As filed with the Securities and Exchange Commission on December 18, 2002
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-8
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 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, including zip code, of principal executive offices)
American International Group, Inc. Amended and
Restated 2002 Stock Incentive Plan
(Full title of the plan)
Kathleen E. Shannon
Vice President, Secretary
and Deputy General Counsel
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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Proposed
Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering price registration
to be registered registered (1) per share (2) (2) fee (2)(3)
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Common Stock, par value $2.50 per share 25,000,000 shares $59.57 $1,489,250,000 $137,011.00
1. This registration statement also relates to an indeterminate number of
additional shares of Common Stock that may be issued pursuant to
anti-dilution and adjustment provisions of the American International
Group, Inc. Amended and Restated 2002 Stock Incentive Plan.
2. Estimated solely for purposes of calculating the registration fee. This
estimate has been computed in accordance with Rule 457(c) and (h)(1) and is
calculated based upon the average of the high and low sales prices of the
Common Stock of American International Group, Inc. on December 13, 2002, as
reported on the New York Stock Exchange Composite Tape.
3. The registration fee is fully offset by $917,500 paid by the registrant
under Registration Statement No. 333-69546, which was initially filed with
the Securities and Exchange Commission on September 18, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by American International Group,
Inc., ("AIG") with the Securities and Exchange Commission (the "Commission")
(File No. 1-8787) and are incorporated herein by reference:
(a) AIG's Annual Report on Form 10-K for the year ended December 31,
2001;
(b) AIG's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2002, June 30, 2002 and September 30, 2002; and
(c) The description of Common Stock contained in the Registration
Statement on Form 8-A, dated September 20, 1984, filed pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
All documents filed by AIG after the date hereof pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold, or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock is registered under Section 12(b) of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The consolidated financial statements of AIG and its subsidiaries and the
related financial statement schedules of AIG included in its Annual Report on
Form 10-K for the year ended December 31, 2001, incorporated herein by
reference, are so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The validity of the shares of Common Stock to be offered and sold pursuant
to the American International Group, Inc. Amended and Restated 2002 Stock
Incentive Plan, (the "Plan") will be passed upon by Kathleen E. Shannon, Esq.,
Vice President and Deputy General Counsel of AIG. Ms. Shannon is employed by
AIG, participates in various AIG employee benefit plans under which she may
receive shares of Common Stock and currently beneficially owns less than 1% of
the outstanding shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The restated certificate of incorporation of AIG, as amended, 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 restated certificate of incorporation, as amended, 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
or she 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.
The Plan provides that no member of the board of directors of AIG or the
committee established under the Plan or any employee of AIG (each such person a
"Covered Person") shall have any liability to any person (including any grantee)
for any action taken or omitted to be taken or any determination made in good
faith with respect to the Plan or any award. The Plan also provides that each
Covered Person shall be indemnified and held harmless by AIG against and from
any loss, cost, liability, or expense (including attorneys' fees) that may be
imposed upon or incurred by such Covered Person, unless the acts or omissions of
such Covered Person giving rise to the indemnification claim resulted from such
Covered Person's bad faith, fraud or willful misconduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
AIG 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, as amended;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
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
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
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 AIG's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this 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 AIG pursuant to the foregoing provisions, or
otherwise, AIG has been advised that in the opinion of the
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 AIG of expenses incurred
or paid by a director, officer or controlling person of AIG in the
successful defense of any action, suit or proceeding) is asserted
against AIG by such director, officer or controlling person in
connection with the securities being registered, AIG 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 29th day of
November, 2002.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M.R. Greenberg
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Name: M.R. Greenberg
Title: Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M. R. Greenberg, Edward E. Matthews and Howard I.
Smith, and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection herewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-law and agents, and each of them, full power and authority to
do and perform each and every act and thing required and necessary to be done in
and about the foregoing as fully for all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their 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 dates indicated.
SIGNATURE TITLE DATE
Chairman, Chief Executive Officer and
/s/ M.R. Greenberg Director (Principal Executive Officer) November 29, 2002
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(M.R. Greenberg)
Executive Vice President, Chief
Financial Officer and Director
/s/ Howard I. Smith (Principal Financial Officer) November 29, 2002
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(Howard I. Smith)
Vice President and Comptroller
/s/ Michael J. Castelli (Principal Accounting Officer) November 29, 2002
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(Michael J. Castelli)
/s/ M. Bernard Aidinoff Director November 29, 2002
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(M. Bernard Aidinoff)
SIGNATURE TITLE DATE
/s/ Eli Broad Director November 29, 2002
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(Eli Broad)
/s/ Pei-yuan Chia Director November 29, 2002
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(Pei-yuan Chia)
/s/ Marshall A. Cohen Director November 29, 2002
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(Marshall A. Cohen)
/s/ Barber B. Conable, Jr. Director November 29, 2002
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(Barber B. Conable, Jr.)
/s/ Martin S. Feldstein Director November 29, 2002
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(Martin S. Feldstein)
/s/ Ellen V. Futter Director November 13, 2002
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(Ellen V. Futter)
/s/ Carla Hills Director November 29, 2002
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(Carla A. Hills)
/s/ Frank J. Hoenemeyer Director November 29, 2002
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(Frank J. Hoenemeyer)
Director
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(Richard C. Holbrooke)
/s/ Edward E. Matthews Director November 29, 2002
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(Edward E. Matthews)
/s/ Martin J. Sullivan Director November 29, 2002
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(Martin J. Sullivan)
/s/ Thomas R. Tizzio Director November 29, 2002
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(Thomas R. Tizzio)
SIGNATURE TITLE DATE
/s/ Edmund S.W. Tse Director November 29, 2002
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(Edmund S.W. Tse)
/s/ Jay S. Wintrob Director November 29, 2002
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(Jay S. Wintrob)
/s/ Frank G. Wisner Director November 29, 2002
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(Frank G. Wisner)
/s/ Frank G. Zarb Director November 29, 2002
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(Frank G. Zarb)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION LOCATION
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4 Instruments defining rights of security holders
(a) American International Group, Inc. Amended
and Restated 2002 Stock Incentive Plan .......... Filed as exhibit hereto.
(b) Form of RSU Award Agreement ................ Filed as exhibit hereto.
5 Opinion of Kathleen E. Shannon re validity ...... Filed as exhibit hereto.
15 Letter re unaudited interim financial
information ................................... Not applicable.
23 Consents of experts and counsel
(a) PricewaterhouseCoopers LLP. ................ Filed as exhibit hereto.
(b) Kathleen E. Shannon, Esq. .................. Included in Exhibit 5.
24 Power of Attorney................................ Included in signature pages.