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Revised S&C Draft of November 17, 2000
As filed with the Securities and Exchange Commission on November [-], 2000
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
ON FORM S-8
UNDER THE
SECURITIES ACT OF 1933
-----------------------------------
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)
HSB GROUP, INC. 1995 STOCK OPTION PLAN
HSB GROUP, INC. 1985 STOCK OPTION PLAN
HSB GROUP, INC. EMPLOYEES' THRIFT INCENTIVE PLAN
(FULL TITLE OF THE PLANS)
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)
This Post-Effective Amendment covers [O] shares of the Registrants'
common stock that were originally registered on the Form S-4 (File No.
333-45828) to which this Post-Effective Amendment relates and interests in the
HSB Group, Inc. Employees' Thrift Incentive Plan. The registration fee in
respect of such shares of common stock was paid at the time of the original
filing of the Registration Statement on Form S-4. Pursuant to Rule 457(h)(2), no
separate fee is payable with respect to the registration of interests in the HSB
Group, Inc. Employees' Thrift Incentive Plan.
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Revised S&C Draft of November 17, 2000
EXPLANATORY NOTE
This Post-Effective Amendment on Form S-8 registers shares of common
stock, par value $2.50 per share (the "Common Stock"), of American International
Group, Inc. ("AIG"), which may be issued in connection with (i) options ("HSB
Options") outstanding pursuant to the HSB Group, Inc. 1995 Stock Option Plan and
the HSB Group, Inc. 1985 Stock Option Plan (together, in each case as amended,
the "HSB Option Plans") and (ii) the HSB Group, Inc. Employees' Thrift Incentive
Plan (the "Thrift Plan"). The Agreement and Plan of Merger, dated as of August
17, 2000 (the "Agreement and Plan of Merger"), among AIG, Engine Acquisition
Corporation, a wholly owned subsidiary of AIG ("EAC"), and HSB Group, Inc.
("HSB") provides that all options to purchase shares of HSB common stock that
are unexpired and unexercised immediately prior to the completion of the merger
of HSB with and into EAC will become immediately exercisable upon the completion
of the merger. The Agreement and Plan of Merger also provides that these options
will be converted into options to purchase shares of Common Stock upon the
completion of the merger and that all shares of HSB common stock held in the
Thrift Plan will be converted into shares of Common Stock. The conversion of
shares and options to purchase shares will be effected in accordance with the
exchange ratios set forth in the Agreement and Plan of Merger.
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Revised S&C Draft of November 17, 2000
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 Post-Effective Amendment in accordance with Rule 428 under the
Securities Act of 1933.
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Revised S&C Draft of November 17, 2000
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 Reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
(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").
The Annual Report on Form 11-K for the fiscal year ended December 31,
1999 of the HSB Group, Inc. Employees' Thrift Incentive Plan (the "Thrift Plan")
has been filed with the Commission and is incorporated by reference herein.
All documents filed by AIG or the Thrift Plan pursuant to Sections
13(a), 13(c), 14 or 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 Post-Effective Amendment 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 Post-Effective
Amendment 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 Post-Effective Amendment.
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,
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Revised S&C Draft of November 17, 2000
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.
This Post-Effective Amendment relates only to previously issued shares
of Common Stock. As a result, no opinion with respect to the validity of the
shares of Common Stock registered hereunder is required.
The validity of interests in the Thrift Plan has been passed on by
Roberta A. O'Brien, Esquire, Deputy General Counsel to HSB. Ms. O'Brien
participated in the HSB Option Plans and is eligible to participate in the
Thrift Plan. Ms. O'Brien 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
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 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
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.
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Revised S&C Draft of November 17, 2000
ITEM 9. UNDERTAKINGS
AIG hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Post-Effective Amendment:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Post-Effective Amendment (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 Post-Effective Amendment;
(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
Post-Effective Amendment;
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
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Post-Effective Amendment.
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of AIG or the Thrift Plan's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
(5) That insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of AIG or the Thrift Plan pursuant to the foregoing
provisions, or otherwise, AIG and the Thrift Plan have been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that
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Revised S&C Draft of November 17, 2000
a claim for indemnification against such liabilities (other than the
payment by the AIG or the Thrift Plan of expenses incurred or paid by a
director, officer or controlling person of AIG or the Thrift Plan 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, AIG or the Thrift Plan 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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Revised S&C Draft of November 17, 2000
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 Post-Effective Amendment 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
[O]th day of November, 2000.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M.R. Greenberg
-----------------------
(M. R. Greenberg, Chairman)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ M.R. GREENBERG Chairman, Chief Executive Officer and
------------------------ Director November [-], 2000
(M.R. Greenberg) (Principal Executive Officer)
/s/ HOWARD I. SMITH Executive Vice President, Chief Financial November [-], 2000
------------------------ Officer and Director
(Howard I. Smith) (Principal Financial Officer)
MICHAEL J. CASTELLI* Vice President and Comptroller November [-], 2000
------------------------ (Principal Accounting Officer)
(Michael J. Castelli)
M. BERNARD AIDINOFF* Director November [-], 2000
------------------------
(M. Bernard Aidinoff)
</TABLE>
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Revised S&C Draft of November 17, 2000
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
ELI BROAD* Director November [-], 2000
(Eli Broad)
PEI-YUAN CHIA* Director November [-], 2000
(Pei-yuan Chia)
MARSHALL A. COHEN* Director November [-], 2000
(Marshall A. Cohen)
BARBER B. CONABLE, JR.* Director November [-], 2000
(Barber B. Conable, Jr.)
MARTIN S. FELDSTEIN* Director November [-], 2000
(Martin S. Feldstein)
ELLEN V. FUTTER* Director November [-], 2000
(Ellen V. Futter)
LESLIE L. GONDA* Director November [-], 2000
(Leslie L. Gonda)
CARLA A. HILLS* Director November [-], 2000
(Carla A. Hills)
FRANK J. HOENEMEYER* Director November [-], 2000
(Frank J. Hoenemeyer)
</TABLE>
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Revised S&C Draft of November 17, 2000
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
EDWARD E. MATTHEWS* Director November [-], 2000
(Edward E. Matthews)
THOMAS R. TIZZIO* Director November [-], 2000
(Thomas R. Tizzio)
EDMUND S.W. TSE* Director November [-], 2000
(Edmund S.W. Tse)
JAY S. WINTROB* Director November [-], 2000
(Jay S. Wintrob)
FRANK G. WISNER* Director November [-], 2000
(Frank G. Wisner)
*By: /s/ HOWARD I. SMITH
(Howard I. Smith)
as Attorney-in-Fact
</TABLE>
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Revised S&C Draft of November 17, 2000
The Thrift Plan. Pursuant to the requirements of the Securities Act of
1933, the Administrative Committee for the Thrift Plan has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned, hereunto
duly authorized, in the City of Hartford and State of Connecticut, on the [-]th
day of November, 2000.
The HSB Group, Inc. Employees' Thrift Incentive Plan
By: /s/ JODI L. LUSSIER
-----------------------------------------
Jodi L. Lussier,
Plan Administrator
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Revised S&C Draft of November 17, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION LOCATION
-------------- ----------- --------
<S> <C> <C>
4 (a) HSB Group, Inc. 1995 Stock Option Plan......... Incorporated by reference to Exhibit 10(iii)(f) to
HSB's Annual Report on Form 10-K for the year ended
December 31, 1999 (File No. 1-13135).
(b) HSB Group, Inc. 1985 Stock Option Plan......... Incorporated by reference to Exhibit 10(iii)(a) to
HSB's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 (File No. 1-13135).
(c) HSB Group, Inc. Employees' Thrift
Incentive Plan................................. Incorporated by reference to Exhibit 4(i)(c) to the
Hartford Steam Boiler Inspection and Insurance
Company's Registration Statement on Form S-8 (File
No. 33-36519).
5 Opinion re validity of Thrift Plan interests Filed herewith.
15 Letter re unaudited interim financial
information None.
23 Consents of experts and counsel
(a) PricewaterhouseCoopers LLP..................... Filed herewith.
(b) Roberta A. O'Brien............................. Included in Exhibit 5.
24 Power of Attorney Previously filed.
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