of New York
3
SELECTED FINANCIAL INFORMATION
The following selected consolidated financial data, which has been restated
to give retroactive effect to AIG's acquisitions of American General Corporation
and SunAmerica Inc. on a pooling of interests basis, is presented in accordance
with generally accepted accounting principles. This data should be read in
conjunction with the financial statements and accompanying notes included in
AIG's Annual Report on Form 10-K for the year ended December 31, 2003, which is
incorporated by reference herein.
YEARS ENDED DECEMBER 31, 2003 2002 2001 2000 1999
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(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Revenues(a):
Premiums and other considerations......... $ 54,613 $ 44,589 $ 38,428 $ 34,570 $ 31,020
Net investment income..................... 16,662 15,034 13,977 12,663 11,449
Realized capital gains (losses)........... (1,433) (2,441) (836) (314) 103
Other revenues............................ 11,461 10,300 10,197 9,419 8,162
Total revenues.............................. 81,303 67,482 61,766 56,338 50,734
Benefits and expenses:
Incurred policy losses and benefits....... 46,886 41,927 35,054 30,864 27,495
Insurance acquisition and other operating
expenses............................... 20,509 17,413 16,556 15,136 13,840
Acquisition, restructuring and related
charges................................ -- -- 2,017 315 -
Total benefits and expenses................. 67,395 59,340 53,627 46,315 41,335
Income before income taxes, minority
interest and cumulative effect of
accounting changes(b)..................... 13,908 8,142 8,139 10,023 9,399
Income taxes................................ 4,264 2,328 2,339 2,971 2,833
Income before minority interest and
cumulative effect of accounting changes... 9,644 5,814 5,800 7,052 6,566
Minority interest........................... (379) (295) (301) (413) (380)
Income before cumulative effect of
accounting changes........................ 9,265 5,519 5,499 6,639 6,186
Cumulative effect of accounting changes, net
of tax.................................... 9 -- (136) -- --
Net income.................................. 9,274 5,519 5,363 6,639 6,186
Earnings per common share(c):
Basic
Income before cumulative effect of
accounting changes................... 3.55 2.11 2.10 2.55 2.37
Cumulative effect of accounting
changes, net of tax.................. -- -- (0.05) -- --
Net income............................. 3.55 2.11 2.05 2.55 2.37
Diluted
Income before cumulative effect of
accounting changes................... 3.53 2.10 2.07 2.52 2.34
Cumulative effect of accounting
changes, net of tax.................. -- -- (0.05) -- --
Net income............................. 3.53 2.10 2.02 2.52 2.34
Cash dividends per common share(d).......... .22 .18 .16 .14 .13
Total assets................................ 678,346 561,229 493,061 426,671 383,685
Long-term debt(e)
Guaranteed by AIG...................... 6,427 5,259 5,539 2,370 1,968
Matched/not guaranteed by AIG.......... 64,913 57,514 48,300 38,906 34,261
Commercial paper
Guaranteed by AIG...................... 1,223 1,645 3,370 1,565 1,363
Not guaranteed by AIG.................. 4,715 7,467 8,522 11,482 8,718
Shareholders' equity........................ 71,253 59,103 52,150 47,439 39,641
4
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(a) Represents the sum of general insurance net premiums earned, GAAP life
premiums, net investment income, financial services commissions, transaction
and other fees, retirement savings & asset management commissions and other
fees, and realized capital gains (losses).
(b) Includes net loss reserve charge of $2.8 billion in 2002 and World Trade
Center losses of $900 million in 2001.
(c) Per share amounts for all periods presented have been retroactively adjusted
to reflect all stock dividends and splits and reflect the adoption of the
Statement of Financial Accounting Standards No. 128 "Earnings per Share."
(d) Cash dividends have not been restated to reflect dividends paid by American
General Corporation which was acquired by AIG on August 29, 2001.
(e) Including the portion of long-term debt maturing in less than one year.
5
RISK FACTORS
Before tendering old notes in the exchange offer, you should consider
carefully each of the following risks and all other information contained in
this prospectus.
IF YOU FAIL TO EXCHANGE THE OLD NOTES, THEY WILL REMAIN SUBJECT TO TRANSFER
RESTRICTIONS
Any old notes that remain outstanding after this exchange offer will
continue to be subject to restrictions on their transfer. After this exchange
offer, holders of old notes will not have any further rights to have their old
notes exchanged for new notes or registered under the Securities Act. The
liquidity of the market for old notes that are not exchanged could be adversely
affected by this exchange offer and you may be unable to sell your old notes.
LATE DELIVERIES OF OLD NOTES AND OTHER REQUIRED DOCUMENTS COULD PREVENT A HOLDER
FROM EXCHANGING ITS OLD NOTES
Noteholders are responsible for complying with all exchange offer
procedures. The issuance of new notes in exchange for old notes will only occur
upon completion of the procedures described in this prospectus under "The
Exchange Offer." Therefore, holders of old notes who wish to exchange them for
new notes should allow sufficient time for timely completion of the exchange
procedure. Neither we nor the exchange agent are obligated to extend the offer
or notify you of any failure to follow the proper procedure.
IF YOU ARE A BROKER-DEALER, YOUR ABILITY TO TRANSFER THE NEW NOTES MAY BE
RESTRICTED
A broker-dealer that purchased old notes for its own account as part of
market-making or trading activities must deliver a prospectus when it sells the
new notes. Our obligation to make this prospectus available to broker-dealers is
limited. Consequently, we cannot guarantee that a proper prospectus will be
available to broker-dealers wishing to resell their new notes.
THERE HAS NOT BEEN, AND THERE MAY NOT BE, A PUBLIC MARKET FOR THE NEW NOTES
The new notes are a new issuance of securities. There can be no assurance
as to the development of any market or the liquidity of any market that may
develop for the new notes. The liquidity of, and trading markets for, the new
notes may also be adversely affected by general economic conditions and by our
financial performance.
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer. In consideration
for issuing the new notes, we will receive old notes from you in the same
principal amount. The old notes surrendered in exchange for the new notes will
be retired and canceled and cannot be reissued. Accordingly, issuance of the new
notes will not result in any change in our indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth (i) the historical ratios of earnings to
fixed charges of AIG and its consolidated subsidiaries and (ii) the secondary
historical ratios of earnings to fixed charges of AIG and its consolidated
subsidiaries, in each case for the periods indicated. For more information on
our consolidated ratios of earnings to fixed charges, see our Annual Report on
Form 10-K for the year ended December 31, 2003, which is incorporated by
reference into this prospectus as described under "Where You Can Find More
Information."
YEAR ENDED DECEMBER 31,
--------------------------------
2003 2002 2001 2000 1999
---- ---- ---- ---- ----
Ratio of earnings to fixed charges................. 3.34 2.50 2.43 2.96 3.37
Secondary ratio of earnings to fixed charges....... 7.53 4.85 4.48 5.34 5.75
6
The secondary ratio is disclosed for the convenience of fixed income
investors and the rating agencies that serve them and is more comparable to the
ratios disclosed by other issuers of fixed income securities. The secondary
ratio removes interest credited to guaranteed investment contract, or GIC,
policyholders and guaranteed investment agreement, or GIA, contractholders. Such
expenses are also removed from earnings used in this calculation. GICs and GIAs
are entered into by AIG's insurance subsidiaries, principally SunAmerica Life
Insurance Company and AIG Financial Products Corp. and its subsidiaries,
respectively. The proceeds from GICs and GIAs are invested in a diversified
portfolio of securities, primarily investment grade bonds. The assets acquired
yield rates greater than the rates on the related policyholders obligation or
contract, with the intent of earning a profit from the spread.
Earnings represent:
- Income from operations before income taxes and adjustments for minority
interest
plus
- Fixed charges other than capitalized interest
- Amortization of capitalized interest
- The distributed income of equity investees
less
- The minority interest in pre-tax income of subsidiaries that do not have
fixed charges.
Fixed charges include:
- Interest, whether expensed or capitalized
- Amortization of debt issuance costs
- One-third of rental expense. Our management believes this is
representative of the interest factor.
As of the date of this prospectus, we have no preferred stock outstanding.
THE EXCHANGE OFFER
The following summary of the exchange and registration rights agreement and
letter of transmittal is not complete and is subject to, and is qualified in its
entirety by, all of the provisions of the exchange and registration rights
agreement and the letter of transmittal, each of which is filed as an exhibit to
the registration statement of which this prospectus is part. See "Where You Can
Find More Information" for information on how you can obtain copies of the
exchange and registration rights agreement and the letter of transmittal.
PURPOSE AND EFFECT OF EXCHANGE OFFER; REGISTRATION RIGHTS
We are offering to exchange our 2.875% Notes Due 2008 and 4.250% Notes Due
2013, which have been registered under the Securities Act and which we refer to
as the new notes, for our outstanding 2.875% Notes Due 2008 and 4.250% Notes Due
2013, which have not been so registered and which we refer to as the old notes.
We refer to this exchange offer as the exchange offer.
The old notes were purchased by Citigroup Global Markets Inc., Banc of
America Securities LLC and Goldman, Sachs & Co., whom we refer to as the initial
purchasers, on May 15, 2003 for resale to qualified institutional buyers in
compliance with Rule 144A under the Securities Act and outside of the United
States in compliance with Regulation S under the Securities Act. In connection
with the sale of the old notes, we and the initial purchasers entered into an
exchange and registration rights agreement, dated May 15, 2003, which requires
us, among other things,
- to file with the SEC an exchange offer registration statement under the
Securities Act with respect to new notes identical in all material
respects to the old notes, to use commercially reasonable efforts to
cause this registration statement to be declared effective under the
Securities Act and to make an exchange offer for the old notes as
discussed below, or
7
- in very limited circumstances to register the old notes on a shelf
registration statement under the Securities Act.
We are obligated, upon the effectiveness of the exchange offer registration
statement referred to above, to offer the holders of the old notes the
opportunity to exchange their old notes for a like principal amount of new notes
which will be issued without a restrictive legend and may be reoffered and
resold by the holder generally without restrictions or limitations under the
Securities Act. The exchange offer is being made pursuant to the exchange and
registration rights agreement to satisfy our obligations under that agreement.
Under the terms of the old notes and the registration rights agreement,
additional interest accrues on the old notes until the exchange offer is
completed. However, once the exchange offer is completed, no additional interest
will accrue on any old note.
TERMS OF THE EXCHANGE OFFER
For each of the old notes properly surrendered and not withdrawn before the
expiration date of the exchange offer, a new note having a principal amount
equal to that of the surrendered old note will be issued.
The form and terms of the new notes will be the same as the form and terms
of the old notes of that series except that:
- the new notes will be registered under the Securities Act and, therefore,
the global securities representing the new notes will not bear legends
restricting the transfer of interests in the new notes; and
- the new notes will not contain provisions for payment of additional
interest in case of non-registration.
The new notes will evidence the same indebtedness as the old notes they
replace, and will be issued under, and be entitled to the benefits of, the same
indenture that authorized the issuance of the old notes. As a result, each
series of old notes and the respective replacement new notes will be treated as
a single series of notes under the indenture.
No interest will be paid in connection with the exchange. The new notes
will bear interest from and including the last interest payment date on which
interest has been paid on the old notes. Accordingly, the holders of old notes
that are accepted for exchange will not receive accrued but unpaid interest on
old notes at the time of tender. Rather, that interest will be payable on the
new notes delivered in exchange for the old notes on the first interest payment
date after the expiration date.
We intend to conduct the exchange offer in accordance with the provisions
of the exchange and registration rights agreement and the applicable
requirements of the Securities Exchange Act of 1934 and the related rules and
regulations of the SEC thereunder.
Under existing SEC interpretations, the new notes would generally be freely
transferable after the exchange offer without further registration under the
Securities Act, except that broker-dealers receiving the new notes in the
exchange offer will be subject to a prospectus delivery requirement with respect
to their resale. This view is based on interpretations by the staff of the SEC
in no-action letters issued to other issuers in exchange offers like this one.
We have not, however, asked the SEC to consider this particular exchange offer
in the context of a no-action letter. Therefore, the SEC might not treat it in
the same way it has treated other exchange offers in the past. You will be
relying on the no-action letters that the SEC has issued to third parties in
circumstances that we believe are similar to ours. Based on these no-action
letters, the following conditions must be met:
- you must not be a broker-dealer that acquired the old notes from us or in
market-making transactions;
- you must acquire the new notes in the ordinary course of your business;
- you must have no arrangements or understandings with any person to
participate in the distribution of the new notes within the meaning of
the Securities Act; and
- you must not be an affiliate of ours, as defined in Rule 405 of the
Securities Act.
8
If you wish to exchange old notes for new notes in the exchange offer you
must represent to us that you satisfy all of the above listed conditions. If you
do not satisfy all of the above listed conditions:
- you cannot rely on the position of the SEC set forth in the no-action
letters referred to above; and
- you must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a resale of the new
notes.
The SEC considers broker-dealers that acquired old notes directly from us,
but not as a result of market-making activities or other trading activities, to
be making a distribution of the new notes if they participate in the exchange
offer. Consequently, these broker-dealers must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
resale of the new notes.
A broker-dealer that has bought old notes for market-making or other
trading activities must deliver a prospectus in order to resell any new notes it
receives for its own account in the exchange offer. The SEC has taken the
position that broker-dealers may fulfill their prospectus delivery requirements
with respect to the new notes by delivering the prospectus contained in the
registration statement for the exchange offer. This prospectus may be used by a
broker-dealer to resell any of its new notes. We have agreed in the exchange and
registration rights agreement to send a prospectus to any broker-dealer that
requests copies in the notice and questionnaire included in the letter of
transmittal accompanying the prospectus for a period of up to 30 days after the
date of expiration of this exchange offer.
Unless you are required to do so because you are a broker-dealer, you may
not use this prospectus for an offer to resell, resale or other retransfer of
new notes. We are not making this exchange offer to, nor will we accept tenders
for exchange from, holders of old notes in any jurisdiction in which the
exchange offer or the acceptance of it would not be in compliance with the
securities or blue sky laws of that jurisdiction.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The expiration date for the exchange offer is 5:00 p.m., New York City
time, on , 2004. We may extend this expiration date in our sole
discretion. If we so extend the expiration date, the term "expiration date"
shall mean the latest date and time to which we extend the exchange offer.
We reserve the right, in our sole discretion:
- to delay accepting any old notes;
- to extend the exchange offer;
- to terminate the exchange offer if, in our sole judgment, any of the
conditions described below under "-- Conditions to the Exchange Offer"
shall not have been satisfied; or
- to amend the terms of the exchange offer in any way we determine is
advantageous to holders of the old notes or which is not a material
change to the terms of the exchange offer.
We will give oral or written notice of any delay, extension or termination
to the exchange agent. In addition, we will give, as promptly as practicable,
oral or written notice regarding any delay in acceptance, extension or
termination of the offer to the registered holders of old notes. If we amend the
exchange offer in a manner that we determine to constitute a material change, or
if we waive a material condition, we will promptly disclose the amendment or
waiver in a manner reasonably calculated to inform the holders of old notes of
the amendment or waiver, and extend the offer if required by law.
We intend to make public announcements of any delay in acceptance,
extension, termination, amendment or waiver regarding the exchange offer through
a timely release to a financial news service.
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CONDITIONS TO THE EXCHANGE OFFER
We will not be required to accept for exchange, or exchange new notes for,
any old notes, and we may terminate the exchange offer as provided in this
prospectus before the acceptance of the old notes, if:
- any law, rule or regulation shall have been proposed, adopted or enacted,
or interpreted in a manner, which, in our judgment, would impair our
ability to proceed with the exchange offer;
- any action or proceeding is instituted or threatened in any court or by
the SEC or any other governmental agency with respect to the exchange
offer which, in our judgment, would impair our ability to proceed with
the exchange offer;
- we have not obtained any governmental approval which we, in our sole
discretion, consider necessary for the completion of the exchange offer
as contemplated by this prospectus;
- any change, or any condition, event or development involving a
prospective change, shall have occurred or be threatened in the general
economic, financial, currency exchange or market conditions in the United
States or elsewhere that, in our judgment, would impair our ability to
proceed with the exchange offer;
- any other change or development, including a prospective change or
development, that, in our judgment, has or may have a material adverse
effect on us, the market price of the new notes or the old notes or the
value of the exchange offer to us; or
- there shall have occurred (i) any suspension or limitation of trading in
securities generally on the New York Stock Exchange or the
over-the-counter market; (ii) a declaration of a banking moratorium by
United States Federal or New York authorities; or (iii) a commencement or
escalation of a war or armed hostilities involving or relating to a
country where we do business or other international or national emergency
or crisis directly or indirectly involving the United States.
The conditions listed above are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any of these conditions. We may
waive these conditions in our sole discretion in whole or in part at any time
and from time to time. A failure on our part to exercise any of the above rights
shall not constitute a waiver of that right, and that right shall be considered
an ongoing right which we may assert at any time and from time to time.
If we determine in our sole discretion that any of the events listed above
has occurred, we may, subject to applicable law:
- refuse to accept any old notes and return all tendered old notes to the
tendering holders;
- extend the exchange offer and retain all old notes tendered before the
expiration of the exchange offer, subject, however, to the rights of
holders to withdraw these old notes; or
- waive unsatisfied conditions relating to the exchange offer and accept
all properly tendered old notes which have not been withdrawn.
Any determination by us concerning the above events will be final and
binding.
In addition, we reserve the right in our sole discretion to:
- purchase or make offers for any old notes that remain outstanding
subsequent to the expiration date; and
- purchase old notes in the open market, in privately negotiated
transactions or otherwise.
The terms of any such purchases or offers may differ from the terms of the
exchange offer.
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PROCEDURES FOR TENDERING
Except in limited circumstances, only a DTC participant listed on a DTC
securities position listing with respect to the old notes may tender old notes
in the exchange offer. To tender old notes in the exchange offer:
- you must instruct DTC and a DTC participant by completing the form
"Instruction to Registered Holder From Beneficial Owner" accompanying
this prospectus of your intention whether or not you wish to tender your
old notes for new notes; or
- you must comply with the guaranteed delivery procedures described below;
and
- DTC participants in turn need to follow the procedures for book-entry
transfer as set forth below under "-- Book-Entry Transfer" and in the
letter of transmittal.
By tendering, you will make the representations described below under
"-- Representations on Tendering Old Notes." In addition, each participating
broker-dealer must acknowledge that it will deliver a prospectus in connection
with any resale of the new notes. See "Plan of Distribution." The tender by a
holder of old notes will constitute an agreement between that holder and us in
accordance with the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal.
The method of delivery of old notes, the letter of transmittal and all
other required documents or transmission of an agent's message, as described
under "-- Book-Entry Transfer," to the exchange agent is at the election and
risk of the tendering holder of old notes. Instead of delivery by mail, we
recommend that holders use an overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure timely delivery to the exchange
agent prior to the expiration of the exchange offer. No letter of transmittal or
old notes should be sent to us or DTC. Delivery of documents to DTC in
accordance with its procedures does not constitute delivery to the exchange
agent.
Signatures on a letter of transmittal or a notice of withdrawal, as
described in "-- Withdrawal of Tenders" below, must be guaranteed by a member of
the New York Stock Exchange Medallion Signature Program or an "eligible
guarantor institution," within the meaning of Rule 17Ad-15 under the Exchange
Act, which we refer to together as eligible institutions, unless the old notes
are tendered for the account of an eligible institution.
We will determine in our sole discretion all questions as to the validity,
form, eligibility, including time of receipt, and acceptance and withdrawal of
tendered old notes. We reserve the absolute right to reject any and all old
notes not properly tendered or any old notes whose acceptance by us would, in
the opinion of our counsel, be unlawful. We also reserve the right to waive any
defects, irregularities or conditions of tender as to any particular old notes
either before or after the expiration date. Our interpretation of the terms and
conditions of the exchange offer, including the instructions in the letter of
transmittal, will be final and binding on all parties. Unless waived, holders
must cure any defects or irregularities in connection with tenders of old notes
within a period we determine. Although we intend to request the exchange agent
to notify holders of defects or irregularities relating to tenders of old notes,
neither we, the exchange agent nor any other person will have any duty or incur
any liability for failure to give this notification. We will not consider
tenders of old notes to have been made until these defects or irregularities
have been cured or waived. The exchange agent will return any old notes that are
not properly tendered and as to which the defects or irregularities have not
been cured or waived to the tendering holders, unless otherwise provided in the
letter of transmittal, as soon as practicable following the expiration date.
BOOK-ENTRY TRANSFER
We understand that the exchange agent will make a request promptly after
the date of this prospectus to establish accounts with respect to the old notes
at DTC for the purpose of facilitating the exchange offer. Any financial
institution that is a participant in DTC's system may make book-entry delivery
of old notes by causing DTC to transfer such old notes into the exchange agent's
DTC account in accordance with DTC's
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electronic Automated Tender Offer Program procedures for such transfer. The
exchange of new notes for tendered old notes will only be made after timely:
- confirmation of book-entry transfer of the old notes into the exchange
agent's account; and
- receipt by the exchange agent of an executed and properly completed
letter of transmittal or an "agent's message" and all other required
documents specified in the letter of transmittal.
The confirmation, letter of transmittal or agent's message and any other
required documents must be received at the exchange agent's address listed below
under "-- Exchange Agent" on or before 5.00 p.m., New York time, on the
expiration date of the exchange offer, or, if the guaranteed delivery procedures
described below are complied with, within the time period provided under those
procedures.
As indicated above, delivery of documents to DTC in accordance with its
procedures does not constitute delivery to the exchange agent.
The term "agent's message" means a message, transmitted by DTC and received
by the exchange agent and forming part of the confirmation of a book-entry
transfer, which states that DTC has received an express acknowledgment from a
participant in DTC tendering old notes stating:
- the aggregate principal amount of old notes which have been tendered by
the participant;
- that such participant has received an appropriate letter of transmittal
and agrees to be bound by the terms of the letter of transmittal and the
terms of the exchange offer; and
- that we may enforce such agreement against the participant.
Delivery of an agent's message will also constitute an acknowledgment from
the tendering DTC participant that the representations contained in the letter
of transmittal and described below under "Representations on Tendering Old
Notes" are true and correct.
GUARANTEED DELIVERY PROCEDURES
The following guaranteed delivery procedures are intended for holders who
wish to tender their old notes but:
- the holders cannot deliver the letter of transmittal or any required
documents specified in the letter of transmittal before the expiration
date of the exchange offer; or
- the holders cannot complete the procedure under DTC's standard operating
procedures for electronic tenders before expiration of the exchange
offer.
The conditions that must be met to tender old notes through the guaranteed
delivery procedures are as follows:
- the tender must be made through an eligible institution;
- before expiration of the exchange offer, the exchange agent must receive
from the eligible institution either a properly completed and duly
executed notice of guaranteed delivery in the form accompanying this
prospectus, by facsimile transmission, mail or hand delivery, or a
properly transmitted agent's message in lieu of notice of guaranteed
delivery:
- setting forth the name and number of the account at DTC and the
principal amount of old notes tendered;
- stating that the tender offer is being made by guaranteed delivery;
- guaranteeing that, within three business days after expiration of the
exchange offer, the letter of transmittal, or facsimile of the letter of
transmittal, or an agent's message and a confirmation of a book-entry
transfer of the old notes into the exchange agent's account at DTC, and
any other documents required by the letter of transmittal will be
deposited by the eligible institution with the exchange agent; and
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- the exchange agent must receive the properly completed and executed
letter of transmittal, or facsimile of the letter of transmittal or an
agent's message in the case of a book-entry transfer, as well as a
confirmation of book-entry transfer of the old notes into the exchange
agent's account, and any other documents required by the letter of
transmittal, within three business days after expiration of the exchange
offer.
Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their old notes according to the guaranteed
delivery procedures set forth above.
REPRESENTATIONS ON TENDERING OLD NOTES
By surrendering old notes in the exchange offer, you will be representing
that, among other things:
- you are acquiring the new notes issued in the exchange offer in the
ordinary course of your business;
- you are not participating, do not intend to participate and have no
arrangement or understanding with any person to participate, in the
distribution of the new notes issued to you in the exchange offer;
- you are not an affiliate, as defined in Rule 405 under the Securities
Act, of AIG;
- you have full power and authority to tender, exchange, assign and
transfer the old notes tendered;
- we will acquire good, marketable and unencumbered title to the old notes
being tendered, free and clear of all security interests, liens,
restrictions, charges, encumbrances, or other obligations relating to
their sale or transfer, and not subject to any adverse claim when the old
notes are accepted by us; and
- you acknowledge and agree that if you are a broker-dealer registered
under the Exchange Act or you are participating in the exchange offer for
the purposes of distributing the new notes, you must comply with the
registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale of the new notes, and you cannot
rely on the position of the SEC's staff in their no-action letters.
If you are a broker-dealer and you will receive new notes for your own
account in exchange for old notes that were acquired as a result of
market-making activities or other trading activities, you will be required to
acknowledge in the letter of transmittal that you will deliver a prospectus in
connection with any resale of the new notes. The letter of transmittal states
that, by delivering a prospectus, a broker-dealer will not be deemed to be an
"underwriter" within the meaning of the Securities Act. See also "Plan of
Distribution."
WITHDRAWAL OF TENDERS
Your tender of old notes pursuant to the exchange offer is irrevocable
except as otherwise provided in this section. You may withdraw tenders of old
notes at any time prior to 5:00 p.m., New York time, on the expiration date.
For a withdrawal to be effective for DTC participants, holders must comply
with their respective standard operating procedures for electronic tenders and
the exchange agent must receive an electronic notice of withdrawal from DTC.
Any notice of withdrawal must specify the name and number of the account at
DTC to be credited with the withdrawn old notes and otherwise comply with the
procedures of DTC. We will determine in our sole discretion all questions as to
the validity, form and eligibility, including time of receipt, for such
withdrawal notices, and our determination shall be final and binding on all
parties. Any old notes so withdrawn will be deemed not to have been validly
tendered for purposes of the exchange offer and no new notes will be issued with
respect to them unless the old notes so withdrawn are validly retendered. Any
old notes which have been tendered but which are not accepted for exchange will
be returned to the holder without cost to such holder as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer.
Properly withdrawn old notes may be re-tendered by following the procedures
described above under "-- Procedures For Tendering" at any time prior to the
expiration date.
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EXCHANGE AGENT
We have appointed The Bank of New York as exchange agent in connection with
the exchange offer. Holders should direct questions, requests for assistance and
for additional copies of this prospectus, the letter of transmittal or notices
of guaranteed delivery to the exchange agent addressed as follows:
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
The Bank of New York (212) 298-1915
Corporate Trust Operations
Reorganization Unit Attention: Ms. Diane Amoroso
101 Barclay Street - 7 East Confirm by telephone:
New York, NY 10286 (212) 815-3738
Attention: Ms. Diane Amoroso
Telephone: (212) 815-3738
Delivery of a letter of transmittal to any address or facsimile number
other than the one set forth above will not constitute a valid delivery.
FEES AND EXPENSES
We will not make any payments to brokers, dealers or other persons
soliciting acceptances of the exchange offer. We will, however, pay the exchange
agent reasonable and customary fees for its services and will reimburse it for
its related reasonable out-of-pocket expenses. We may also pay brokerage houses
and other custodians, nominees and fiduciaries the reasonable out-of-pocket
expenses incurred by them in forwarding copies of this prospectus, letters of
transmittal and related documents to the beneficial owners of the old notes and
in handling or forwarding tenders for exchange.
Holders who tender their old notes for exchange will not be obligated to
pay any transfer taxes. If, however, a transfer tax is imposed for any reason
other than the exchange of old notes in connection with the exchange offer, then
the tendering holder must pay the amount of any transfer taxes due, whether
imposed on the registered holder or any other persons. If the tendering holder
does not submit satisfactory evidence of payment of these taxes or exemption
from them with the letter of transmittal, the amount of these transfer taxes
will be billed directly to the tendering holder.
CONSEQUENCES OF FAILURE TO PROPERLY TENDER OLD NOTES IN THE EXCHANGE
We will issue the new notes in exchange for old notes under the exchange
offer only after timely receipt by the exchange agent of the old notes, a
properly completed and duly executed letter of transmittal and all other
required documents. Therefore, holders of the old notes desiring to tender old
notes in exchange for new notes should allow sufficient time to ensure timely
delivery. We are under no duty to give notification of defects or irregularities
of tenders of old notes for exchange. Old notes that are not tendered or that
are tendered but not accepted by us will, following completion of the exchange
offer, continue to be subject to the existing restrictions upon transfer under
the Securities Act.
Participation in the exchange offer is voluntary. In the event the exchange
offer is completed, we will not be required to register the remaining old notes.
Remaining old notes will continue to be subject to the following restrictions on
transfer:
- holders may resell old notes only if an exemption from registration is
available or, outside the U.S., to non-U.S. persons in accordance with
the requirements of Regulation S under the Securities Act; and
- the remaining old notes will bear a legend restricting transfer in the
absence of registration or an exemption.
To the extent that old notes are tendered and accepted in connection with
the exchange offer, any trading market for remaining old notes could be
adversely affected.
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DESCRIPTION OF THE NEW NOTES
GENERAL
The old notes were and the new notes will be issued under an indenture,
dated as of July 15, 1989, between us and The Bank of New York, as trustee, as
supplemented on May 15, 2003. The following summary of certain provisions of the
new notes and the indenture does not purport to be complete and is subject, and
qualified in its entirety by reference to, all of the provisions of the notes
and the indenture, including the definitions of terms therein. See "Where You
Can Find More Information" for information on how to obtain a copy of the
indenture.
The old notes were and the new notes will be issued in fully registered
form in denominations of $1,000 and integral multiples thereof and will be
represented by global notes registered in the name of DTC, as described in
"-- Book-Entry System" below.
The notes will be unsecured senior obligations of AIG and will rank equally
with all of our other unsecured senior indebtedness.
The old notes were and the new notes will be issued in two separate series,
which we refer to as the 5 year notes and the 10 year notes. The new 5 year
notes and the new 10 year notes will be identical in all material respects to
the old 5 year notes and the old 10 year notes, respectively, except that the
registration rights and the related additional interest provisions and transfer
restrictions applicable to the old notes do not apply to the new notes. The new
5 year notes and the old 5 year notes and the new 10 year notes and the old 10
year notes will each constitute a single series for all purposes under the
indenture. To the extent any old notes are not exchanged for new notes, those
old notes will remain outstanding under the indenture and will rank pari passu
with the new notes of that series. We refer to the old notes and the new notes
of each series collectively as the 5 year notes and the 10 year notes.
PRINCIPAL, MATURITY AND INTEREST
The new 5 year notes will be issued in an aggregate principal amount of up
to $500,000,000 and the new 10 year notes will be issued in an aggregate
principal amount of up to $1,000,000,000. We may, without the consent of the
holders of the notes, increase each such principal amount in the future on the
same terms and conditions and with the same CUSIP numbers as notes of that
series being offered in this prospectus.
The new 5 year notes will bear interest at 2.875% per annum and will mature
on May 15, 2008. The new 10 year notes will bear interest at 4.250% per annum
and will mature on May 15, 2013. Interest on the new 5 year notes and the new 10
year notes will be payable semiannually in arrears on May 15 and November 15 of
each year to holders of record on the immediately preceding May 1 and November
1. Interest on the new notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months. On the maturity date of the new notes,
holders will be entitled to receive 100% of the principal amount of the new
notes plus accrued and unpaid interest, if any. The new notes do not provide for
any sinking fund.
For so long as the new notes are issued in book-entry form, payments of
principal and interest will be made in immediately available funds by wire
transfer to DTC or its nominee. We may issue definitive notes in the limited
circumstances set forth in "-- Book-Entry System" below.
OPTIONAL REDEMPTION
We will have the right to redeem each series of the notes, in whole or in
part, at any time, at a redemption price equal to the greater of
- 100% of the principal amount of the applicable notes, or
- as determined by the quotation agent, the sum of the present values of
the remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the date
of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
adjusted treasury rate, plus
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- 10 basis points in the case of the 5 year notes, or
- 12.5 basis points in the case of the 10 year notes
plus, in each case, accrued interest thereon to the date of redemption.
The definitions of certain terms used in the paragraph above are listed
below.
Adjusted treasury rate means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the comparable
treasury issue, assuming a price for the comparable treasury issue (expressed as
a percentage of its principal amount) equal to the comparable treasury price for
such redemption date.
Comparable treasury issue means the U.S. Treasury security selected by the
quotation agent as having a maturity comparable to the remaining term of the
notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such notes.
Comparable treasury price means, with respect to any redemption date, the
average of the reference treasury dealer quotations for such redemption date.
Quotation agent means AIG Financial Products Corp.
Reference treasury dealer means
- each of Citigroup Global Markets Inc., Banc of America Securities LLC or
Goldman, Sachs & Co., or its respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. government
securities dealer in New York City (a "primary treasury dealer"), we will
substitute therefor another primary treasury dealer; and
- any other primary treasury dealer selected by the quotation agent after
consultation with us.
Reference treasury dealer quotations means with respect to each reference
treasury dealer and any redemption date, the average, as determined by the
quotation agent, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the quotation agent by such reference treasury dealer at 5:00 p.m. on
the third business day preceding such redemption date.
If less than all of a series of notes is to be redeemed at any time,
selection of notes for redemption will be made by the trustee on a pro rata
basis, by lot or by such method as the trustee deems fair and appropriate;
provided that notes with a principal amount of $1,000 will not be redeemed in
part.
We will give to DTC a notice of redemption at least 30 but not more than 60
days before the redemption date. If any notes are to be redeemed in part only,
the notice of redemption that relates to such notes will state the portion of
the principal amount thereof to be redeemed. A new note in principal amount
equal to the unredeemed portion thereof will be issued in the name of the holder
thereof upon cancellation of the original note.
Unless we default in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the notes or portions thereof
called for redemption.
SPECIAL SITUATIONS
MERGERS AND SIMILAR EVENTS
We are generally permitted to consolidate or merge with another company or
firm. We are also permitted to sell or lease substantially all of our assets to
another firm, or to buy or lease substantially all of the assets of another
firm. However, we may not take any of these actions unless all the following
conditions are met:
- When we merge out of existence or sell or lease substantially all of our
assets, the other firm may not be organized under a foreign country's
laws, that is, it must be a corporation, partnership or trust
16
organized under the laws of a state of the United States or the District
of Columbia or under federal law, and it must agree to be legally
responsible for the notes;
- The merger, sale of assets or other transaction must not cause a default
on the notes, and we must not already be in default (unless the merger or
other transaction would cure the default). For purposes of this
no-default test, a default would include an event of default that has
occurred and not been cured. A default for this purpose would also
include any event that would be an event of default if the requirements
for giving us default notice or our default having to exist for a
specific period of time were disregarded; and
- It is possible that the merger, sale of assets or other transaction would
cause some of the voting stock of our designated subsidiaries to become
subject to a mortgage or other legal mechanism giving lenders
preferential rights in that voting stock over the holders of the notes if
they are not paid back. We and our designated subsidiaries have promised
to limit these preferential rights on the voting stock of our designated
subsidiaries, called liens, as discussed below under "Restrictive
Covenant -- Restriction on Liens." If a merger or other transaction would
create any liens on the voting stock of our designated subsidiaries, we
and our designated subsidiaries must comply with that restrictive
covenant. We and our designated subsidiaries would do this by following
the requirements of the restrictive covenant to grant an equivalent or
higher-ranking lien on the voting stock of our designated subsidiaries to
the holders of the notes.
If the conditions described above are satisfied with respect to the notes,
we will not need to obtain the approval of the holders of the notes in order to
merge or consolidate or to sell our assets. Also, these conditions will apply
only if we wish to merge or consolidate with another entity or sell our assets
substantially as an entirety to another entity. We will not need to satisfy
these conditions if we enter into other types of transactions, including any
transaction in which we acquire the stock or assets of another entity, any
transaction that involves a change of control but in which we do not merge or
consolidate and any transaction in which we sell less than substantially all of
our assets.
MODIFICATION AND WAIVER OF THE NOTES
There are three types of changes we can make to the indenture and the
notes.
CHANGES REQUIRING APPROVAL OF ALL HOLDERS
First, the following modifications would require the consent of the holder
of each note affected thereby:
- change the stated maturity of the principal or interest on any note;
- reduce any amounts due on any note;
- reduce the amount of principal payable upon acceleration of the maturity
of any note following a default;
- change the place of payment on any note;
- impair a holder's right to sue for payment;
- reduce the percentage of holders of notes of that series whose consent is
needed to modify or amend the indenture;
- reduce the percentage of holders of notes of that series whose consent is
needed to waive compliance with certain provisions of the indenture or to
waive certain defaults; and
- modify any other aspect of the provisions dealing with modification and
waiver of the indenture.
CHANGES REQUIRING A MAJORITY VOTE
The second type of change to the indenture and the notes is the kind that
requires a vote in favor by holders of notes owning 66 2/3% of the principal
amount of that series. Most changes fall into this category,
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except for clarifying changes and certain other changes that would not adversely
affect holders of the notes. The same vote would be required for us to obtain a
waiver of all or part of the restrictive covenant described below. We may obtain
a waiver of a past default from the holders of notes owning a majority of the
principal amount of the series affected. However, we cannot obtain a waiver of a
payment default or any other aspect of the indenture or the notes listed in the
first category described above under "--Changes Requiring Approval of All
Holders" unless we obtain the individual consent of each holder to the waiver.
CHANGES NOT REQUIRING APPROVAL
The third type of change does not require any vote by holders of notes.
This type is limited to clarifications and certain other changes that would not
adversely affect holders of the notes.
FURTHER DETAILS CONCERNING VOTING
The notes will not be considered outstanding, and therefore will not be
eligible to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. The notes will also not be eligible to vote if they
have been fully defeased as described below under "Defeasance -- Full
Defeasance."
We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding notes that are entitled to
vote or take other action under the indenture. In limited circumstances, the
trustee will be entitled to set a record date for action by holders. If we or
the trustee set a record date for a vote or other action to be taken by holders
of a particular series, that vote or action may be taken only by persons who are
holders of outstanding notes of that series on the record date and must be taken
within 90 days following the record date.
RESTRICTIVE COVENANT
RESTRICTION ON LIENS
Some of the voting stock of certain of our designated subsidiaries may be
subject to a mortgage or other legal mechanism that gives lenders preferential
rights in that voting stock of our designated subsidiaries over the holders of
the notes if they are not paid back. These preferential rights are called liens.
We promise that neither we nor our designated subsidiaries will become obligated
on any new debt for borrowed money that is secured by a lien on any shares of
voting stock of any of our designated subsidiaries, unless the holders of the
notes (and, if we elect, any other holders of debt issued by AIG) are granted an
equivalent or higher-ranking lien on the same property.
CERTAIN DEFINITIONS RELATING TO THE RESTRICTION ON LIENS
Following are the meanings of the terms that are important in understanding
the restrictive covenant previously described.
Designated subsidiary means American Home Assurance Company, National Union
Fire Insurance Company of Pittsburgh, Pa., and any subsidiary the assets of
which, determined as of the last day of the most recent calendar quarter ended
at least 30 days prior to the date of determination and in accordance with
generally accepted accounting principles as in effect on the last day of that
calendar quarter, exceed 20% of our consolidated assets. As of December 31,
2003, there were no subsidiaries of AIG with assets, determined in accordance
with generally accepted accounting principles as in effect on that date, in
excess of 20% of our consolidated assets.
Subsidiary means a corporation, partnership or trust in which we and/or one
or more of our other subsidiaries own at least 50% of the voting stock, which is
a kind of stock that ordinarily permits its owners to vote for election of
directors.
Our consolidated assets mean our assets and the assets of our consolidated
subsidiaries, to be determined as of the last day of the most recent calendar
quarter ended at least 30 days prior to the date of the
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determination and in accordance with generally accepted accounting principles as
in effect on the last day of that calendar quarter.
Except as noted above, the indenture does not restrict our ability to put
liens on our interests in subsidiaries other than certain of our designated
subsidiaries, nor does the indenture restrict our ability to sell or otherwise
dispose of our interests in any of our subsidiaries. In addition, the
restriction on liens in the indenture applies only to liens that secure debt for
borrowed money. For example, liens imposed by operation of law, such as liens to
secure statutory obligations for taxes or workers' compensation benefits, or
liens we create to secure obligations to pay legal judgments or surety bonds,
would not be covered by this restriction.
DEFEASANCE
FULL DEFEASANCE
If there is a change in U.S. federal tax law, as described below, we can
legally release ourselves from any payment or other obligations on the notes of
either series, called full defeasance, if we put in place the following other
arrangements for holders to be repaid:
- We must deposit in trust for the benefit of all holders of the notes of
that series a combination of money and U.S. government or U.S. government
agency notes or bonds that will generate enough cash to make interest,
principal and any other payments on the notes of that series on their
various due dates;
- There must be a change in current U.S. federal tax law or an IRS ruling
that lets us make the above deposit without causing the holders to be
taxed on the notes any differently than if we did not make the deposit
and just repaid the notes ourselves. Under current federal tax law, the
deposit and our legal release from the obligations pursuant to the notes
would be treated as though we took back your notes and gave you your
share of the cash and notes or bonds deposited in trust. In that event,
you could recognize gain or loss on the notes you give back to us; and
- We must deliver to the trustee a legal opinion of our counsel confirming
the tax law change described above.
If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the notes. You could
not look to us for repayment in the unlikely event of any shortfall.
COVENANT DEFEASANCE
Under current U.S. federal tax law, we can make the same type of deposit as
described above and we will be released from the restrictive covenants under the
notes of either series. This is called covenant defeasance. In that event, you
would lose the protection of these restrictive covenants but would gain the
protection of having money and securities set aside in trust to repay the notes
of that series. In order to achieve covenant defeasance, we must do the
following:
- We must deposit in trust for the benefit of all holders of the notes of
that series a combination of money and U.S. government or U.S. government
agency notes or bonds that will generate enough cash to make interest,
principal and any other payments on the notes of that series on their
various due dates; and
- We must deliver to the trustee a legal opinion of our counsel confirming
that under current U.S. federal income tax law we may make the above
deposit without causing the holders to be taxed on the notes any
differently than if we did not make the deposit and just repaid the notes
ourselves.
If we accomplish covenant defeasance in respect of a series of notes, the
following provisions of the indenture and the notes of that series would no
longer apply:
- Our promise not to create liens on the voting stock of our designated
subsidiaries described above under "Restrictive Covenant -- Restriction
on Liens;"
19
- The condition regarding the treatment of liens when we merge or engage in
similar transactions, as previously described above under "Special
Situations -- Mergers and Similar Events;" and
- The events of default relating to breach of covenants and acceleration of
maturity, described below under "Events of Default -- What Is an Event of
Default."
If we accomplish covenant defeasance in respect of a series of notes, you
can still look to us for repayment of the notes of that series if there were a
shortfall in the trust deposit. In fact, if one of the remaining events of
default occurred (such as a bankruptcy) and the notes become immediately due and
payable, there may be such a shortfall.
EVENTS OF DEFAULT
You will have special rights if an event of default occurs and is not
cured, as described later in this subsection.
WHAT IS AN EVENT OF DEFAULT?
The term "Event of Default" means, in respect of each series of notes, any
of the following:
- We do not pay the principal or any premium on any note of that series on
its due date.
- We do not pay interest on any note of that series within 30 days of its
due date.
- We remain in breach of the restrictive covenant described above or any
other term of the indenture for 60 days after we receive a notice of
default stating we are in breach. The notice must be sent by either the
trustee or holders of 25% of the principal amount of notes of that
series.
- If an event of default occurs with respect to a different series of debt
securities issued under the indenture and our obligation to repay such
other series of debt securities is accelerated, and this repayment
obligation remains accelerated for 30 days after we receive a notice of
default by the trustee or holders of 10% of the principal amount of the
debt securities of that series.
- We file for bankruptcy or certain other events of bankruptcy, insolvency
or reorganization occur with respect to us.
REMEDIES IF AN EVENT OF DEFAULT OCCURS
If an event of default occurs, the trustee will have special duties. In
that situation, the trustee will be obligated to use those of its rights and
powers under the indenture, and to use the same degree of care and skill in
doing so, that a prudent person would use in that situation in conducting his or
her own affairs. If an event of default has occurred and has not been cured with
respect to notes of a series, the trustee or the holders of at least 25% in
principal amount of the notes of that series may declare the entire principal
amount of all the notes of that series to be due and immediately payable. This
is called a declaration of acceleration of maturity. However, a declaration of
acceleration of maturity may be cancelled, but only before a judgment or decree
based on the acceleration has been obtained, by the holders of at least a
majority in principal amount of the notes of that series.
Except in cases of default, where the trustee has the special duties
described above, the trustee is not required to take any action under the
indenture at the request of any holders unless the holders offer the trustee
reasonable protection from expenses and liability called an indemnity. If
reasonable indemnity is provided, the holders of a majority in principal amount
of the outstanding notes of the relevant series may direct the time, method and
place of conducting any lawsuit or other formal legal action seeking any remedy
available to the trustee. These majority holders may also direct the trustee in
performing any other action under the indenture with respect to the notes of
that series.
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Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the notes the following must occur:
- the registered holder of your note must give the trustee written notice
that an event of default has occurred and remains uncured;
- the holders of 25% in principal amount of all outstanding notes of that
series must make a written request that the trustee take action because
of the default, and must offer reasonable indemnity to the trustee
against the cost and other liabilities of taking that action; and
- the trustee must have not taken action for 60 days after receipt of the
above notice and offer of indemnity.
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your note on or after its due date.
We will give to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the notes, or else specifying any default.
CONCERNING THE TRUSTEE
The Bank of New York from time to time provides normal banking services to
us and our subsidiaries.
GOVERNING LAW
The indenture and the notes will be governed by, and construed in
accordance with, the laws of the State of New York.
BOOK-ENTRY SYSTEM
Upon issuance, all new notes will be represented by a single global note.
Each global note will be deposited on behalf of DTC, and registered in the name
of Cede & Co., which we refer to as Cede, as DTC's nominee. Beneficial interests
in the global notes will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC, which we refer to as DTC participants. Investors may elect
to hold interests in the global securities through either DTC in the United
States, or Euroclear System ("Euroclear") or Clearstream Banking, societe
anonyme, Luxembourg ("Clearstream") in Europe if they are participants of those
systems, or, indirectly, through organizations that are participants in those
systems. Clearstream and Euroclear will hold interests on behalf of their
participants through customers' securities accounts in Clearstream's and
Euroclear's names on the books of their respective depositaries, which in turn
will hold such interests in customers' securities accounts in the depositaries'
names on the books of DTC. DTC has advised us as follows: DTC is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was
created to hold securities for its participants and to facilitate the clearance
and settlement of securities transactions, such as transfers and pledges, among
participants in deposited securities through electronic book-entry charges to
accounts of its participants, thereby eliminating the need for physical movement
of securities certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
Certain of such participants (or other representatives), together with other
entities, own DTC. The rules applicable to DTC and its participants are on file
with the SEC.
Clearstream has advised us that it is incorporated under the laws of
Luxembourg as a professional depositary. Clearstream holds securities for its
participating organizations, which we refer to as Clearstream participants, and
facilitates the clearance and settlement of securities transactions between
Clearstream participants through electronic book-entry changes in accounts of
Clearstream participants, thereby eliminating the need for physical movement of
certificates. Clearstream provides to Clearstream participants, among
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other things, services for safekeeping, administration, clearance and settlement
of internationally traded securities and securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. As a
professional depositary, Clearstream is subject to regulation by the Luxembourg
Monetary Institute. Clearstream participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Indirect access to Clearstream is also available to others, such
as banks, brokers, dealers and trust companies that clear through, or maintain a
custodial relationship with, a Clearstream participant either directly or
indirectly.
Distributions with respect to the new notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream participants in
accordance with its rules and procedures, to the extent received by the U.S.
depositary for Clearstream.
Euroclear has advised us that it was created in 1968 to hold securities for
its participants, which we refer to as Euroclear participants, and to clear and
settle transactions between Euroclear participants through simultaneous
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear provides various other services,
including securities lending and borrowing and interfaces with domestic markets
in several countries. The Euroclear System is operated by Euroclear Bank
S.A./N.V., a bank incorporated under the laws of the Kingdom of Belgium as the
Euroclear operator.
The Euroclear operator holds securities and book-entry interests in
securities for participating organizations and facilitates the clearance and
settlement of securities transactions between Euroclear participants, and
between Euroclear participants and participants of certain other securities
intermediaries through electronic book-entry changes in accounts of such
participants or other securities intermediaries.
The Euroclear operator provides Euroclear participants, among other things,
with safekeeping, administration, clearance and settlement, securities lending
and borrowing, and related services.
Non-participants of Euroclear may hold and transfer book-entry interests in
the securities through accounts with a direct participant of Euroclear or any
other securities intermediary that holds a book-entry interest in the securities
through one or more securities intermediaries standing between such other
securities intermediary and the Euroclear operator.
Securities clearance accounts and cash accounts with the Euroclear operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law. These terms and conditions govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear, and receipts of
payments with respect to securities in Euroclear. All securities in Euroclear
are held on a fungible basis without attribution of specific certificates to
specific securities clearance accounts. The Euroclear operator acts under the
terms and conditions only on behalf of Euroclear participants, and has no record
of, or relationship with, persons holding through Euroclear participants.
Distributions with respect to each series of notes held beneficially
through Euroclear will be credited to the cash accounts of Euroclear
participants in accordance with the terms and conditions, to the extent received
by the U.S. depositary for Euroclear.
The trustee (or any registrar or paying agent) will not have any
responsibility for the performance by DTC, Euroclear or Clearstream or any DTC
participants, Clearstream participants or Euroclear participants of their
respective obligations under the rules and procedures governing their
operations. DTC has advised us that it will take any action permitted to be
taken by a holder of new notes only at the direction of one or more DTC
participants whose accounts are credited with DTC interests in a global note.
DTC has advised us that pursuant to procedures established by it (1) upon
the issuance by us of the global notes representing the new notes, DTC or its
nominee will credit the accounts of participants with the aggregate principal
amount of the individual beneficial interest represented by these global notes
and (2) ownership of beneficial interests in the new notes will be shown on, and
the transfer of that ownership will
22
be effected only through, records maintained by DTC with respect to its
participants' interests, the participants and the indirect participants. The
laws of some jurisdictions require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer beneficial interests in the global notes is limited to such extent.
So long as a nominee of DTC is the registered owner of the global notes,
such nominee will be considered the sole owner or holder of the global notes for
all purposes under the indenture. Except as provided below, owners of beneficial
interests in the global notes will not be entitled to have the new notes
registered in their names, will not receive or be entitled to receive physical
delivery of the new notes in definitive form and will not be considered the
owners or holders thereof under the indenture.
Neither we, the trustee, any paying agent nor the registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global notes,
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
Title to book-entry interests in the new notes will pass by book-entry
registration of the transfer within the records of Clearstream, Euroclear or
DTC, as the case may be, in accordance with their respective procedures.
Book-entry interests in the new notes may be transferred within Clearstream and
within Euroclear and between Clearstream and Euroclear in accordance with
procedures established for these purposes by Clearstream and Euroclear.
Book-entry interests in the new notes may be transferred within DTC in
accordance with procedures established for this purpose by DTC. Transfers of
book-entry interests in the new notes among Clearstream and Euroclear and DTC
may be effected in accordance with procedures established for this purpose by
Clearstream, Euroclear and DTC.
Principal and interest payments on the new notes will be made to DTC by
wire transfer of immediately available funds. DTC's practice is to credit
participants' accounts on the payable date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payable date. Payments by participants to beneficial
owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name" and will be the responsibility of such participant
and not of DTC or us, subject to any statutory or regulatory requirements as may
be in effect from time to time. Payment of principal and interest to DTC is our
responsibility, disbursement of such payments to participants is the
responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of participants and indirect participants. Neither
we nor the trustee will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in the global notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
DTC may discontinue providing its services as securities depositary with
respect to the notes at any time by giving reasonable notice to us.
New notes represented by a global note will be exchangeable for note
certificates with the same terms in authorized denominations only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days;
- we determine not to require all of the notes of a series to be
represented by a global note and notify the trustee of our decision; or
- an Event of Default has occurred with respect to the notes of a series
and has not been cured.
In any such instance, an owner of a beneficial interest in the global notes
will be entitled to physical delivery in definitive form of new notes
represented by the global notes equal in principal amount to such beneficial
interest and to have such notes registered in its name. New notes so issued in
definitive form will be issued as registered notes in denominations of $1,000
and integral multiples thereof, unless otherwise specified by us. Our definitive
notes can be transferred by presentation for registration to the registrar at
its New York offices and must be duly endorsed by the holder or his attorney
duly authorized in writing, or accompanied by
23
a written instrument or instruments of transfer in form satisfactory to us or
the trustee duly executed by the holder or his attorney duly authorized in
writing. We may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any exchange or
registration of transfer of definitive notes.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC's rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary market
trading between Clearstream participants and Euroclear participants will occur
in the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear and will be settled using the procedures
applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between DTC, on the one hand, and directly or
indirectly through Euroclear or Clearstream participants, on the other, will be
effected in DTC in accordance with DTC rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines.
Euroclear or Clearstream, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its U.S. depositary to take
action to effect final settlement on its behalf by delivering or receiving
beneficial interests in the relevant global note in DTC, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Clearstream participants and Euroclear participants may not
deliver instructions directly to the depositories for Clearstream and Euroclear.
Because of time zone differences, the securities account of a Euroclear
Participant or Clearstream Participant purchasing a beneficial interest in a
global note from a Participant will be credited during the securities settlement
processing day immediately following the DTC settlement date and such credit of
any transactions in beneficial interests in such global note settled during such
processing will be reported to the relevant Euroclear Participant or Clearstream
Participant on such business day. Cash received in Euroclear or Clearstream as a
result of sales of beneficial interests in a global note by or through a
Euroclear Participant or Clearstream Participant to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant Euroclear or Clearstream cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of securities among participants of
DTC, Clearstream and Euroclear, they are under no obligation to perform or
continue to perform such procedures and they may discontinue the procedures at
any time.
IMPORTANT FEDERAL INCOME TAX CONSIDERATIONS
The exchange of the old notes for new notes will not be treated as a
taxable transaction for U.S. Federal income tax purposes. Your basis and holding
period in the new notes will equal your basis and holding period in the old
notes exchanged for them.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES
ARISING UNDER STATE, LOCAL OR FOREIGN LAWS.
PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes for its own account in
connection with the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of those new notes. A broker-dealer may
use this prospectus, as amended or supplemented from time to time, in connection
with resales of new notes received in exchange for old notes where such
broker-dealer acquired old notes as a result of
24
market-making activities or other trading activities. We have agreed that for a
period of 30 days after the expiration date of the exchange offer, we will make
available a prospectus, as amended or supplemented, meeting the requirements of
Securities Act to any broker-dealer for use in connection with those resales.
We will not receive any proceeds from any sale of new notes by
broker-dealers. Broker-dealers may sell new notes received by them for their own
account pursuant to the exchange offer from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the new notes or a combination of those methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any broker-dealer or
the purchasers of any new notes.
Any broker-dealer that resells new notes that were received by it for its
own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of new notes and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
For a period of 30 days after the expiration date of the exchange offer, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests these documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer, other than commission or concessions of any broker or dealers.
VALIDITY OF THE NOTES
The validity of the new notes will be passed upon by Sullivan & Cromwell
LLP, New York, New York. Partners of Sullivan & Cromwell LLP involved in the
representation of AIG beneficially own approximately 11,360 shares of AIG common
stock.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements and financial statement schedules of
AIG and its subsidiaries incorporated in this prospectus by reference to AIG's
Annual Report on Form 10-K for the year ended December 31, 2003 have been so
incorporated in reliance on the report by PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
25
AMERICAN INTERNATIONAL GROUP, INC.
OFFER TO EXCHANGE UP TO
$500,000,000 2.875% NOTES DUE 2008 AND
$1,000,000,000 4.250% NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
FOR
ANY AND ALL OUTSTANDING
2.875% NOTES DUE 2008 AND
4.250% NOTES DUE 2013
---------------------
PROSPECTUS
, 2004
---------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The amended and restated certificate of incorporation of AIG 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 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 amended and restated certificate of incorporation 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 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
See Exhibits Index which is incorporated herein by reference.
ITEM 22. 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date for the 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 the registration statement; and
(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 the 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
15(d) of the Securities Exchange Act of 1934 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unexchanged at the
termination of the offering.
II-1
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities Act of 1933 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 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
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the 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.
(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the 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 22nd day of March, 2004.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ MARTIN J. SULLIVAN
------------------------------------
Name: Martin J. Sullivan
Title: Vice Chairman and
Co-Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman, Chief Executive March 22, 2004
------------------------------------------------ Officer
(M. R. Greenberg) and Director
(Principal Executive Director)
* Vice Chairman, Chief Financial March 22, 2004
------------------------------------------------ Officer, Chief Administrative
(Howard I. Smith) Officer and Director
(Principal Financial Officer)
* Vice President and Comptroller March 22, 2004
------------------------------------------------ (Principal Accounting Officer)
(Michael J. Castelli)
Director
------------------------------------------------
(M. Bernard Aidinoff)
* Director March 22, 2004
------------------------------------------------
(Pei-yuan Chia)
* Director March 22, 2004
------------------------------------------------
(Marshall A. Cohen)
Director
------------------------------------------------
(William S. Cohen)
* Director March 22, 2004
------------------------------------------------
(Martin S. Feldstein)
Director
------------------------------------------------
(Ellen V. Futter)
* Director March 22, 2004
------------------------------------------------
(Carla A. Hills)
II-3
SIGNATURE TITLE DATE
--------- ----- ----
* Director March 22, 2004
------------------------------------------------
(Frank J. Hoenemeyer)
* Director March 22, 2004
------------------------------------------------
(Richard C. Holbrooke)
/s/ MARTIN J. SULLIVAN Director March 22, 2004
------------------------------------------------
(Martin J. Sullivan)
Director
------------------------------------------------
(Edward S.W. Tse)
* Director March 22, 2004
------------------------------------------------
(Jay S. Wintrob)
* Director March 22, 2004
------------------------------------------------
(Frank G. Wisner)
* Director March 22, 2004
------------------------------------------------
(Frank G. Zarb)
*By: /s/ MARTIN J. SULLIVAN
-----------------------------------------------
Martin J. Sullivan, as attorney-in-fact
II-4
EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ----------- --------
3.1 Restated Certificate of Incorporation of Incorporation by reference to Exhibit
AIG 3(i) to AIG's Annual Report on Form 10-K
for the year ended December 31, 1996
(File No. 1-8787)
3.2 Certificate of Amendment of Certificate Incorporated by reference to Exhibit 3(i)
of Incorporation of AIG, filed June 3, to AIG's Quarterly Report on Form 10-Q
1998 for the quarter ended June 30, 1998 (file
No. 1-8787)
3.3 Certificate of Merger of Sun America Inc. Incorporated by reference to Exhibit 3(i)
with and into AIG, filed December 30, to AIG's Annual Report on Form 10-K for
1998 and effective January 1, 1999 the year ended December 31, 1998 (File
No. 1-8787)
3.4 Certificate of Amendment to Certificate Incorporated by reference to Exhibit
of Incorporation of AIG, filed June 5, 3(i)(c) to AIG's Registration Statement
2000 on Form S-4 (File No. 333-45828)
3.5 By-laws of AIG Incorporated by reference to Exhibit
3(ii) to AIG's Annual Report on Form 10-K
for the year ended December 31, 2000
(File No. 1-8787)
4.1 Indenture, dated as of July 15, 1989, Incorporated by reference to Exhibit 4 to
between AIG and The Bank of New York, as AIG's Registration Statement on Form S-3
Trustee (File No. 33-25291)
4.2 First Supplemental Indenture, dated as of Previously filed
May 15, 2003, between AIG and The Bank of
New York, as Trustee, including the form
of note
5.1 Validity Opinion of Sullivan & Cromwell Filed herewith
LLP
12 Statement regarding computation of ratios Incorporated by reference to Exhibit 12
of earnings to fixed charges to AIG's Annual Report on Form 10-K for
the year ended December 31, 2003 (File
No. 1-8787)
23.1 Consent of PricewaterhouseCoopers LLP, Filed herewith
independent accountants for AIG
23.3 Consent of Sullivan & Cromwell LLP Included in Exhibit 5.1
24 Powers of Attorney Previously filed
25.1 Form T-1 Statement of Eligibility under Filed herewith
the Trust Indenture Act of 1939 of The
Bank of New York, as Trustee
99.1 Form of Letter of Transmittal Filed herewith
99.2 Form of Notice of Guaranteed Delivery Filed herewith
99.3 Form of Letter to DTC Participants Filed herewith
99.4 Form of Letter to Clients Filed herewith
99.5 Form of Instructions to DTC Participant Filed herewith
from Beneficial Owner
99.6 Form of Exchange Agent Agreement Filed herewith
Exhibit 5.1
March 22, 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
(the "Act") of $500,000,000 principal amount of 2.875% Notes Due 2008 (the
"5-Year Notes") and $1,000,000,000 principal amount of 4.250% Notes Due 2013
(together with the 5-Year Notes, the "Securities") of American International
Group, Inc., a Delaware corporation (the "Company"), to be issued pursuant to
the Indenture, dated as of July 15, 1989, and the First Supplemental Indenture,
dated as of May 15, 2003 (together, the "Indenture"), between the Company and
The Bank of New York, as Trustee (the "Trustee"), 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.
American International Group, Inc. -2-
Upon the basis of such examination, we advise you that, in our
opinion, when the Company's Registration Statement on Form S-4 (File No.
333-107945) (the "Registration Statement") has become effective under the Act,
and the Securities have been duly executed and authenticated in accordance with
the Indenture and issued and delivered in exchange for the Company's outstanding
2.875% Notes Due 2008 and 4.250% of Notes Due 2013 as contemplated by the
Registration Statement, the Securities will constitute valid and legally binding
obligations 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.
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,
American International Group, Inc. -3-
and we have assumed that the Indenture has been duly authorized, executed and
delivered by the Trustee, that the Securities will conform to the specimens
thereof examined by us and that the signatures on all documents examined by us
are genuine, assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
the Notes" in the Prospectus. In giving such consent, 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
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of our report dated February 11, 2004 relating to the
consolidated financial statements and financial statement schedules of American
International Group, Inc., which appears in its Annual Report on Form 10-K for
the year ended December 31, 2003. We also consent to the references to us under
the heading "Independent Accountants" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
-----------------------------------------
PricewaterhouseCoopers LLP
New York, New York
March 22, 2004
EXHIBIT 25.1
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
American International Group, Inc.
(Exact name of obligor 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 of principal executive offices) (Zip code)
-------------
2.875% Notes Due 2008
4.250% Notes Due 2013
(Title of the indenture securities)
========================================================================
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
Name Address
---- -------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and
Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(D).
1. A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-2-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 4th day of March, 2004.
THE BANK OF NEW YORK
By: /s/ VAN K. BROWN
----------------------------------
Name: VAN K. BROWN
Title: VICE PRESIDENT
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2003, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
- ------ ------------
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ......... $ 3,752,987
Interest-bearing balances .................................. 7,153,561
Securities:
Held-to-maturity securities ................................ 260,388
Available-for-sale securities .............................. 21,587,862
Federal funds sold and securities purchased under
agreements to resell .......................................
Federal funds sold in domestic offices ..................... 165,000
Securities purchased under agreements to resell ............ 2,804,315
Loans and lease financing receivables:
Loans and leases held for sale ............................. 557,358
Loans and leases, net of unearned income ................... 36,255,119
LESS: Allowance for loan and lease losses .................. 664,233
Loans and leases, net of unearned income and
allowance ................................................ 35,590,886
Trading Assets ............................................... 4,892,480
Premises and fixed assets (including capitalized
leases) .................................................... 926,789
Other real estate owned ...................................... 409
Investments in unconsolidated subsidiaries and
associated companies ....................................... 277,788
Customers' liabilities to this bank on
acceptances outstanding .................................... 144,025
Intangible assets ............................................
Goodwill ................................................... 2,635,322
Other intangible assets .................................... 781,009
Other assets ................................................. 7,727,722
-----------
Total assets ................................................. $89,257,901
===========
LIABILITIES
Deposits:
In domestic offices ........................................ $33,763,250
Noninterest-bearing ........................................ 14,511,050
Interest-bearing ........................................... 19,252,200
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................... 22,980,400
Noninterest-bearing ........................................ 341,376
Interest-bearing ........................................... 22,639,024
Federal funds purchased and securities sold
under agreements to repurchase .............................
Federal funds purchased in domestic offices ................ 545,681
Securities sold under agreements to repurchase ............. 695,658
Trading liabilities .......................................... 2,338,897
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) .................................. 11,078,363
Bank's liability on acceptances executed and
outstanding ................................................ 145,615
Subordinated notes and debentures ............................ 2,408,665
Other liabilities ............................................ 6,441,088
-----------
Total liabilities ............................................. $80,397,617
===========
Minority interest in consolidated subsidiaries ............... 640,126
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................ 0
Common stock ................................................. 1,135,284
Surplus ...................................................... 2,077,255
Retained earnings ............................................ 4,955,319
Accumulated other comprehensive income ....................... 52,300
Other equity capital components .............................. 0
-----------
Total equity capital ......................................... 8,220,158
-----------
Total liabilities minority interest and equity
capital .................................................... $89,257,901
===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
Thomas A. Renyi
Gerald L. Hassell Directors
Alan R. Griffith
EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
2.875% NOTES DUE 2008; AND
4.250% NOTES DUE 2013
OF
AMERICAN INTERNATIONAL GROUP, INC.
---------------------
Pursuant to the Prospectus Dated , 2004
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS
EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME
AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent:
THE BANK OF NEW YORK
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
The Bank of New York (212) 298-1915
Corporate Trust Operations Attention: Ms. Diane Amoroso
Reorganization Unit
101 Barclay Street -- 7 East Confirm by Telephone
New York, NY 10286 (212) 815-3738
Attention: Ms. Diane Amoroso
FOR INFORMATION CALL: (212) 815-3738
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED
DELIVERY ARE COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated ,
2004 (the "Prospectus") of American International Group, Inc. (the "Company")
and this Letter of Transmittal (this "Letter of Transmittal"), which, together
with the Prospectus, constitutes the Company's offer (the "Exchange Offer") to
exchange up to $500,000,000 aggregate principal amount of its 2.875% Notes Due
2008 (the "New 5-Year Notes") and $1,000,000,000 aggregate principal amount of
its 4.250% Notes Due 2013 (the "New 10-Year Notes" and, together with the New
5-Year Notes, the "New Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for up to $500,000,000 aggregate
principal amount of its outstanding 2.875% Notes Due 2008 (the "Old 5-Year
Notes") and $1,000,000,000 aggregate principal amount of its outstanding 4.250%
Notes Due 2013 (the "Old 10-Year Notes" and, together with the Old 5-Year Notes,
the "Old Notes").
Recipients of the Prospectus should read the requirements described in such
Prospectus with respect to eligibility to participate in the Exchange Offer.
Capitalized terms used but not defined herein have the meanings given to them in
the Prospectus.
Old Notes may be tendered only by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company (the "Depositary"). Tenders of
the Old Notes must be effected in accordance with the procedures mandated by the
Depositary's Automated Tender Offer Program and the procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Book-Entry Transfer."
The undersigned hereby tenders the Old Notes described in the box entitled
"Description of Old Notes" below pursuant to the terms and conditions described
in the Prospectus and this Letter of Transmittal. The undersigned is the
registered holder of all the Old Notes covered by this Letter of Transmittal and
the undersigned represents that it has received from each beneficial owner of
Old Notes ("Beneficial Owners") a duly completed and executed form of
"Instruction to Registered Holder from Beneficial Owner" accompanying this
Letter of Transmittal, instructing the undersigned to take the action described
in this Letter of Transmittal. Registered holder, as used herein, refers to a
participant in the Depositary whose name appears on the Depositary's security
position listing as the owner of the Old Notes tendered hereby. The undersigned
hereby represents and warrants that the information set forth in the box
entitled "Beneficial Owner(s)" is true and correct. Any Beneficial Owner whose
Old Notes are registered in the name of a broker, dealer, commercial bank, trust
company or other nominee and who wishes to tender should contact such registered
holder of Old Notes promptly and instruct such registered holder of Old Notes to
tender on behalf of the Beneficial Owner.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must (i) complete the box entitled "Description of Old Notes," (ii) if
appropriate, check and complete the boxes relating to Book-entry Transfer,
Guaranteed Delivery, Special Issuance Instructions and Beneficial Owner(s), and
(iii) sign this Letter of Transmittal by completing the box entitled "Sign
Here." Each holder of Old Notes should carefully read the detailed instructions
below prior to completing the Letter of Transmittal. If the holder of Old Notes
wishes to tender for exchange less than all of such holder's Old Notes, column
(3) in the box entitled "Description of Old Notes" must be completed in full.
See also Instruction 5.
Holders of Old Notes who desire to tender their Old Notes for exchange and
who cannot deliver all the documents required hereby to the Exchange Agent on or
prior to the Expiration Date or to complete the procedure for book-entry
transfer on a timely basis, must tender the Old Notes pursuant to the guaranteed
delivery procedures set forth in the section of the Prospectus entitled "The
Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
2
- -------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES
- -------------------------------------------------------------------------------------------------------
(1) (2) (3)
- -------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF TENDERED FOR EXCHANGE
OLD NOTE(S), EXACTLY AS THE NAME OF THE PARTICIPANT (ONLY IF DIFFERENT AMOUNT
APPEARS ON THE BOOK-ENTRY TRANSFER FACILITY'S FROM COLUMN (2))
SECURITY POSITION LISTING AGGREGATE (MUST BE IN INTEGRAL
(PLEASE FILL IN, IF BLANK) PRINCIPAL AMOUNT MULTIPLES OF $1,000)(1)
- -------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
1. Column (3) need not be completed by holders of Old Notes who wish to tender
for exchange the principal amount of Old Notes listed in column (2).
Completion of column (3) will indicate that the holder of Old Notes wishes to
tender for exchange only the principal amount of Old Notes indicated in
column (3).
3
[ ] CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name of Tendering
Institution:
- --------------------------------------------------------------------------------
Account
Number:
- --------------------------------------------------------------------------------
Transaction Code
Number:
- --------------------------------------------------------------------------------
BY CREDITING THE OLD NOTES TO THE EXCHANGE AGENT'S ACCOUNT WITH THE
DEPOSITARY'S AUTOMATED TENDER OFFER PROGRAM ("ATOP") AND BY COMPLYING WITH
APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFER, THE HOLDER OF
THE OLD NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THIS
LETTER OF TRANSMITTAL AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL
OWNERS OF SUCH OLD NOTES ALL PROVISIONS OF THIS LETTER OF TRANSMITTAL
APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF IT HAD COMPLETED
THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF
TRANSMITTAL.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Old Note(s):
- --------------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------
Window Ticket Number (if available):
- --------------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery:
- --------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
ATTENTION BROKER-DEALERS: IMPORTANT NOTICE
CONCERNING YOUR ABILITY TO RESELL THE NEW NOTES
IF THE COMPANY OR THE EXCHANGE AGENT DOES NOT RECEIVE ANY LETTERS OF
TRANSMITTAL FROM BROKER-DEALERS REQUESTING ADDITIONAL COPIES OF THE
PROSPECTUS FOR USE IN CONNECTION WITH RESALES OF THE NEW NOTES, THE COMPANY
INTENDS TO TERMINATE THE EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SOON
AS PRACTICABLE AFTER THE CONSUMMATION OR TERMINATION OF THE EXCHANGE OFFER.
IF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT IS TERMINATED, YOU WILL
NOT BE ABLE TO USE THE PROSPECTUS IN CONNECTION WITH RESALES OF NEW NOTES
AFTER SUCH TIME. SEE SECTION ENTITLED "THE EXCHANGE OFFER -- TERMS OF THE
EXCHANGE OFFER" CONTAINED IN THE PROSPECTUS FOR MORE INFORMATION.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES
OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR
USE IN CONNECTION WITH RESALES OF NEW NOTES:
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
Telephone No.:
- --------------------------------------------------------------------------------
4
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Old Notes tendered by book-entry transfer which are
not exchanged are to be returned by credit to an account maintained at the
Depositary.
Credit Old Notes not exchanged and delivered by book-entry transfer to the
Depositary account set forth below:
- --------------------------------------------------------------------------------
(ACCOUNT NUMBER)
- ----------------------------------------------------------------------------------------------------------------
BENEFICIAL OWNER(S)
- ----------------------------------------------------------------------------------------------------------------
STATE OF PRINCIPAL RESIDENCE OF EACH BENEFICIAL PRINCIPAL AMOUNT OF OLD NOTES HELD FOR ACCOUNT OF
OWNER OF OLD NOTES BENEFICIAL OWNER(S)
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
5
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by American International Group, Inc. (the "Company")
upon the terms and subject to the conditions set forth in the Prospectus dated
, 2004 (the "Prospectus") and this Letter of Transmittal (this "Letter
of Transmittal"), which, together with the Prospectus, constitutes the Company's
offer (the "Exchange Offer") to exchange up to $500,000,000 aggregate principal
amount of its 2.875% Notes Due 2008 (the "New 5-Year Notes") and $1,000,000,000
aggregate principal amount of its 4.250% Notes Due 2013 (the "New 10-Year Notes"
and, together with the New 5-Year Notes, the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for up to $500,000,000 aggregate principal amount of its outstanding 2.875%
Notes Due 2008 (the "Old 5-Year Notes") and $1,000,000,000 aggregate principal
amount of its outstanding 4.250% Notes Due 2013 (the "Old 10-Year Notes" and,
together with the Old 5-Year Notes, the "Old Notes"), the undersigned hereby
tenders to the Company for exchange the Old Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Old Notes tendered for exchange herewith, the
undersigned (i) acknowledges and agrees that the Company shall have fully
performed all of its obligations to conduct an "Exchange Offer" under the
Exchange and Registration Rights Agreement, dated as of May 15, 2003, among the
Company and the Initial Purchasers (as defined therein), (ii) will have
irrevocably sold, assigned and transferred to the Company all right, title and
interest in, to and under all of the Old Notes tendered for exchange hereby, and
(iii) hereby appoints The Bank of New York (the "Exchange Agent") as the true
and lawful agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as agent of the Company) of such holder of Old Notes with
respect to such Old Notes, with full power of substitution, to (x) transfer
ownership of such Old Notes on the account books maintained by The Depository
Trust Company (the "Depositary") (together with all accompanying evidences of
transfer and authenticity), (y) take any action necessary to transfer such Old
Notes to the Company, and (z) receive all benefits and otherwise exercise all
rights and incidents of ownership with respect to such Old Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes,
and (ii) when such Old Notes are accepted for exchange by the Company, the
Company will acquire good, marketable and unencumbered title thereto, free and
clear of all security interests, liens, restrictions, charges, encumbrances, or
other obligations relating to their sale and transfer, and not subject to any
adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the tender, exchange, assignment and transfer of the
Old Notes tendered for exchange hereby.
The undersigned hereby further represents to the Company that (i) the New
Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer (if not a broker-dealer referred to in the last sentence of
this paragraph) is engaging or intends to engage in the distribution of the New
Notes and none of them have any arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer acknowledge and agree that any broker-dealer or
any person participating in the Exchange Offer for the purpose of distributing
the New Notes (x) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the New Notes acquired by such person and (y) cannot rely on the
position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in Morgan Stanley & Co. Incorporated no-action letter
(available June 5, 1991) or the Exxon Capital Holdings Corporation no-action
letter (available May 13, 1988) or similar letters, (iv) the undersigned and
each person receiving any New Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer understand that a secondary resale transaction
described in clause (iii) above should be covered by an effective registration
statement and (v) neither the undersigned nor any person receiving any New Notes
directly or indirectly from the undersigned pursuant to the Exchange Offer is an
"affiliate" of the Company, as defined under Rule 405 under the Securities Act.
If the undersigned is a broker-dealer that will receive New Notes for its
6
own account in exchange for Old Notes that were acquired as a result of market
making or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such New Notes received in respect of such Old Notes pursuant to the
Exchange Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned acknowledges that, for purposes of the Exchange Offer, the
Company will be deemed to have accepted for exchange, and to have exchanged,
validly tendered Old Notes, if, as and when the Company gives oral or written
notice thereof to the Exchange Agent. The undersigned acknowledges that the
Company's acceptance of Old Notes validly tendered for exchange pursuant to any
one of the procedures described in the section of the Prospectus entitled "The
Exchange Offer" and in the instructions hereto will constitute a valid, binding
and enforceable agreement between the undersigned and the Company upon the terms
and subject to the conditions of the Exchange Offer. Tenders of Old Notes for
exchange may be withdrawn at any time prior to the Expiration Date.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Old Notes not tendered for exchange to the
undersigned. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" to transfer any Old Notes if the
Company does not accept for exchange any of the Old Notes so tendered for
exchange or if such transfer would not be in compliance with any transfer
restrictions applicable to such Old Notes.
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, liquidation, dissolution, winding up or any other event
relating to the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as otherwise stated in the Prospectus, this
tender for exchange of Old Notes is irrevocable.
7
SIGN HERE
X ------------------------------ Date: ------------------------------
SIGNATURE OF OWNER
MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OLD NOTES EXACTLY AS NAME(S)
APPEAR(S) ON A SECURITY POSITION LISTING OR BY PERSON(S) AUTHORIZED TO BECOME
REGISTERED OLD NOTE HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED
HEREWITH. IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS,
ATTORNEYS-IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. (SEE
INSTRUCTION 6).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAMES(S)
- --------------------------------------------------------------------------------
CAPACITY (FULL TITLE)
- --------------------------------------------------------------------------------
ADDRESS (INCLUDING ZIP CODE)
- --------------------------------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
- --------------------------------------------------------------------------------
TAX IDENTIFICATION NUMBER
GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
X ------------------------------ Date: ------------------------------
AUTHORIZED SIGNATURE
- --------------------------------------------------------------------------------
NAME AND TITLE
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES.
Except as otherwise provided below, all signatures on this Letter of
Transmittal must be guaranteed by an institution which is a member of the New
York Stock Exchange Medallion Signature Program or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (an "Eligible Institution"). Signatures on this Letter
of Transmittal need not be guaranteed if such Old Notes are tendered for the
account of an Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by holders of Old Notes if
tenders are to be made pursuant to the procedures for tender by book-entry
transfer or guaranteed delivery set forth in the section of the Prospectus
entitled "The Exchange Offer -- Guaranteed Delivery Procedures." All deliveries
of old Notes must be made to the account of the Exchange Agent maintained at the
Depositary. A confirmation of a book-entry transfer (a "Book-Entry
Confirmation"), as well as any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent prior to the Expiration
Date. Holders of Old Notes who desire to tender their Old Notes for exchange and
who cannot deliver all documents required hereby to the Exchange Agent on or
prior to the Expiration Date or to complete the procedure for book-entry
transfer on a timely basis, may have such tender effected if: (a) such tender is
made by or through an Eligible Institution, (b) prior to the Expiration Date,
the Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery substantially in the
form provided by the Company (by facsimile transmission, mail or hand delivery)
setting forth the name of the holder of such Old Notes and the principal amount
of Old Notes tendered for exchange, stating that tender is being made thereby
and guaranteeing that, within three New York Stock Exchange trading days after
the date of execution of the Notice of Guaranteed Delivery, this Letter of
Transmittal (or a manually executed facsimile thereof) or an agent's message,
properly completed and duly executed, a Book-Entry Confirmation and any other
documents required by this Letter of Transmittal, will be deposited by such
Eligible Institution with the Exchange Agent, and (c) a properly completed and
duly executed Letter of Transmittal (or a manually executed facsimile thereof)
or an agent's message, a Book-Entry Confirmation and any other documents
required by this Letter of Transmittal are received by the Exchange Agent within
three New York Stock Exchange trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF
OLD NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. THE LETTER OF TRANSMITTAL SHOULD NOT BE SENT TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
3. INADEQUATE SPACE.
If the space provided in the box entitled "Description of Old Notes" above
is inadequate, the principal amounts of the Old Notes being tendered should be
listed on a separate signed schedule affixed hereto.
4. WITHDRAWALS.
A tender of Old Notes may be withdrawn at any time prior to the Expiration
Date by delivery of an Automated Tender Offer Program electronic transmission
notice of withdrawal and the Exchange Agent must receive the electronic notice
of withdrawal from the Depositary prior to the Expiration Date. Withdrawals of
tenders of Old Notes may not be
9
rescinded, and any Old Notes withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer, and no New Notes will be issued
with respect thereto unless the Old Notes so withdrawn are validly retendered.
Properly withdrawn Old Notes may be retendered by following one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering" at any time prior to the Expiration Date.
5. PARTIAL TENDERS.
Tenders of Old Notes will be accepted only in integral multiples of $1,000
principal amount. If a tender for exchange is to be made with respect to less
than the entire principal amount of any Old Notes, fill in the principal amount
of Old Notes which are tendered for exchange in column (3) of the box entitled
"Description of Old Notes." In case of a partial tender for exchange, the
untendered principal amount of the Old Notes will be credited to Depositary
account of the tendering holder, unless otherwise indicated in the appropriate
box on this Letter of Transmittal, as promptly as practicable after the
expiration or termination of the Exchange Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL AND POWERS OF ATTORNEY.
The signature(s) of the holder of Old Notes on this Letter of Transmittal
must correspond with the name of such holder as it appear on a security position
listing maintained by the Depositary, without any change whatsoever.
When this Letter of Transmittal is signed by the holder of the Old Notes
listed and transmitted hereby, no separate powers of attorney are required. If,
however, Old Notes not tendered or not accepted are to be issued or returned to
a person other than the holder of Old Notes, then the Old Notes transmitted
hereby must be accompanied by appropriate powers of attorney in a form
satisfactory to the Company, in either case signed exactly as the name(s) of the
holder of Old Notes appear(s) on a security position listing maintained by the
Depositary. Signatures on such powers of attorney must be guaranteed by an
Eligible Institution (unless signed by an Eligible Institution).
If this Letter of Transmittal or powers of attorney are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Company of their authority so to act must be submitted.
7. TRANSFER TAXES.
Except as set forth in this Instruction 7, the Company will pay all
transfer taxes, if any, applicable to the transfer and exchange of Old Notes
pursuant to the Exchange Offer. If issuance of New Notes is to be made to, or
Old Notes not tendered for exchange are to be issued or returned to, any person
other than the tendering holder, or if a transfer tax is imposed for any reason
other than the exchange of Old Notes pursuant to the Exchange Offer, and
satisfactory evidence of payment of such taxes or exemptions therefrom is not
submitted with this Letter of Transmittal, the amount of any transfer taxes
payable on account of any such transfer will be imposed on and payable by the
tendering holder of Old Notes prior to the issuance of the New Notes.
8. IRREGULARITIES.
All questions as to the form of documents and the validity, eligibility
(including time of receipt), acceptance and withdrawal of Old Notes will be
determined by the Company, in its sole discretion, whose determination shall be
final and binding. The Company reserves the absolute right to reject any or all
tenders for exchange of any particular Old Notes that are not in proper form, or
the acceptance of which would, in the opinion of the Company (or its counsel),
be unlawful. The Company reserves the absolute right to waive any defect,
irregularity or condition of tender for exchange with regard to any particular
Old Notes. The Company's interpretation of the terms of, and conditions to, the
Exchange Offer (including the instructions herein) will be final and binding.
Unless waived, any defects or irregularities in connection with the Exchange
Offer must be cured within such time as the Company shall determine. Neither the
Company, the Exchange Agent nor any other person shall be under any duty to give
notice of any defects or irregularities in Old Notes tendered for exchange, nor
shall any of them incur any liability for failure to give such notice. A tender
of Old Notes will not be deemed to have been made until all defects and
irregularities with respect to such tender have been cured or waived. Any Old
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10
9. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive, amend or modify any of
the specified conditions described under "The Exchange Offer -- Conditions to
the Exchange Offer" in the Prospectus.
10. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES.
Requests for information about the procedure for tendering or for
withdrawing tenders, or for additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent at the address or
telephone number set forth on the cover of this Letter of Transmittal. All other
questions about this Exchange Offer should be addressed to Director of Investor
Relations at the Company (telephone number -- 212 770-6293).
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) OR AN AGENT'S MESSAGE TO THE DEPOSITARY TOGETHER WITH CONFIRMATION
OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
11
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
2.875% NOTES DUE 2008; AND
4.250% NOTES DUE 2013
OF
AMERICAN INTERNATIONAL GROUP, INC.
This form must be used by a holder of unregistered 2.875% Notes Due 2008
(the "Old 5-Year Notes") and 4.250% Notes Due 2013 (the "Old 10-Year Notes" and,
together with the Old 5-Year Notes, the "Old Notes") of American International
Group, Inc. (the "Company"), who wishes to tender Old Notes to the Exchange
Agent in exchange for the Company's 2.875% Notes Due 2008 (the "New 5-Year
Notes") and 4.250% Notes Due 2013 (the "New 10-Year Notes" and, together with
the New 5-Year Notes, the "New Notes"), which have been registered under the
Securities Act of 1933, as amended, pursuant to the guaranteed delivery
procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures"
of the Prospectus, dated , 2004 (the "Prospectus"), and in Instruction
2 to the related Letter of Transmittal. Any holder who wishes to tender Old
Notes pursuant to such guaranteed delivery procedures must ensure that the
Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms not defined herein have
the meanings ascribed to them in the Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS
EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME
AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent:
THE BANK OF NEW YORK
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
The Bank of New York (212) 298-1915
Corporate Trust Operations Attention: Ms. Diane Amoroso
Reorganization Unit
101 Barclay Street - 7 East Confirm by Telephone
New York, NY 10286
Attention: Ms. Diane Amoroso (212) 815-3738
FOR INFORMATION CALL: (212) 815-3738
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
NOTICE OF GUARANTEED DELIVERY AND IN THE LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY AND THE LETTER OF
TRANSMITTAL ARE COMPLETED.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned understands that tenders of Old Notes will be accepted only
in authorized denominations. The undersigned understands that tenders of Old
Notes pursuant to the Exchange Offer may not be withdrawn after the Expiration
Date. Tenders of Old Notes may be withdrawn at any time prior to the Expiration
Date or if the Exchange Offer is terminated or as otherwise provided in the
Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity, liquidation,
dissolution, winding up or any other event relating to the undersigned and every
obligation of the undersigned under this Notice of Guaranteed Delivery shall be
binding upon the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and other legal representatives of
the undersigned.
The undersigned hereby tenders the Old Notes listed below:
DEPOSITORY TRUST COMPANY AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL
ACCOUNT NO. REPRESENTED AMOUNT TENDERED
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
Signature of Authorized Signatory:
Date: -------------------------, 2004
- --------------------------------------------------
Name of Tendering Institution:
- --------------------------------------------------
2
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as the name(s) appear(s) on a security position listing as the owner of Old
Notes, or by person(s) authorized to become holder(s) by documents transmitted
with this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.
Please print name(s) and address(es)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity (Full Title):
- --------------------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of the New York Stock Exchange
Medallion Signature Program or an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with a confirmation of the book-entry transfer
of the Old Notes tendered hereby into the Exchange Agent's account at the
Depository Trust Company pursuant to the procedures described in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures" and in
the Letter of Transmittal and any other required documents, all by 5:00 p.m.,
New York City time, on the third New York Stock Exchange trading day following
the date of execution of this Notice of Guaranteed Delivery.
Name of Firm: --------------------------------------------------------
- ---------------------------------------- AUTHORIZED SIGNATURE
Address: Name:
- ----------------------------------------------- -------------------------------------------------
- ----------------------------------------------- Title:
--------------------------------------------------
Area Code and Telephone No.: Date: ------------------------------------------, 2004
- -------------------------------------------
3
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. The signature on this
Notice of Guaranteed Delivery must correspond with the name shown on the
security position listing as the owner of the Old Notes.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Notice of Guaranteed Delivery evidence
satisfactory to the Company of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
4
EXHIBIT 99.3
AMERICAN INTERNATIONAL GROUP, INC.
OFFER TO EXCHANGE UP TO
$500,000,000 2.875% NOTES DUE 2008; AND
$1,000,000,000 4.250% NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
ALL OUTSTANDING UNREGISTERED
2.875% NOTES DUE 2008; AND
4.250% NOTES DUE 2013
To DTC Participants:
We are enclosing herewith the materials listed below relating to the offer
(the "Exchange Offer") by American International Group, Inc. (the "Company") to
exchange up to $500,000,000 aggregate principal amount of its 2.875% Notes Due
2008 (the "New 5-Year Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), for $500,000,000 aggregate
principal amount of its outstanding unregistered 2.875% Notes Due 2008 (the "Old
5-Year Notes") and up to $1,000,000,000 aggregate principal amount of its 4.250%
Notes Due 2013 (the "New 10-Year Notes" and, together with the New 5-Year Notes,
the "New Notes"), which have been registered under the Securities Act, for
$1,000,000,000 aggregate principal amount of its outstanding unregistered 4.250%
Notes Due 2013 (the "Old 10-Year Notes" and, together with the Old 5-Year Notes,
the "Old Notes"), upon the terms and subject to the conditions set forth in the
Prospectus dated , 2004 and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 2004;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder from Beneficial Owner; and
5. Letter to Clients, which may be sent to your clients for whose account
you hold Old Notes in your name or in the name of your nominee, to
accompany the instruction form referred to above, for obtaining such
client's instruction with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004 UNLESS
EXTENDED BY THE COMPANY.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each tendering holder of Old Notes
(a "Holder") will represent to the Company that (i) the New Notes to be acquired
pursuant to the Exchange Offer will be acquired in the ordinary course of
business of the person acquiring the New Notes, whether or not such person is
the Holder, (ii) neither the Holder nor any person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer (if not a
broker-dealer referred to in the last sentence of this paragraph) is engaging or
intends to engage in the distribution of the New Notes and none of them have any
arrangement or understanding with any person to participate in the distribution
of the New Notes, (iii) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer
acknowledge and agree that any broker-dealer or any person participating in the
Exchange Offer for the purpose of distributing the New Notes (x) must comply
with the registration and prospectus delivery requirements
of the Securities Act, in connection with a secondary resale transaction of the
New Notes acquired by such person and (y) cannot rely on the position of the
staff of the Securities and Exchange Commission (the "Commission") set forth in
Morgan Stanley & Co. Incorporated no action letter (available June 5, 1991) or
the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988)
or similar letters, (iv) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer understand
that a secondary resale transaction described in clause (iii) above should be
covered by an effective registration statement and (v) neither the Holder nor
any person receiving any New Notes directly or indirectly from the Holder
pursuant to the Exchange Offer is an "affiliate" of the Company, as defined
under Rule 405 under the Securities Act. If the Holder is a broker-dealer that
will receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market making or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the Holder will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder from Beneficial Owner
contains an authorization by beneficial owner of Old Notes held by you to make
the foregoing representations and warranties on behalf of such beneficial owner.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the exchange agent for the Exchange Offer) in
connection with the solicitation of tenders of Old Notes pursuant to the
Exchange Offer. The Company will pay all transfer taxes, if any, applicable to
the exchange of Old Notes pursuant to the Exchange Offer, on the transfer of Old
Notes to it, except as otherwise provided in Instruction 7 of the enclosed
Letter of Transmittal.
Any inquiries you may have relating to the procedure for tendering or
withdrawing tenders may be addressed to, and additional copies of the enclosed
materials may be obtained from the Exchange Agent at:
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street -- 7 East
New York, NY 10286
Attention: Ms. Diane Amoroso
By Facsimile: (212) 298-1915
By Telephone: (212) 815-3738
All other questions regarding the Exchange Offer should be addressed to Director
of Investor Relations at the Company at telephone number 212-770-6293.
Very truly yours,
AMERICAN INTERNATIONAL GROUP, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER
OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED HEREIN.
2
EXHIBIT 99.4
AMERICAN INTERNATIONAL GROUP, INC.
OFFER TO EXCHANGE UP TO
$500,000,000 2.875% NOTES DUE 2008; AND
$1,000,000,000 4.250% NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
ALL OUTSTANDING UNREGISTERED
$500,000,000 2.875% NOTES DUE 2008; AND
$1,000,000,000 4.250% NOTES DUE 2013
To Our Clients:
We are enclosing herewith (i) a Prospectus dated , 2004 of
American International Group, Inc. (the "Company"), (ii) a related Letter of
Transmittal (which together with the Prospectus constitute the "Exchange Offer")
relating to the offer by the Company to exchange up to $500,000,000 aggregate
principal amount of its 2.875% Notes Due 2008 (the "New 5-Year Notes") and
$1,000,000,000 aggregate principal amount of its 4.250% Notes Due 2013 (the "New
10-Year Notes" and, together with the New 5-Year Notes, the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for up to $500,000,000 aggregate principal amount of its
outstanding 2.875% Notes Due 2008 (the "Old 5-Year Notes") and $1,000,000,000
aggregate principal amount of its outstanding 4.250% Notes Due 2013 (the "Old
10-Year Notes" and, together with the Old 5-Year Notes, the "Old Notes"), upon
the terms and subject to the conditions set forth in the Exchange Offer and
(iii) an Instruction to Registered Holder from Beneficial Owner (the
"Instruction Letter").
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2004 UNLESS EXTENDED. THE EXCHANGE OFFER IS NOT CONDITIONED
UPON ANY MINIMUM NUMBER OF OLD NOTES BEING TENDERED.
We are the holder of record of Old Notes for your account. A tender of such
Old Notes can be made only by us as the record holder pursuant to your
instructions. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender Old Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may make on your
behalf the representations and warranties contained in the Letter of
Transmittal. In this regard, please complete the enclosed Instruction Letter and
return it to us as soon as practicable.
Pursuant to the Letter of Transmittal, each tendering holder of Old Notes
(a "Holder") will represent to the Company that (i) the New Notes to be acquired
pursuant to the Exchange Offer will be acquired in the ordinary course of
business of the person acquiring the New Notes, whether or not such person is
the Holder, (ii) neither the Holder nor any person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer (if not a
broker-dealer referred to in the last sentence of this paragraph) is engaging or
intends to engage in the distribution of the New Notes and none of them have any
arrangement or understanding with any person to participate in the distribution
of the New Notes, (iii) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer
acknowledge and agree that any broker-dealer or any person participating in the
Exchange Offer for the purpose of distributing the New Notes (x) must comply
with the registration and prospectus delivery requirements of the Securities
Act, in connection with a secondary resale transaction of the New Notes acquired
by such person and (y) cannot rely on the position of the staff of the
Securities and Exchange Commission (the "Commission") set forth in Morgan
Stanley & Co. Incorporated no action letter (available June 5, 1991) or the
Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or
similar letters, (iv) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer understand
that a secondary resale transaction described in clause (iii) above should be
covered by an effective registration statement and (v) neither the Holder nor
any
person receiving any New Notes directly or indirectly from the Holder pursuant
to the Exchange Offer is an "affiliate" of the Company, as defined under Rule
405 under the Securities Act. If the Holder is a broker-dealer that will receive
New Notes for its own account in exchange for Old Notes that were acquired as a
result of market making or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes received in respect of such Old
Notes pursuant to the Exchange Offer; however, by so acknowledging and by
delivering a prospectus, the Holder will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
Very truly yours,
AMERICAN INTERNATIONAL GROUP, INC.
2
EXHIBIT 99.5
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
2.875% NOTES DUE 2008; AND
4.250% NOTES DUE 2013
OF
AMERICAN INTERNATIONAL GROUP, INC.
TO DTC PARTICIPANT:
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2004 (the "Prospectus") of American International Group, Inc. (the
"Company"), and accompanying Letter of Transmittal (the "Letter of Transmittal")
that together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of 2.875% Notes Due 2008 (the "New 5-Year Notes") and
4.250% Notes Due 2013 (the "New 10-Year Notes" and, together with the New 5-Year
Notes, the "New Notes") of the Company for each $1,000 principal amount of
outstanding 2.875% Notes Due 2008 (the "Old 5-Year Notes") and 4.250% Notes Due
2013 (the "Old 10-Year Notes" and, together with the Old 5-Year Notes, the "Old
Notes") of the Company. Capitalized terms used but not defined have the meanings
assigned to them in the Prospectus.
This will instruct you as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.
The aggregate face amount of the Old 5-Year Notes held by you for the
account of the undersigned is (fill in amount):
$ of Old 5-Year Notes
$ of Old 10-Year Notes
With respect to the Exchange Offer, the undersigned hereby instructs you
(check one of the following boxes):
[ ] To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered (if any)):
$ of Old 5-Year Notes*
$ of Old 10-Year Notes*
or
[ ] NOT to TENDER any Old Notes held by you for the account of the undersigned.
- ---------------
* New Notes and the untendered portion of Old Notes must be in minimum
denominations of integral multiples of $1,000.
If the undersigned instructs you to tender Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations, warranties and agreements contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
New Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer (if not a broker-dealer referred to in the last sentence of
this paragraph) is engaging or intends to engage in the distribution of the New
Notes and none of them have any arrangement or understanding with any person to
participate in the distribution of the New Notes, (iii) the undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
pursuant to the
Exchange Offer acknowledge and agree that any broker-dealer or any person
participating in the Exchange Offer for the purpose of distributing the New
Notes (x) must comply with the registration and prospectus delivery requirements
of the Securities Act of 1933, as amended (the "Securities Act"), in connection
with a secondary resale transaction of the New Notes acquired by such person and
(y) cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in Morgan Stanley & Co. Incorporated no
action letter (available June 5, 1991) or the Exxon Capital Holdings Corporation
no-action letter (available May 13, 1988) or similar letters, (iv) the
undersigned and each person receiving any New Notes directly or indirectly from
the undersigned pursuant to the Exchange Offer understand that a secondary
resale transaction described in clause (iii) above should be covered by an
effective registration statement and (v) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned pursuant to
the Exchange Offer is an "affiliate" of the Company, as defined under Rule 405
under the Securities Act. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market making or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
SIGN HERE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Date:
- --------------------------------------------------------------------------------
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (Full Title):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Tax Identification or Social Security Number(s):
- --------------------------------------------------------------------------------
2
EXHIBIT 99.6
EXCHANGE AGENT AGREEMENT
, 2004
The Bank of New York
Attention: Corporate Trust Administration
Ladies and Gentlemen:
American International Group, Inc. (the "Company"), proposes to make an
offer (the "Exchange Offer") to exchange $500,000,000 2.875% Notes Due 2008 (the
"New Five-Year Notes") and $1,000,000,000 4.250% Notes Due 2013 (together with
the New Five-Year Notes, the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for $500,000,000
2.875% Notes Due 2008 (the "Old Five-Year Notes") and $1,000,000,000 4.250%
Notes Due 2013 (together with the Old Five-Year Notes, the "Old Notes"), which
have not been registered under the Securities Act. The terms and conditions of
the Exchange Offer as currently contemplated are set forth in a prospectus,
dated , 2004 (the "Prospectus"), and a Letter of Transmittal, a copy of
which is attached as Annex A (the "Letter of Transmittal"), proposed to be
distributed to all record holders of the Old Notes. The Old Notes and the New
Notes are collectively referred to herein as the "Notes."
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is
expected to be commenced by the Company on or about , 2004. The
Automated Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC"))
is to be used by the holders of the Old Notes to accept the Exchange Offer. The
Letter of Transmittal contains instructions with respect to the delivery of Old
Notes tendered in connection therewith.
The Exchange Offer shall commence on , 2004 (the "Effective Time")
and shall expire at 5:00 p.m., New York City time, on , 2004 or on such
subsequent date or time to which the Company may extend the Exchange Offer (the
"Expiration Date"). Subject to the terms and conditions set forth in the
Prospectus, the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving oral
(promptly confirmed in writing) or written notice to you before 5:00 p.m., New
York City time, on the previously scheduled Expiration Date. If the Exchange
Offer is extended, then the term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended.
The Company expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Old Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption "The Exchange Offer
- -- Conditions to the Exchange Offer." The Company will give oral (promptly
confirmed in writing) or written notice of any amendment, termination or
nonacceptance to you as promptly as practicable. In carrying out your duties as
Exchange Agent, you are to act in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The
Exchange Offer," as specifically set forth in the Letter of Transmittal or as
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Old
Notes at DTC to facilitate book-entry tenders of the Old Notes through DTC's
ATOP for the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in DTC's
systems may make book-entry delivery of the Old Notes by causing DTC to
transfer such Old Notes into your account in accordance with DTC's procedure
for such transfer.
3. From and after the Effective Time, you are hereby authorized and
directed to accept and to examine each of the Letters of Transmittal and
confirmation of book-entry transfer into your account at DTC and any other
documents delivered or mailed to you by or for holders of the Old Notes to
ascertain whether: (i) the Letters of Transmittal (or that the instructions
from DTC (the "DTC Transmissions")) contain the proper information required
to be set forth therein and any such other documents (including a Notice of
Guaranteed Delivery, substantially in the form attached hereto as Exhibit B
(the "Notice of Guaranteed Delivery")) are duly executed and properly
completed in accordance with instructions set forth therein; and (ii) that
book-entry confirmations are in due and proper form and contain the
information required to be set forth therein. In each case where the Letter
of Transmittal or any other document has been improperly completed or
executed (or any DTC Transmission is not in due and proper form or omits
required information) or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform the
Holders of the need for fulfillment of all requirements. If such condition is
not promptly remedied by the Holder, you shall report such condition to the
Company and await its direction. All questions as to the validity, form,
eligibility (including timeliness of receipt), acceptance and withdrawal of
any Old Notes tendered or delivered shall be determined by the Company, in
its sole discretion.
4. You are authorized to request from any person tendering Old Notes
to provide you with such additional documents as you or the Company deems
appropriate. You are hereby authorized and directed to process withdrawals of
tenders to the extent withdrawal thereof is authorized by the Exchange Offer.
5. The Company reserves the absolute right (i) to reject any or all
tenders of any particular Old Note determined by the Company not to be in
proper form or the acceptance or exchange of which may, in the opinion of
Company's counsel, be unlawful and (ii) to waive any of the conditions of the
Exchange Offer or any defects, irregularities or conditions to the tender of
any particular Old Note, and the Company's interpretation of the terms and
conditions of the Exchange Offer (including the Letter of Transmittal and
Notice of Guaranteed Delivery and the instructions set forth therein) will be
final and binding.
6. With the approval of the Chief Executive Officer, Chief Financial
Officer or Treasurer, of the Company (such approval, if given orally, to be
promptly confirmed in writing) or any other officer of the Company designated
by the Chief Executive Officer (each an "Authorized Officer"), you are
authorized to waive any irregularities in connection with any tender of Old
Notes pursuant to the Exchange Offer.
7. Tenders of Old Notes may be made only as set forth in the Letter
of Transmittal and in the section of the Prospectus captioned "The Exchange
Offer -- Procedures for Tendering," and Old Notes shall be considered
properly tendered to you only when tendered in accordance with the procedures
set forth therein.
Notwithstanding the provisions of this Section 7, Old Notes which an
Authorized Officer shall approve as having been properly tendered shall be
considered to be properly tendered (such approval, if given orally, shall be
promptly confirmed in writing).
8. You shall advise the Company with respect to any Old Notes
received subsequent to the Expiration Date and accept the Company's written
instructions with respect to disposition of such Old Notes.
9. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Company will notify you (such notice, if given orally, to
be promptly confirmed in writing) of its acceptance, promptly after the
Expiration Date, of all Old Notes properly tendered and you, on behalf of the
Company, will exchange such Old Notes for New Notes and cause such Old Notes
to be cancelled and delivered to the Company. Delivery of New Notes will be
made on behalf of the Company by you at the rate of $1,000 principal amount
of New Notes for each $1,000 principal amount of the corresponding series of
Old Notes tendered promptly after notice (such notice if given orally, to be
promptly confirmed in writing) of acceptance of said Old Notes by the
Company; provided, however, that in all cases, Old Notes tendered pursuant to
the Exchange Offer will be exchanged only after timely receipt by you of
confirmation of book-entry transfer into your account at DTC, a properly
completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantees (or DTC
Transmission) and, if applicable, a Notice of Guaranteed Delivery, and any
other required documents. You shall issue New Notes only in denominations of
$1,000 or any integral multiple thereof.
-2-
10. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Old Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time prior to the Expiration Date.
11. The Company shall not be required to exchange any Old Notes
tendered if any of the conditions set forth in the Exchange Offer are not
met. Notice of any decision by the Company not to exchange any Old Notes
tendered shall be given (if given orally, to be promptly confirmed in
writing) by the Company to you.
12. If, pursuant to the Exchange Offer, the Company does not accept
for exchange all or part of the Old Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus
under the captions "The Exchange Offer -- Terms of the Exchange Offer" or
"The Exchange Offer -- Conditions to the Exchange Offer" or otherwise, you
shall as soon as practicable after the expiration or termination of the
Exchange Offer effect appropriate book-entry transfer, together with any
related required documents that are in your possession, to the persons who
deposited them.
13. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, bank or other persons
or to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder you:
(a) shall not be liable for any action or omission to act
unless the same constitutes your own negligence, willful misconduct or bad
faith, and in no event shall you be liable to the Company for special,
indirect or consequential damages, or lost profits, arising in connection
with this Agreement;
(b) shall have no duties or obligations other than those
specifically set forth herein or in the Prospectus or as may be subsequently
agreed to in writing between you and the Company;
(c) will be regarded as making no representations and having
no responsibilities as to the validity, sufficiency, value or genuineness of
any of the Old Notes deposited with you pursuant to the Exchange Offer, and
will not be required to and will make no representation as to the validity,
value or genuineness of the Exchange Offer;
(d) shall not be obligated to take any legal action hereunder
which might in your judgment involve any expense or liability, unless you
shall have been furnished with indemnity reasonably satisfactory to you;
(e) may conclusively rely on and shall be protected in acting
in reliance upon any certificate, instrument, opinion, notice, letter,
telegram or other document or security delivered to you and reasonably
believed by you to be genuine and to have been signed or presented by the
proper person or persons;
(f) may act upon any tender, statement, request, document,
agreement, certificate or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as to
the truth and accuracy of any information contained therein, which you shall
reasonably believe to be genuine or to have been signed or presented by the
proper person or persons;
(g) may conclusively rely on and shall be protected in acting
upon written or oral instructions from any authorized officer of the Company
or from Company's counsel;
(h) may consult with counsel of your selection with respect to
any questions relating to your duties and responsibilities and the advice or
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken by
you hereunder in good faith and in accordance with the advice or opinion of
such counsel; and
-3-
(i) shall not make any recommendation as to whether a holder
or beneficial owner of Old Notes should or should not tender such holder's or
beneficial owner's Old Notes and shall not solicit any holder or beneficial
owner for the purpose of causing such holder or beneficial owner to tender
such holder's or beneficial owner's Old Notes.
15. You shall take such action as may from time to time be requested
by the Company (and such other action as you may deem appropriate) to furnish
copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed
Delivery or such other forms as may be approved from time to time by the
Company, to all persons requesting such documents and to accept and comply
with telephone, mail or facsimile requests for information relating to the
Exchange Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. The
Company will furnish you with copies of such documents on your request. All
other requests for information relating to the Exchange Offer shall be
directed to the Company, Attention: Director of Investor Relations,
212-770-6293.
16. You shall advise by electronic communication to David
Finkelstein, Director, Corporate Finance (david.finkelstein@aig.com), and
such other person or persons as the Company may reasonably request, weekly
(and daily during the week immediately preceding the Expiration Date) up to
and including the Expiration Date, as to the principal amount of Old Notes
which have been duly tendered since the previous report and the aggregate
amount tendered since the Effective Date pursuant to the Exchange Offer until
the Expiration Date. Such report shall be delivered in substantially the form
attached hereto as Exhibit C. In addition, you will also inform, and
cooperate in making available to, the Company or any such other person or
persons as the Company may request upon oral request (promptly confirmed in
writing) made from time to time prior to the Expiration Date of such other
information as they may reasonably request. Such cooperation shall include,
without limitation, the granting by you to the Company and such person as the
Company may request of access to those persons on your staff who are
responsible for receiving tenders in order to ensure that immediately prior
to the Expiration Date the Company shall have received information in
sufficient detail to enable it to decide whether to extend the Exchange
Offer. Within 2 business days after the Expiration Date, you shall furnish to
the Company a final list of all persons whose tenders were accepted, the
aggregate principal amount of Old Notes tendered, the aggregate principal
amount of Old Notes accepted and deliver said list to the Company.
17. Each Letter of Transmittal and other documents received by you
in connection with the Exchange Offer shall be stamped by you to show the
date of receipt (and you will maintain such form of record keeping of receipt
as is customary for tenders through ATOP) and, if defective, the date and
time the last defect was cured or waived. You shall retain all Letters of
Transmittal and other related documents or correspondence received by
Exchange Agent until the Expiration Date. You shall return all such material
to the Company as soon as practicable after the Expiration Date.
18. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as shall be agreed in writing between the
Company and you.
19. You hereby acknowledge receipt of the Prospectus, the Letter of
Transmittal and the Notice of Guaranteed Delivery. Any discrepancies or
questions regarding any Letter of Transmittal, notice of withdrawal or any
other documents received by you in connection with the Exchange Offer shall
be referred to the Company and you shall have no further duty with respect to
such matter; provided that you shall cooperate with the Company in attempting
to resolve such discrepancies or questions. Any inconsistency between this
Agreement, on the one hand, and the Prospectus and the Letter of Transmittal
(as they may be amended from time to time), on the other hand, shall be
resolved in favor of the latter two documents, except with respect to your
duties, liabilities and indemnification as Exchange Agent.
20. The Company covenants and agrees to fully indemnify and hold you
harmless against any and all losses, damages, liabilities, costs or expenses,
including attorneys' fees and expenses, incurred without negligence or
willful misconduct on your part, arising out of or in connection with any
act, omission, delay or refusal made by you in reliance upon any signature,
endorsement, assignment, certificate, order, request, notice, instruction or
other instrument or document reasonably believed by you to be valid, genuine
and sufficient and in accepting any tender or effecting any transfer of Old
Notes reasonably believed by you to be authorized, and in reasonably delaying
or refusing to accept any tenders or effect any transfer of Old Notes. In
each case, the
-4-
Company shall be notified by you, by letter or facsimile transmission, of the
written assertion of a claim against you or of any other action commenced
against you, promptly after you shall have received any such written
assertion or shall have been served with a summons in connection therewith.
The Company shall be entitled to participate at its own expense in the
defense of any such claim or other action and, if the Company so elects, the
Company may assume the defense of any such claim or action and you shall
cooperate with the Company in the defense. In the event that the Company
assumes the defense of any such claim or action, the Company shall not be
liable for the fees and expenses of any additional counsel thereafter
retained by you, so long as you have not determined, in your reasonable
judgement, that a conflict of interest exists between you and the Company.
21. You shall comply with all requirements under the tax laws of the
United States imposed with respect to the activities performed by you
pursuant to this Agreement, including filing with the Internal Revenue
Service and Holders Form 1099 reports regarding principal and interest
payments on Notes, compliance with backup withholding and record retention
which you have made in connection with the Exchange Offer, if any. Any
questions with respect to any tax matters relating to the Exchange Offer
shall be referred to the Company, and you shall have no duty with respect to
such matter; provided that you shall cooperate with the Company in attempting
to resolve such questions.
22. You shall notify the Company in a timely manner regarding any
transfer taxes that are payable in respect of the exchange of Old Notes of
which you became aware.
23. This Agreement and your appointment as Exchange Agent hereunder
shall be construed in accordance with the laws of the State of New York, and
shall inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and assigns of each of the parties hereto.
24. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
25. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
26. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party to
be charged. This Agreement may not be modified orally.
27. Unless otherwise provided herein, all notices, requests and
other communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given to such party, addressed to
it, at its address or telecopy number set forth below:
If to the Company:
American International Group, Inc.
70 Pine Street
New York, New York 10270
Telephone: 212-770-6293
Facsimile: 212-742-8764
Attention: Vice President & Treasurer
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 8 West
New York, NY 10284
-5-
Facsimile: 212-819-5704
Attention: Corporate Trust Administration
or to such address as either party shall provide by notice to the other
party.
28. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Sections 18 and 20 shall survive the termination of this
Agreement. Upon any termination of this Agreement, you shall promptly deliver
to the Company any funds or property then held by you as Exchange Agent under
this Agreement.
29. You may resign from your duties under this Agreement by giving
to the Company thirty (30) days' prior written notice, and the Company may
terminate your appointment hereunder on five (5) days prior written notice.
Any successor exchange agent appointed by the Company shall be vested with
the same powers, rights, duties and responsibilities as if it had been
originally named as Exchange Agent without any further act or deed; but you
shall deliver and transfer to the successor exchange agent any property at
the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for such purpose as the Company may
reasonably request.
30. You may not transfer or assign or delegate your rights or
responsibilities under this Agreement without the prior written consent of
the Company.
31. This Agreement shall be binding and effective as of the date
hereof.
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
American International Group, Inc.
By:
---------------------------------
Name:
Title:
Accepted as of the date first above written:
The Bank of New York
By:
----------------------------------------
Name:
Title:
-6-
EXHIBIT A
PROSPECTUS AND LETTER OF TRANSMITTAL
EXHIBIT B
NOTICE OF GUARANTEED DELIVERY
EXHIBIT C
SAMPLE REPORT
DATE:
PREPARED BY:
ADMIN:
EXCHANGE OFFER. REPORT #
AMERICAN INTERNATIONAL GROUP, INC.
2.875% NOTES DUE 2008
CUSIP: 026874AR8
PRINCIPAL AMOUNT: $500,000,000
EXPIRATION DATE:
A T O P S U B M I S S I O N S
PARTICIPANTS DTC # QUANTITY PRESENTED
- ------------ ----- ------------------
------------------------
TOTAL DTC PARTICIPANTS PRESENTED =
DTC PARTICIPANTS $
GUARANTEE DELIVERY $
WITHDRAWALS
------------------------
TOTAL A/O [DATE] = $
4.250% NOTES DUE 2013
CUSIP: 026874AT4
PRINCIPAL AMOUNT: $1,000,000,000
A T O P S U B M I S S I O N S
PARTICIPANTS DTC # QUANTITY PRESENTED
- ------------ ----- ------------------
------------------------
TOTAL DTC PARTICIPANTS PRESENTED =
DTC PARTICIPANTS $
GUARANTEE DELIVERY $
WITHDRAWALS
------------------------
TOTAL A/O [DATE] = $
