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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2000
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)
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<S> <C>
DELAWARE 13-2592361
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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70 PINE STREET, NEW YORK, NEW YORK 10270
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
1999 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
KATHLEEN E. SHANNON
VICE PRESIDENT AND SECRETARY
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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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED (1) REGISTERED(2)(3) PER SHARE(4) PRICE(4) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $2.50 par value.. 15,000,000 shares $114.9375 $1,724,062,500 $455,153
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1. This Registration Statement registers shares of Common Stock issuable under
the American International Group, Inc. ("AIG") 1999 Stock Option Plan.
2. This Registration Statement includes up to 2,000,000 shares of Common Stock
that may be reoffered and resold by certain persons who may be deemed
"affiliates" of American International Group, Inc. for purposes of the
registration requirements of the Securities Act of 1933, as amended.
3. 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 1999 Stock Option Plan.
4. Estimated solely for purposes of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) and is based upon
the average of the high and low sales prices of the Common Stock of American
International Group, Inc. on June 21, 2000 as reported on the New York Stock
Exchange Composite Tape.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 15,000,000 shares of
common stock, par value $2.50 per share (the "Common Stock"), of American
International Group, Inc. ("AIG"), which may be issued under AIG's 1999 Stock
Option Plan (the "1999 Plan").
This Registration Statement on Form S-8 also relates to 2,000,000 shares of
Common Stock that may be reoffered and resold from time to time by certain
persons who may be deemed "affiliates" of AIG for purposes of the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act").
1
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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.
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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 IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 23, 2000
PROSPECTUS
2,000,000 SHARES
AMERICAN INTERNATIONAL GROUP, INC.
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
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This prospectus relates to up to 2,000,000 shares of common stock of
American International Group, Inc. ("AIG" or the "Registrant") that may be
acquired by certain persons who may be deemed to be "affiliates" of AIG for
purposes of the registration requirements of the Securities Act of 1933 under
AIG's 1999 Stock Option Plan (the "Plan").
The shares may be sold from time to time in one or more transactions (which
may involve block transactions) on the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution".
AIG will not receive any of the proceeds from the sale of the shares by the
selling shareholders. All costs, expenses and fees in connection with the
registration of the shares, estimated to be approximately $150,000, will be
borne by AIG.
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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 JUNE , 2000.
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TABLE OF CONTENTS
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Where You Can Find More Information......................... 3
Selling Shareholders........................................ 3
Plan of Distribution........................................ 3
Validity of Common Stock.................................... 3
Experts..................................................... 3
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You should rely only on the information contained in this prospectus or
information contained in documents which you are referred to by this prospectus.
AIG has not authorized anyone to provide you with information different from
that contained in this prospectus. AIG is offering to sell the shares of common
stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date on the
front cover, regardless of the time of delivery of this prospectus or any sale
of shares of common stock.
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WHERE YOU CAN FIND MORE INFORMATION
AIG files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any documents that AIG files 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.
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 you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that AIG files
with the SEC will automatically update and supersede that information as well as
the information included in this prospectus. AIG incorporates by reference the
documents listed in the accompanying box and any future filings made with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until all the shares of common stock are sold. This prospectus is part of a
registration statement AIG filed with the SEC.
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Annual Report on Form 10-K for the year ended December 31, 1999.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
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.
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AIG will provide without charge a copy of these filings, other than any
exhibits unless the exhibits are specifically incorporated by reference into
this prospectus. You may request your copy by writing or telephoning AIG at the
following address:
American International Group, Inc.
Director of Investor Relations
70 Pine Street
New York, New York 10270
(212) 770-7074.
SELLING SHAREHOLDERS
The selling shareholders will consist of the holders of shares of common
stock acquired under the Plan who may be deemed "affiliates" for purposes of the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The selling shareholders will be listed in a supplement to
this prospectus. Such supplement will indicate any relationship which such
selling shareholder has had with AIG for the three years preceding the date of
such supplement and the number of shares which such selling shareholder intends
to sell pursuant to this prospectus.
PLAN OF DISTRIBUTION
The shares of common stock may be sold from time to time by the selling
shareholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange, in the
over-the-counter market or otherwise, at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The shares may be sold in one or more of the following
transactions:
- a block trade in which the broker-dealer so engaged will attempt to sell
such shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
- purchase of such shares by a broker-dealer as principal and resale by
such broker-dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, broker-dealers engaged by the
selling shareholders may arrange for other broker-dealers to participate
in the resales.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling shareholders in amounts to be
negotiated in connection with the sales. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 under the Securities
Act may be sold under Rule 144 rather than pursuant to this prospectus.
Commissions and discounts, if any, attributable to the sales of the shares
will be borne by the selling shareholders.
VALIDITY OF COMMON STOCK
The validity of the shares of common stock offered hereby will be passed
upon by Kathleen E. Shannon, Esq., Associate General Counsel of AIG. Ms. Shannon
is regularly 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.
EXPERTS
The consolidated financial statements of AIG and its subsidiaries
incorporated into this prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 1999, have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by AIG with the Securities and
Exchange Commission (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,
1999;
(2) AIG's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000; and
(3) 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 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. INTERESTS 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 most recent Annual
Report on Form 10-K, incorporated herein by reference, are so incorporated in
reliance upon the reports 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 offered hereby will be passed
upon by Kathleen E. Shannon, Esq., Associate General Counsel of AIG. Ms. Shannon
is regularly 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation of AIG (the "Certificate")
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
the Company 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 Certificate also provides that a director will not be personally liable
to AIG or its stockholders for monetary damages for breach of fiduciary duty as
a director, except to the extent that such an exemption from liability or
limitation thereof is not permitted by the Delaware General Corporation Law (the
"GCL").
Section 145 of the GCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of the
registrant 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 AIG. Section 145 also provides that the indemnification provided for therein
shall not be deemed exclusive of any other rights to which those seeking
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indemnification may otherwise be entitled. In addition, AIG and its subsidiaries
maintain a directors' and officers' liability insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. 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;
(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;
(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 this 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
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, 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant'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.
Insofar as indemnification for liabilities arising under the Securities Act
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
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 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, as amended, 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 and State of New York, on the 23rd day of
June, 2000.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ M. R. GREENBERG
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(M. R. Greenberg, Chairman)
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, 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-fact 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 to 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ M.R. GREENBERG Chairman, Chief Executive Officer, June 23, 2000
--------------------------------------------------- and Director (Principal Executive
(M.R. Greenberg) Officer)
/s/ HOWARD I. SMITH Executive Vice President, Chief June 23, 2000
--------------------------------------------------- Financial Officer and Director
(Howard I. Smith) (Principal Financial Officer)
/s/ MICHAEL J. CASTELLI Vice President and Comptroller June 23, 2000
--------------------------------------------------- (Principal Accounting Officer)
(Michael J. Castelli)
Director
---------------------------------------------------
(M. Bernard Aidinoff)
/s/ ELI BROAD Director June 23, 2000
---------------------------------------------------
(Eli Broad)
/s/ PEI-YUAN CHIA Director June 23, 2000
---------------------------------------------------
(Pei-yuan Chia)
Director
---------------------------------------------------
(Marshall A. Cohen)
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SIGNATURE TITLE DATE
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/s/ BARBER B. CONABLE, JR. Director June 23, 2000
---------------------------------------------------
(Barber B. Conable, Jr.)
/s/ MARTIN S. FELDSTEIN Director June 23, 2000
---------------------------------------------------
(Martin S. Feldstein)
Director
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(Ellen V. Futter)
Director
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(Leslie L. Gonda)
/s/ EVAN G. GREENBERG Director June 23, 2000
---------------------------------------------------
(Evan G. Greenberg)
Director
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(Carla A. Hills)
/s/ FRANK J. HOENEMEYER Director June 23, 2000
---------------------------------------------------
(Frank J. Hoenemeyer)
/s/ EDWARD E. MATTHEWS Director June 23, 2000
---------------------------------------------------
(Edward E. Matthews)
Director
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(Thomas R. Tizzio)
Director
---------------------------------------------------
(Edmund S.W. Tse)
/s/ JAY S. WINTROB Director June 23, 2000
---------------------------------------------------
(Jay S. Wintrob)
/s/ FRANK G. WISNER Director June 23, 2000
---------------------------------------------------
(Frank G. Wisner)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION LOCATION
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4 (a) The Registrant's 1999 Stock Option
Plan................................. Filed as exhibit to American
International Group, Inc.'s Definitive
Proxy Statement dated April 6, 2000 (File
No. 1-8787) and incorporated herein by
reference.
5 Opinion re validity...................... Filed as exhibit hereto.
15 Letter re unaudited interim financial
information............................ None.
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.
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