1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2001
REGISTRATION STATEMENT NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of issuer 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)
KATHLEEN E. SHANNON, ESQ.
VICE PRESIDENT, SECRETARY AND ASSOCIATE GENERAL COUNSEL
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK 10270
(212) 770-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
MICHAEL M. WISEMAN, ESQ.
ROBERT W. REEDER III, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
---------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(2) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.50 per
share................................ 50,000,000 Shares $73.40 $3,670,000,000 $917,500
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
(1) Equal to the average of the high and low daily prices of the registrant's
common stock as reported on the consolidated reporting systems of the New
York Stock Exchange on September 10, 2001 for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the Securities Act.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act.
---------------------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
THE INFORMATION IN THIS PRELIMINARY 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 PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES NOR DOES IT SEEK AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION. DATED SEPTEMBER 18, 2001
PROSPECTUS
50,000,000 SHARES
(AMERICAN AMERICAN INTERNATIONAL GROUP, INC.
INTERNATIONAL COMMON STOCK
GROUP, INC. LOGO) (PAR VALUE $2.50 PER SHARE)
---------------------
American International Group, Inc. from time to time may offer to sell up
to 50,000,000 shares of its common stock, par value $2.50 per share, which it
has purchased in open market or other transactions. American International
Group, Inc. may use this prospectus in connection with the offer and sale of
such common stock, and may offer and sell the common stock to or through one or
more underwriters, dealers and/or agents, on a continuous or delayed basis.
Shares of AIG common stock are listed on the New York Stock Exchange under the
symbol "AIG."
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
---------------------
Prospectus dated September , 2001.
3
TABLE OF CONTENTS
Recent Developments......................................... 4
Description of AIG Capital Stock............................ 5
Use of Proceeds............................................. 6
Market Price and Dividend Information....................... 6
Selected Consolidated Financial Data........................ 6
Unaudited Pro Forma Financial Information of AIG and
American General.......................................... 6
Plan of Distribution........................................ 7
Where You Can Find More Information......................... 8
Incorporation By Reference.................................. 8
Validity of the Common Stock................................ 9
Experts..................................................... 9
REQUIRED DISCLOSURE FOR NORTH CAROLINA RESIDENTS
The Commissioner of Insurance of the State of North Carolina has not
approved or disapproved this offering nor has the Commissioner passed upon the
accuracy or adequacy of this prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains forward-looking information. The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that
information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the information.
Forward-looking information may be included in this prospectus or may be
"incorporated by reference" from other documents filed with the SEC by American
International Group, Inc. You can find many of these statements by looking for
words including, for example, "believes," "expects," "anticipates," "estimates"
or similar expressions in this prospectus or in documents incorporated by
reference in this prospectus.
The forward-looking information is subject to numerous assumptions, risks
and uncertainties.
Factors that may cause actual results to differ materially from those
contemplated by the forward-looking information include, among others, the
following:
- general economic and business conditions;
- the entry of new or stronger competitors and the intensification of
pricing competition;
- the loss of current customers or the inability to obtain new customers;
- changes in interest rates and the performance of the financial markets;
- currency fluctuations and changes in the availability, cost and
collectibility of reinsurance;
- catastrophic events, including, for example, earthquakes or hurricanes
and other severe weather-related events;
- changes in the coverage terms selected by insurance customers, including
higher deductibles and lower limits;
- the adequacy of loss reserves;
- political risk in some of the countries in which American International
Group, Inc. operates or insures risks;
2
4
- changes in asset valuations;
- consolidation and restructuring in the insurance industry;
- changes in regulations and tax laws affecting the cost, availability or
demand for the products of American International Group, Inc.; and
- adverse litigation or arbitration results, including proceedings related
to industrial life insurance, satellite dish financing, and workers'
compensation insurance.
Because forward-looking information is subject to various risks and
uncertainties, actual results may differ materially from that expressed or
implied by the forward-looking information.
3
5
RECENT DEVELOPMENTS
On September 14, 2001, the Board of Directors of American International
Group, Inc. ("AIG") authorized the purchase of up to an additional 40,000,000
shares of its common stock, par value $2.50 per share ("Common Stock"). Under
current authorizations, AIG may purchase, from time to time, up to 50,000,000
shares of Common Stock in open market or other transactions. AIG may, by use of
this prospectus, resell all or a portion of the Common Stock purchased, through
one or more underwriters, dealers, agents or as otherwise described under "Plan
of Distribution."
On August 29, 2001, AIG acquired American General Corporation ("American
General") for an aggregate purchase price of approximately $23.5 billion. Each
share of American General common stock was exchanged for 0.5790 of a share of
Common Stock, resulting in the issuance of approximately 311 million shares of
Common Stock. The transaction will be accounted for as a pooling of interests,
and pro forma financial information on the transaction is incorporated by
reference into this prospectus.
On September 13, 2001, AIG issued its preliminary estimate of its total
expected net losses resulting from the terrorist attacks of September 11, 2001.
It is impossible for any company to precisely estimate its total losses at the
current time. Although AIG's property insurance coverages on the World Trade
Center complex are minor, AIG expects to receive claims from many insureds
across a wide range of coverages. Based on the information available at the
current time, AIG's net pretax losses are expected to approximate $500 million.
4
6
DESCRIPTION OF AIG CAPITAL STOCK
The following description of the material terms of the capital stock of AIG
does not purport to be complete and is qualified in its entirety by reference to
AIG's restated certificate of incorporation, as amended, bylaws and the Delaware
General Corporation Law.
GENERAL
The authorized capital stock of AIG consists of 5,000,000,000 shares of
Common Stock and 6,000,000,000 shares of serial preferred stock, par value $5.00
per share. As of June 30, 2001, there were 2,331,306,414 shares of Common Stock
outstanding and no shares of preferred stock outstanding. Approximately 311
million shares of Common Stock were issued as of August 29, 2001 in connection
with the acquisition of American General.
COMMON STOCK
All of the outstanding shares of Common Stock are fully paid and
nonassessable. Subject to the prior rights of the holders of shares of preferred
stock that may be issued and outstanding, none of which are currently
outstanding, the holders of Common Stock are entitled to receive:
- dividends as and when declared by the AIG board of directors out of funds
legally available for the payment of dividends; and
- in the event of the dissolution of AIG, to share ratably in all assets
remaining after payment of liabilities and satisfaction of the
liquidation preferences, if any, of then outstanding shares of preferred
stock, as provided in AIG's restated certificate of incorporation, as
amended.
Each holder of Common Stock is entitled to one vote for each share held of
record on all matters presented to a vote at a shareholders meeting, including
the election of directors. Holders of Common Stock have no cumulative voting
rights or preemptive rights to purchase or subscribe for any stock or other
securities and there are no conversion rights or redemption or sinking fund
provisions with respect to the stock. Additional authorized shares of Common
Stock may be issued without shareholder approval.
PREFERRED STOCK
The authorized but unissued shares of preferred stock are available for
issuance from time to time at the discretion of the AIG board of directors
without shareholder approval. The AIG board of directors has the authority to
determine for each series of preferred stock it establishes the number,
designation, preferences, limitations, and relative rights of the shares of the
series, subject to applicable law and the provisions of any outstanding series
of preferred stock. The terms of any series of preferred stock, including the
dividend rate, redemption price, liquidation rights, sinking fund provisions,
conversion rights and voting rights, and any corresponding effect on other
shareholders, will be dependent largely on factors existing at the time of
issuance. These terms and effects could include:
- restrictions on dividends on the Common Stock if dividends on the
preferred stock are in arrears;
- dilution of the voting power of other shareholders to the extent a series
of the preferred stock has voting rights; and
- reduction of amounts available for liquidation as a result of any
liquidation preference granted to any series of preferred stock.
5
7
USE OF PROCEEDS
AIG intends to use the net proceeds from the sales of the Common Stock to
provide additional funds for its operations and for other general corporate
purposes, including the funding of purchases of Common Stock.
MARKET PRICE AND DIVIDEND INFORMATION
The table below sets forth, for the calendar quarters indicated, the high
and low closing sales prices per share of Common Stock as reported on the New
York Stock Exchange composite transactions reporting system, and the dividends
per share of Common Stock declared by AIG during those periods.
Shares of Common Stock are listed on the New York Stock Exchange under the
symbol "AIG."
COMMON STOCK(A)
---------------------------
HIGH LOW DIVIDENDS
------ ------ ---------
1999:
First Quarter.............................. $65.40 $52.00 $.030
Second Quarter............................. 70.90 59.47 .030
Third Quarter.............................. 66.50 56.33 .033
Fourth Quarter............................. 74.46 54.67 .033
2000:
First Quarter.............................. $76.04 $54.29 $.033
Second Quarter............................. 82.17 67.75 .033
Third Quarter.............................. 95.69 78.79 .037
Fourth Quarter............................. 103.69 90.13 .037
2001:
First Quarter.............................. $96.88 $75.12 $.037
Second Quarter............................. $86.51 $76.18 .037
Third Quarter (through September 14,
2001)................................... $87.06 $73.15 .042
---------------
(a) All Common Stock information has been adjusted to reflect stock splits
effected as a 50% Common Stock dividend paid July 31, 1998, a 25% Common
Stock dividend paid July 30, 1999 and a 50% Common Stock dividend paid July
28, 2000.
Subject to the dividend preference of any of AIG's preferred stock that may
be outstanding, none of which is currently outstanding, the holders of Common
Stock will be entitled to receive dividends that may be declared by the AIG
board of directors from funds legally available for the payment of dividends.
There are restrictions that apply under applicable insurance laws, however, to
the payment of dividends to AIG by its insurance subsidiaries.
SELECTED CONSOLIDATED FINANCIAL DATA
Incorporated by reference to AIG's Annual Report on Form 10-K for the year
ended December 31, 2000 and AIG's Current Report on Form 8-K dated September 18,
2001.
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF AIG AND AMERICAN GENERAL
Incorporated by reference to AIG's Current Report on Form 8-K dated August
29, 2001.
6
8
PLAN OF DISTRIBUTION
OFFERING AND SALE OF THE COMMON STOCK
AIG may offer and sell the Common Stock from time to time as follows:
- through agents;
- to dealers or underwriters;
- directly to purchasers; or
- through a combination of any of these methods of sale.
In some cases, AIG may also repurchase the Common Stock and reoffer it to
the public by one or more of the methods described above.
The Common Stock AIG distributes by any of these methods may be sold to the
public, in one or more transactions, either:
- at a fixed price or prices, which may be changed;
- at market prices prevailing at the time of sale;
- at prices related to prevailing market prices; or
- at negotiated prices.
AIG may solicit offers to purchase the Common Stock directly from the
public from time to time. AIG may also designate agents from time to time to
solicit offers to purchase the Common Stock from the public on its behalf. The
prospectus supplement relating to any particular offering of the Common Stock
will name any agents designated to solicit offers, and will include information
about any commissions AIG may pay the agents, in that offering. Agents may be
deemed to be "underwriters" as that term is defined in the Securities Act.
From time to time, AIG may sell the Common Stock to one or more dealers as
principals. The dealers, who may be deemed to be "underwriters" as that term is
defined in the Securities Act, may then resell that the Common Stock to the
public.
AIG may sell the Common Stock from time to time to one or more
underwriters, who would purchase the Common Stock as principal for resale to the
public, either on a firm-commitment or best-efforts basis. If AIG sells the
Common Stock to underwriters, AIG will execute an underwriting agreement with
them at the time of sale and will name them in the applicable prospectus
supplement. In connection with those sales, underwriters may be deemed to have
received compensation from AIG in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of the Common Stock
for whom they may act as agents. Underwriters may resell the Common Stock to or
through dealers, and those dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from purchasers for whom they may act as agents. The applicable prospectus
supplement will include information about any underwriting compensation AIG pays
to underwriters, and any discounts, concessions or commissions underwriters
allow to participating dealers, in connection with an offering of the Common
Stock.
AIG may authorize underwriters, dealers and agents to solicit from third
parties offers to purchase the Common Stock under contracts providing for
payment and delivery on future dates. The third parties with whom AIG may enter
into contracts of this kind may include banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others.
The applicable prospectus supplement will describe the material terms of these
contracts, including any conditions to the purchasers' obligations and will
include information about any commissions AIG may pay for soliciting these
contracts.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that they may enter into with AIG, to indemnification by AIG against
civil liabilities, including liabilities under the Securities Act.
7
9
Underwriters may engage in stabilizing and syndicate covering transactions
in accordance with Rule 104 under the Exchange Act. Rule 104 permits stabilizing
bids to purchase the Common Stock being offered as long as the stabilizing bids
do not exceed a specified maximum. Underwriters may over-allot the offered
Common Stock in connection with the offering, thus creating a short position in
their account. Syndicate covering transactions involve purchases of the offered
the Common Stock by underwriters in the open market after the distribution has
been completed in order to cover syndicate short positions. Stabilizing and
syndicate covering transactions may cause the price of the offered the Common
Stock to be higher than it would otherwise be in the absence of these
transactions. These transactions, if commenced, may be discontinued at any time.
The underwriters, dealers and agents, as well as their associates, may be
customers of or lenders to, and may engage in transactions with and perform
services for, AIG and its subsidiaries in the ordinary course of business.
WHERE YOU CAN FIND MORE INFORMATION
AIG is subject to the information requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as at the following Regional Office: Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material may be obtained at the Commission's Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
also maintains a Web Site at http://www.sec.gov. which contains reports and
other information regarding registrants that file electronically with the
Commission.
The Common Stock is listed on the New York Stock Exchange and reports,
proxy statements and other information can be inspected at such Exchange at 20
Broad Street, New York, New York 10005.
This Prospectus constitutes part of a registration statement on Form S-3
(together with all amendments and exhibits, the "Registration Statement") filed
by AIG with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information
included in the Registration Statement, certain parts of which are omitted in
accordance with applicable rules and regulations of the Commission. For further
information pertaining to AIG and the securities offered hereby, reference is
made to the Registration Statement and the exhibits thereto.
AIG's principal executive offices are located at 70 Pine Street, New York,
New York 10270, and its telephone number is (212) 770-7000.
INCORPORATION BY REFERENCE
The following documents have been filed by AIG with the Commission (File
No. 1-8787) and are incorporated herein by reference:
(1) AIG's Annual Report on Form 10-K for the year ended December 31,
2000;
(2) AIG's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001;
(3) AIG's Quarterly Report on Form 10-Q for the quarter ended June 30,
2001;
(4) AIG's Current Reports on Form 8-K, dated August 29, 2001 and
September 18, 2001.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be
8
10
modified or superseded for purposes of this Prospectus to the extent that a
statement contained or incorporated by reference herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modified or superseded such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
AIG will provide without charge to each person to whom this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any or
all documents (excluding exhibits unless specifically incorporated by reference
into such documents) referred to above which have been or may be incorporated
herein by reference and not furnished herewith. Requests for such documents
should be directed to AIG's Director of Investor Relations, 70 Pine Street, New
York, New York 10270, telephone (212) 770-7575.
VALIDITY OF THE COMMON STOCK
The validity of the shares of Common Stock to be issued will be passed upon
for AIG by Kathleen E. Shannon, Esq., Vice President and Associate General
Counsel of AIG.
EXPERTS
The consolidated financial statements and financial statement schedules of
American International Group, Inc. at December 31, 2000 and 1999 and for the
three year period ended December 31, 2000 incorporated by reference in this
prospectus have been audited by PricewaterhouseCoopers LLP, independent
accountants, as stated in their report, which is incorporated herein by
reference. Those consolidated financial statements and financial statement
schedules are incorporated herein by reference in reliance upon their report
given upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements and financial statement schedules of
American General Corporation included in American General's Annual Report on
Form 10-K for the year ended December 31, 2000, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference therein and incorporated herein by reference. Such
consolidated financial statements and financial statement schedules are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
9
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of the expenses (all of which are estimated
other than the SEC registration fee) to be incurred by the Registrant in
connection with the distribution of the securities registered under this
registration statement:
AMOUNT
TO BE PAID
----------
SEC registration fee........................................ $917,500
Legal fees and expenses..................................... 45,000
Fees and expenses of qualification under state securities
laws (including legal fees)............................... 5,000
Accounting fees and expenses................................ 7,500
Printing fees............................................... 10,000
Miscellaneous............................................... 10,000
--------
Total............................................. $995,000
========
ITEM 15. 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, his
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
bylaws 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 officer's liability
insurance policy.
ITEM 16. EXHIBITS
See Exhibits Index which is incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(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 fact or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individu-
II-1
12
ally or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (a)(1)(i) and (a)(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 Section 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 unsold at
the termination of the offering.
(4) 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 Section 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.
(b) 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
against the Registrant 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.
II-2
13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 18th day of September, 2001.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M. R. GREENBERG
------------------------------------
M. R. Greenberg
Chairman
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of M. R. Greenberg and Howard
I. Smith, acting individually, as his attorney-in-fact and agent, with full
power of substitution, for him in any and all capacities, to sign the
registration statement on Form S-3 of American International Group, Inc. and any
and all amendments thereto under the Securities Act of 1933, including any and
all pre-effective or post-effective amendments, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as he
might or could do in person, and hereby ratifies, approves and confirms all that
his said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ M. R. GREENBERG Chairman and Director September 18, 2001
----------------------------------------------------- (Principal Executive
M. R. Greenberg Director)
/s/ HOWARD I. SMITH Executive Vice President and September 18, 2001
----------------------------------------------------- Director (Principal
Howard I. Smith Financial Officer)
/s/ MICHAEL J. CASTELLI Vice President and September 18, 2001
----------------------------------------------------- Comptroller (Principal
Michael J. Castelli Accounting Officer)
/s/ M. BERNARD AIDINOFF Director September 18, 2001
-----------------------------------------------------
M. Bernard Aidinoff
Director September , 2001
-----------------------------------------------------
Eli Broad
/s/ PEI-YUAN CHIA Director September 18, 2001
-----------------------------------------------------
Pei-Yuan Chia
/s/ MARSHALL A. COHEN Director September 18, 2001
-----------------------------------------------------
Marshall A. Cohen
II-3
14
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BARBER B. CONABLE, JR. Director September 18, 2001
-----------------------------------------------------
Barber B. Conable, Jr.
/s/ MARTIN S. FELDSTEIN Director September 18, 2001
-----------------------------------------------------
Martin S. Feldstein
Director September , 2001
-----------------------------------------------------
Ellen V. Futter
/s/ CARLA A. HILLS Director September 18, 2001
-----------------------------------------------------
Carla A. Hills
/s/ FRANK J. HOENEMEYER Director September 18, 2001
-----------------------------------------------------
Frank J. Hoenemeyer
/s/ RICHARD C. HOLBROOKE Director September 18, 2001
-----------------------------------------------------
Richard C. Holbrooke
/s/ EDWARD E. MATTHEWS Director September 18, 2001
-----------------------------------------------------
Edward E. Matthews
/s/ THOMAS R. TIZZIO Director September 18, 2001
-----------------------------------------------------
Thomas R. Tizzio
Director September , 2001
-----------------------------------------------------
Edward S.W. Tse
/s/ JAY S. WINTROB Director September 18, 2001
-----------------------------------------------------
Jay S. Wintrob
/s/ FRANK G. WISNER Director September 18, 2001
-----------------------------------------------------
Frank G. Wisner
/s/ FRANK G. ZARB Director September 18, 2001
-----------------------------------------------------
Frank G. Zarb
II-4
15
EXHIBITS INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
------- ----------- --------
1 -- Form of Common Stock Underwriting To be filed as an Exhibit to a Current
Agreement Report on Form 8-K and incorporated
herein by reference.
3(i)(a) -- Restated Certificate of Incorporation of Incorporated 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(i)(b) -- Certificate of Amendment of Certificate Incorporated by reference to Exhibit
of Incorporation of AIG, filed June 3, 3(i) to AIG's Quarterly Report on Form
1998 10-Q for the quarter ended June 30, 1998
(File No. 1-8787).
3(i)(c) -- Certificate of Amendment of 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 as filed with the Securities
and Exchange Commission on September 29,
2000 (File No. 333-45828).
3(ii) -- 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).
5 -- Validity opinion of Kathleen E. Shannon, Filed herewith.
Esq., Vice President and Associate
General counsel of American
International Group, Inc.
23.1 -- Consent of PricewaterhouseCoopers LLP, Filed herewith.
independent accountants for AIG.
23.2 -- Consent of Ernst & Young LLP, Filed herewith.
independent auditors for American
General Corporation.
23.4 -- Consent of Kathleen E. Shannon, Esq. Included in Exhibit 5.
Vice President and Associate General
Counsel of American International Group,
Inc.
24 -- Powers of Attorney Included in the signature page of this
Registration Statement.