1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 11, 2001
AMERICAN INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8787 13-2592361
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
70 Pine Street
New York, New York 10270
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 770-7000
------------------------------------------
(Former name or Former Address, if Changed Since Last Report)
2
Item 5. Other events.
On May 11, 2001, American International Group, Inc. ("AIG") and American
General Corporation ("American General") announced (i) that they have entered
into an Agreement and Plan of Merger, dated as of May 11, 2001, pursuant to
which AIG, through a subsidiary, will acquire 100 percent of the common shares,
par value $.50 per share, of American General and (ii) that the Agreement and
Plan of Merger, dated as of March 11, 2001 (the "Prudential Merger
Agreement"), previously entered into by American General, Prudential plc
("Prudential") and certain subsidiaries of Prudential, has been terminated
pursuant to the terms of the Prudential Merger Agreement and the terms of the
Tri-Party Agreement, dated as of May 11, 2001, among American General, AIG,
Prudential and the Prudential subsidiaries party to the Prudential Merger
Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Joint Press Release of American International Group, Inc. and American
General Corporation, dated May 11, 2001.
99.2 Agreement and Plan of Merger, dated as of May 11, 2001, among
American International Group, Inc., Washington Acquisition Corporation
and American General Corporation.
99.3 Tri-Party Agreement, dated as of May 11, 2001, among Prudential plc,
Holborne Delaware Partnership, Ascend Merger Corp., American General
Corporation and American International Group, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
Date: May 11, 2001 By /s/ KATHLEEN E. SHANNON
------------------------------------
Name: Kathleen E. Shannon
Title: Vice President and Secretary
3
EXHIBIT INDEX
Exhibit No. Description Location
----------- ----------- ---------
99.1 Joint Press Release of American International Group, Inc. Filed herewith.
and American General Corporation, dated May 11, 2001.
99.2 Agreement and Plan of Merger, dated as of Incorporated by reference to
May 11, 2001, among American International Exhibit No.2.02 to American General
Group, Inc., Washington Acquisition Corporation's Current Report on
Corporation and American General Corporation. Form 8-K, filed May 11, 2001
(File No. 1-7981).
99.3 Tri-Party Agreement, dated as of May 11, 2001, Incorporated by reference to
among Prudential plc, Holborne Delaware Partnership, Exhibit No.2.01 to American General
Ascend Merger Corp., American General Corporation Corporation's Current Report on
and American International Group, Inc. Form 8-K, filed May 11, 2001
(File No. 1-7981).