UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 1, 2005
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
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(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
The announcement described in Item 4.02 below includes information regarding
expected reductions in American International Group, Inc.'s (AIG) previously
announced consolidated shareholders' equity at December 31, 2004. See Items 4.02
and 9.01 below.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On May 1, 2005, AIG's Audit Committee concluded that AIG will be required to
restate its previously issued financial statements for the years ended December
31, 2003, 2002, 2001 and 2000, the quarters ended March 31, June 30 and
September 30, 2004 and 2003 and the quarter ended December 31, 2003. AIG's prior
financial statements for those periods and its previously announced unaudited
financial results for the year and quarter ended December 31, 2004 should
therefore no longer be relied upon.
On May 1, 2005, AIG issued a press release regarding the restatement. A copy of
the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
AIG's Management and its Audit Committee have discussed the decision to restate
with AIG's independent auditors.
Section 8 - Other Events
Item 8.01. Other Events.
AIG has obtained waivers from its lenders under the credit facilities that
provide liquidity support for AIG's guaranteed commercial paper program. These
waivers provide for an extension of the delivery date of AIG's financial
statements until May 31, 2005.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press release of American International Group, Inc. dated
May 1, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
Date: May 2, 2005 By /s/ KATHLEEN E. SHANNON
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of American International
Group, Inc. dated May 1, 2005.