<PAGE> 1
As filed with the Securities and Exchange Commission on February 24, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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
(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 AND SECRETARY
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)
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
<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
Debt securities........................ $658,177,000 100% $658,177,000 $173,759
=================================================================================================================================
</TABLE>
(1) Or, if any debt securities (a) are denominated or payable in a foreign or
composite currency or currencies, such principal amount as shall result in
an aggregate initial offering price equivalent to $658,177,000 at the time
of the initial offering, (b) are issued at an original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $658,177,000, or (c) are issued with their principal amount
payable at maturity to be determined with reference to a currency exchange
rate or other index, such principal amount as shall result in an aggregate
initial offering price of $658,177,000.
(2) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
(3) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to an additional $341,823,000 of debt securities
previously registered by the Issuer on Registration Statement No. 33-60827,
as to which a $172,414 fee has previously been paid.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, the Registration
Statement also relates to the prospectus included in Registration Statement No.
33-60827.
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<PAGE> 2
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.
PROSPECTUS
SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2000
$1,000,000,000
AMERICAN INTERNATIONAL GROUP, INC.
DEBT SECURITIES
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American International Group, Inc. may offer its debt securities from time
to time and in one or more series. These debt securities will have an initial
public offering price or purchase price of up to $1,000,000,000 or will have the
foreign currency or composite currency equivalent of this amount.
AIG may issue all or a portion of these debt securities in the form of one
or more permanent global certificates.
At the time of sale, an accompanying prospectus supplement will describe
the terms of the debt securities, and will include for each series of debt
securities the initial public offering price, designation, aggregate principal
amount (including whether determined by reference to an index), currency,
denomination, premium, maturity, interest rate (whether fixed or floating), time
of payment of any interest and any terms for mandatory or optional redemption.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE DEBT SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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AIG may sell these debt securities to or through underwriters or dealers,
and also to other purchasers or through agents. The names of any underwriters,
dealers or agents will be set forth in an accompanying prospectus supplement.
The date of this prospectus is , 2000.
<PAGE> 3
TABLE OF CONTENTS
PAGE
- ----
ABOUT THIS PROSPECTUS..............................................1
AMERICAN INTERNATIONAL GROUP, INC..................................1
USE OF PROCEEDS....................................................1
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES...................1
DESCRIPTION OF DEBT SECURITIES AIG MAY OFFER.......................2
PLAN OF DISTRIBUTION..............................................10
VALIDITY OF THE DEBT SECURITIES...................................11
EXPERTS...........................................................11
WHERE YOU CAN FIND MORE INFORMATION...............................11
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You should rely only on the information contained in this prospectus or any
prospectus supplement or information contained in documents which you are
referred to by this prospectus or any prospectus supplement. AIG has not
authorized anyone to provide you with information different from that contained
in this prospectus or any prospectus supplement. AIG is offering to sell the
debt securities only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus or any prospectus supplement is
accurate only as of the date on the front of those documents, regardless of the
time of delivery of the documents or any sale of the debt securities.
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<PAGE> 4
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that AIG filed with
the SEC utilizing a shelf registration process. Under this shelf process, AIG
may sell the securities described in this prospectus in one or more offerings up
to a total dollar amount of $1,000,000,000. This prospectus provides you with a
general description of the debt securities AIG may offer.
Each time AIG sells debt securities, AIG will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described in the
section entitled "Where You Can Find More Information".
To see more detail, you should read our registration statement and the
exhibits filed with our registration statement.
AMERICAN INTERNATIONAL GROUP, INC.
AIG, a Delaware corporation, is a holding company which through its
subsidiaries is primarily engaged in a broad range of insurance and
insurance-related activities and financial services in the United States and
abroad.
AIG's principal executive offices are located at 70 Pine Street, New York,
New York 10270, and its telephone number is 212-770-7000.
USE OF PROCEEDS
Unless otherwise indicated in any prospectus supplement, AIG intends to
add the net proceeds from the sale of the debt securities to AIG's general
funds. The funds will be used by AIG and its subsidiaries for general corporate
purposes.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges of AIG and its consolidated subsidiaries for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30, YEARS ENDED DECEMBER 31,
- --------------------------- ---------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
4.28 3.87 3.82 3.64 3.53 3.35 3.13
</TABLE>
Earnings represent
- Income from operations before income taxes and adjustments for
minority interest
plus
- Fixed charges other than capitalized interest
- Amortization of capitalized interest
- The distributed income of equity investees
less
- The minority interest in pre-tax income of subsidiaries that do not
have fixed charges.
Fixed charges include
- Interest, whether expensed or capitalized
- Amortization of debt issuance costs
- One third of rental expense. Management of AIG believes this is
representative of the interest factor.
<PAGE> 5
DESCRIPTION OF DEBT SECURITIES AIG MAY OFFER
As required by federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
indenture. The indenture is a contract, dated as of July 15, 1989, between AIG
and The Bank of New York, which acts as trustee.
The trustee has two main roles:
1. The trustee can enforce your rights against AIG if AIG defaults on its
obligations under the terms of the indenture or the debt securities. There are
some limitations on the extent to which the trustee acts on your behalf,
described later on page 9 under "Remedies If an Event of Default Occurs".
2. The trustee performs administrative duties for AIG, such as sending you
interest payments, transferring your debt securities to a new buyer if you sell
and sending you notices.
The indenture and its associated documents contain the full legal text of
the matters described in this section. The indenture and the debt securities are
governed by New York law. A copy of the indenture is an exhibit to AIG's
registration statement. See "Where You Can Find More Information" on page 11 for
information on how to obtain a copy.
AIG may issue as many distinct series of debt securities under the
indenture as it wishes.
This section summarizes the material terms of the debt securities that are
common to all series, although the prospectus supplement which describes the
terms of each series of debt securities may also describe differences with the
material terms summarized here.
Because this section is a summary, it does not describe every aspect of
the debt securities. This summary is subject to and qualified in its entirety by
reference to all the provisions of the indenture, including definitions of
certain terms used in the indenture. In this summary, AIG describes the meaning
for only some of the more important terms. For your convenience, AIG also
includes references in parentheses to certain sections of the indenture.
Whenever AIG refers to particular sections or defined terms of the indenture in
this prospectus or in the prospectus supplement, such sections or defined terms
are incorporated by reference here or in the prospectus supplement. You must
look to the indenture for the most complete description of what AIG describes in
summary form in this prospectus.
This summary also is subject to and qualified by reference to the
description of the particular terms of your series described in the prospectus
supplement. Those terms may vary from the terms described in this prospectus.
The prospectus supplement relating to each series of debt securities will be
attached to the front of this prospectus. There will also be a further
prospectus supplement, known as a pricing supplement, which contains the precise
terms of debt securities you are offered.
AIG may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated
principal amount. (Section 101) The prospectus supplement relating to the
original issue discount securities will describe federal income tax consequences
and other special considerations applicable to them. The debt securities may
also be issued as indexed securities or securities denominated in foreign
currencies or currency units, as described in more detail in the prospectus
supplement relating to any of the particular debt securities. The prospectus
supplement relating to specific debt securities will also describe any special
considerations and certain additional tax considerations applicable to such debt
securities.
In addition, the specific financial, legal and other terms particular to a
series of debt securities are described in the prospectus supplement and the
pricing supplement relating to the series. The prospectus supplement relating to
a series of debt securities will describe the following terms of the series:
- - the title of the series of debt securities;
- - any limit on the aggregate principal amount of the series of debt
securities;
- - the person to whom interest on a debt security is payable, if other than
the holder on the regular record date;
- - the date or dates on which the series of debt securities will mature;
- - the rate or rates, which may be fixed or variable
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<PAGE> 6
per annum at which the series of debt securities will bear interest, if
any, and the date or dates from which that interest, if any, will accrue;
- - the place or places where the principal of (and premium, if any) and
interest on the debt securities is payable;
- - the dates on which interest, if any, on the series of debt securities will
be payable and the regular record dates for the interest payment dates;
- - any mandatory or optional sinking funds or similar provisions or
provisions for redemption at the option of the issuer;
- - the date, if any, after which and the price or prices at which the series
of debt securities may, in accordance with any optional or mandatory
redemption provisions, be redeemed and the other detailed terms and
provisions of those optional or mandatory redemption provisions, if any;
- - if other than denominations of $1,000 and any of its integral multiples,
the denominations in which the series of debt securities will be issuable;
- - the currency of payment of principal, premium, if any, and interest on the
series of debt securities;
- - if the currency of payment for principal, premium, if any, and interest on
the series of debt securities is subject to the election of AIG or a
holder, the currency or currencies in which payment can be made and the
period within which, and the terms and conditions upon which, the election
can be made;
- - any index used to determine the amount of payment of principal or premium,
if any, and interest on the series of debt securities;
- - the applicability of the provisions described under "Defeasance" on page
8;
- - any event of default under the series of debt securities if different from
those described under "What is an Event of Default" on page 9;
- - if the series of debt securities will be issuable only in the form of
global security, the depository or its nominee with respect to the series
of debt securities and the circumstances under which the global security
may be registered for transfer or exchange in the name of a person other
than the depositary or the nominee; and
- - any other special feature of the series of debt securities.
LEGAL OWNERSHIP
STREET NAME AND OTHER INDIRECT HOLDERS
Investors who hold debt securities in accounts at banks or brokers will
generally not be recognized by AIG as legal holders of debt securities. This is
called holding in street name. Instead, AIG would recognize only the bank or
broker, or the financial institution the bank or broker uses to hold its debt
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities, either
because they agree to do so in their customer agreements or because they are
legally required to. If you hold debt securities in street name, you should
check with your own institution to find out:
- - How it handles securities payments and notices.
- - Whether it imposes fees or charges.
- - How it would handle voting if ever required.
- - Whether and how you can instruct it to send you debt securities registered
in your own name so you can be a direct holder as described below.
- - How it would pursue rights under the debt securities if there were a
default or other event triggering the need for holders to act to protect
their interests.
DIRECT HOLDERS
AIG's obligations, as well as the obligations of the trustee and those of
any third parties employed by AIG or the trustee, run only to persons who are
registered as holders of debt securities. As noted above, AIG does not have
obligations to you if you hold in street name or other indirect means, either
because you choose to hold debt securities in that manner or because the debt
securities are issued in the form of global securities as described below. For
example, once AIG makes payment to the registered holder, AIG has no further
responsibility for the payment even if that holder is legally required to pass
the payment along to you as a street name customer but does not do so.
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<PAGE> 7
GLOBAL SECURITIES
What is a Global Security? A global security is a special type of
indirectly held security, as described above under "Street Name and Other
Indirect Holders". If AIG chooses to issue debt securities in the form of global
securities, the ultimate beneficial owners can only be indirect holders. AIG
does this by requiring that the global security be registered in the name of a
financial institution it selects and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global security
is called the depositary. Any person wishing to own a debt security must do so
indirectly by virtue of an account with a broker, bank or other financial
institution that in turn has an account with the depositary. The prospectus
supplement indicates whether your series of securities will be issued only in
the form of global securities.
Special Investor Considerations for Global Securities. As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. AIG does not recognize
this type of investor as a holder of debt securities and instead deals only with
the depositary that holds the global security.
If you are an investor, you should be aware that if debt securities are
issued only in the form of global securities:
- - You cannot get debt securities registered in your own name.
- - You cannot receive physical certificates for your interest in the debt
securities.
- - You will be a street name holder and must look to your own bank or broker
for payments on the debt securities and protection of your legal rights
relating to the debt securities. See "Street Name and Other Indirect
Holders" on page 3.
- - You may not be able to sell interests in the debt securities to some
insurance companies and other institutions that are required by law to own
their securities in the form of physical certificates.
- - The depositary's policies will govern payments, transfers, exchange and
other matters relating to your interest in the global security. AIG and
the trustee have no responsibility for any aspect of the depositary's
actions or for its records of ownership interests in the global security.
AIG and the trustee also do not supervise the depositary in any way.
Special Situations When Global Security Will Be Terminated. In a
few special situations described later, the global security will terminate and
interests in it will be exchanged for physical certificates representing debt
securities. After that exchange, the choice of whether to hold debt securities
directly or in street name will be up to you. You must consult your own bank or
brokers to find out how to have your interests in debt securities transferred to
your own name, so that you will be a direct holder. The rights of street name
investors and direct holders in the debt securities have been previously
described in the subsections entitled "Street Name and Other Indirect Holders"
on page 3 and "Direct Holders" on page 3.
The special situations for termination of a global security are:
- - When the depositary notifies AIG that it is unwilling, unable or no longer
qualified to continue as depositary.
- - When AIG notifies the trustee that it wishes to terminate the global
security.
- - When an event of default on the securities has occurred and has not been
cured. (Defaults are discussed later under "Events of Default" on page 9.)
The prospectus supplement may also list additional situations for terminating a
global security that would apply only to the particular series of debt
securities covered by the prospectus supplement. When a global security
terminates, the depositary (and not AIG or the trustee) is responsible for
deciding the names of the institutions that will be the initial direct holders.
(Sections 204 and 305)
- -------------------------------------------------------------------------------
IN THE REMAINDER OF THIS DESCRIPTION "YOU" MEANS DIRECT HOLDERS AND NOT STREET
NAME OR OTHER INDIRECT HOLDERS OF DEBT SECURITIES. INDIRECT HOLDERS SHOULD
READ THE PREVIOUS SUBSECTION ON PAGE 3 ENTITLED "STREET NAME AND OTHER
INDIRECT HOLDERS".
- -------------------------------------------------------------------------------
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<PAGE> 8
OVERVIEW OF REMAINDER OF THIS DESCRIPTION
The remainder of this description summarizes:
- - ADDITIONAL MECHANICS relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where AIG makes
payments;
- - Your rights in several SPECIAL SITUATIONS, such as if AIG merges with
another company or if AIG wants to change a term of the debt securities;
- - Promises AIG makes to you about how it will run its business, or a
business action AIG promises not to take known as a RESTRICTIVE COVENANT;
and
- - Your rights if AIG DEFAULTS or experiences other financial difficulties.
ADDITIONAL MECHANICS
FORM, EXCHANGE AND TRANSFER
The debt securities will be issued:
- - only in fully registered form
- - without interest coupons
- - in denominations that are even multiples of $1,000. (Section 302)
You may have your debt securities broken into more debt securities
of smaller denominations of not less than $1,000 or combined into fewer debt
securities of larger denominations, as long as the total principal amount is not
changed. (Section 305) This is called an exchange.
You may exchange or transfer debt securities at the office of the
trustee. The trustee acts as AIG's agent for registering debt securities in the
names of holders and transferring debt securities. AIG may change this
appointment to another entity or perform it itself. The entity performing the
role of maintaining the list of registered holders is called the security
registrar. It will also perform transfers. (Section 305)
You will not be required to pay a service charge to transfer or
exchange debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership.
If AIG designates additional transfer agents, they will be named in
the prospectus supplement. AIG may cancel the designation of any particular
transfer agent. AIG may also approve a change in the office through which any
transfer agent acts. (Section 1002)
If the debt securities are redeemable and AIG redeems less than all
of the debt securities of a particular series, AIG may block the transfer or
exchange of debt securities during the period beginning 15 days before the day
AIG mails the notice of redemption and ending on the day of that mailing, in
order to freeze the list of holders to prepare the mailing. AIG may also refuse
to register transfers or exchanges of debt securities selected for redemption,
except that AIG will continue to permit transfers and exchanges of the
unredeemed portion of any debt security being partially redeemed.
(Section 305)
PAYMENT AND PAYING AGENTS
AIG will pay interest to you if you are a direct holder listed in
the trustee's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the debt security on the
interest due date. That particular day, usually about two weeks in advance of
the interest due date, is called the regular record date and is stated in the
prospectus supplement. (Section 307) Holders buying and selling debt securities
must work out between them how to compensate for the fact that AIG will pay all
the interest for an interest period to the one who is the registered holder on
the regular record date. The most common manner is to adjust the sales price of
the securities to pro rate interest fairly between buyer and seller. This pro
rated interest amount is called accrued interest.
AIG will pay interest, principal and any other money due on the
debt securities at the corporate trust office of the Trustee in New York City.
That office is currently located at 101 Barclay Street, Floor 21W, New York, New
York 10286. You must make arrangements to have your payments picked up at or
wired from that office. AIG may also choose to pay interest by mailing checks.
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<PAGE> 9
- --------------------------------------------------------------------------------
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
- --------------------------------------------------------------------------------
AIG may also arrange for additional payment offices, and may cancel
or change these offices, including its use of the trustee's corporate trust
office. These offices are called paying agents. AIG may also choose to act as
its own paying agent. AIG must notify you of changes in the paying agents for
any particular series of debt securities. (Section 1002)
NOTICES
AIG and the trustee will send notices regarding the debt securities
only to direct holders, using their addresses as listed in the trustee's
records. (Sections 101 and 106)
Regardless of who acts as paying agent, all money paid by AIG to a
paying agent that remains unclaimed at the end of three years after the amount
is due to direct holders will be repaid to AIG. After that three-year period,
you may look to AIG for payment and not to the trustee or any other paying
agent. (Section 1003)
SPECIAL SITUATIONS
MERGERS AND SIMILAR EVENTS
AIG is generally permitted to consolidate or merge with another
company or firm. AIG is also permitted to sell or lease substantially all of its
assets to another firm, or to buy or lease substantially all of the assets of
another firm. However, AIG may not take any of these actions unless all the
following conditions are met:
- - Where AIG merges out of existence or sells or leases its assets, the other
firm may not be organized under a foreign country's laws, that is, it must
be a corporation, partnership or trust organized under the laws of a state
of the United States or the District of Columbia or under federal law, and
it must agree to be legally responsible for the debt securities.
- - The merger, sale of assets or other transaction must not cause a default
on the debt securities, and AIG must not already be in default (unless the
merger or other transaction would cure the default). For purposes of this
no-default test, a default would include an event of default that has
occurred and not been cured. A default for this purpose would also include
any event that would be an event of default if the requirements for giving
AIG default notice or AIG's default having to exist for a specific period
of time were disregarded.
It is possible that the merger, sale of assets or other transaction would
cause some of the voting stock of AIG's designated subsidiaries to become
subject to a mortgage or other legal mechanism giving lenders preferential
rights in that voting stock over the holders of the debt securities if
they are not paid back. AIG and its designated subsidiaries have promised
to limit these preferential rights on the voting stock of AIG's designated
subsidiaries, called liens, as discussed later on page 7 under
"Restriction on Liens". If a merger or other transaction would create any
liens on the voting stock of our designated subsidiaries, AIG and its
designated subsidiaries must comply with that restrictive covenant. AIG
and its designated subsidiaries would do this by following the
requirements of the restrictive covenant to grant an equivalent or
higher-ranking lien on the voting stock of AIG's designated subsidiaries
to you and the other direct holders of the debt securities. (Section 801)
MODIFICATION AND WAIVER
There are three types of changes AIG can make to the indenture and
the debt securities.
Changes Requiring Your Approval. First, there are changes that
cannot be made to your debt securities without your specific approval. Following
is a list of those types of changes:
- - change the stated maturity of the principal or interest on a debt security
- - reduce any amounts due on a debt security
- - reduce the amount of principal payable upon acceleration of the maturity
of a debt security (including the amount payable on an original issue
discount security) following a default
- - change the place or currency of payment on a debt security
- - impair your right to sue for payment
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<PAGE> 10
- - reduce the percentage of holders of debt securities whose consent is
needed to modify or amend the indenture
- - reduce the percentage of holders of debt securities whose consent is
needed to waive compliance with certain provisions of the indenture or to
waive certain defaults
- - modify any other aspect of the provisions dealing with modification and
waiver of the indenture (Section 902)
Changes Requiring a Super-Majority Vote or Majority Vote. The
second type of change to the indenture and the debt securities is the kind that
requires a vote in favor by holders of debt securities owning 66 2/3% of the
principal amount of the particular series affected. Most changes fall into this
category, except for clarifying changes and certain other changes that would not
adversely affect holders of the debt securities. (Section 902) The same vote
would be required for AIG to obtain a waiver of all or part of the restrictive
covenant described later on page 7. (Section 1008) AIG may obtain a waiver of a
past default from the holders of debt securities owning a majority of the
principal amount of the particular series affected. However, AIG cannot obtain a
waiver of a payment default or any other aspect of the indenture or the debt
securities listed in the first category described previously on page 6 under
"Changes Requiring Your Approval" unless AIG obtains your individual consent to
the waiver. (Section 513)
Changes Not Requiring Approval. The third type of change does not
require any vote by holders of debt securities. This type is limited to
clarifications and certain other changes that would not adversely affect holders
of the debt securities. (Section 901)
Further Details Concerning Voting. When taking a vote, AIG will use
the following rules to decide how much principal amount to attribute to a debt
security:
- - For original issue discount securities, AIG will use the principal amount
that would be due and payable on the voting date if the maturity of the
debt securities were accelerated to that date because of a default.
- - For debt securities whose principal amount is not known (for example,
because it is based on an index), AIG will use a special rule for that
debt security described in the prospectus supplement.
- - For debt securities denominated in one or more foreign currencies or
currency units, AIG will use the U.S. dollar equivalent.
Debt securities will not be considered outstanding, and therefore
not eligible to vote, if AIG has deposited or set aside in trust for you money
for their payment or redemption. Debt securities will also not be eligible to
vote if they have been fully defeased as described later on page 8 under "Full
Defeasance". (Section 101)
AIG will generally be entitled to set any day as a record date for
the purpose of determining the holders of outstanding debt securities that are
entitled to vote or take other action under the indenture. In certain limited
circumstances, the trustee will be entitled to set a record date for action by
holders. If AIG or the trustee set a record date for a vote or other action to
be taken by holders of a particular series, that vote or action may be taken
only by persons who are holders of outstanding securities of that series on the
record date and must be taken within 90 days following the record date.
(Sections 501, 512, 902 and 1008)
- --------------------------------------------------------------------------------
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF AIG SEEKS TO
CHANGE THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
- --------------------------------------------------------------------------------
RESTRICTIVE COVENANT
COVENANT
Restriction on Liens. Some of the voting stock of certain of AIG's
designated subsidiaries may be subject to a mortgage or other legal mechanism
that gives lenders preferential rights in that voting stock of AIG's designated
subsidiaries over the holders of the debt securities if they are not paid back.
These preferential rights are called LIENS. Except as otherwise specified in any
prospectus supplement, AIG promises that neither it nor its designated
subsidiaries will become obligated on any new debt that is secured by a lien on
any shares of voting stock of any of AIG's designated subsidiaries, unless you
and the other direct holders of the securities (and, if
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<PAGE> 11
AIG elects, any other holders of debt issued by AIG) are granted an equivalent
or higher-ranking lien on the same property. (Section 1006)
Certain Definitions Relating to our Restrictive Covenant. Following
are the meanings of the terms that are important in understanding the
restrictive covenant previously described.
Designated subsidiary means American Home Assurance Company,
National Union Fire Insurance Company of Pittsburgh, Pa., and any subsidiary the
assets of which, determined as of the last day of the most recent calendar
quarter ended at least 30 days prior to the date of determination and in
accordance with generally accepted accounting principles as in effect on the
last day of that calendar quarter, exceed 20% of the consolidated assets of AIG.
As of September 30, 1999, there were no subsidiaries of AIG with assets,
determined in accordance with generally accepted accounting principle as in
effect on that date, in excess of 20% of the consolidated assets of AIG.
(Section 101)
Subsidiary means a corporation, partnership or trust in which AIG
and/or one or more of its other subsidiaries owns a least 50% of the voting
stock, which is a kind of stock that ordinarily permits its owners to vote for
election of directors. (Section 101)
Consolidated assets of AIG means the assets of AIG and its
consolidated subsidiaries, to be determined as of the last day of the most
recent calendar quarter ended at least 30 days prior to the date of the
determination and in accordance with generally accepted accounting principles as
in effect on the last day of that calendar quarter. (Section 101)
DEFEASANCE
The following discussion of full defeasance and covenant defeasance
will be applicable to your series of debt securities only if AIG chooses to have
them apply to that series. If AIG does so choose, it will state that in the
prospectus supplement. (Section 1301)
Full Defeasance. If there is a change in federal tax law, as
described below, AIG can legally release itself from any payment or other
obligations on the debt securities, called full defeasance, if AIG puts in place
the following other arrangements for you to be repaid:
- - AIG must deposit in trust for your benefit and the benefit of all other
direct holders of the debt securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the debt
securities on their various due dates.
- - There must be a change in current federal tax law or an IRS ruling that
lets AIG make the above deposit without causing you to be taxed on the
debt securities any differently than if AIG did not make the deposit and
just repaid the debt securities itself. (Under current federal tax law,
the deposit and AIG's legal release from the debt securities would be
treated as though it took back your debt securities and gave you your
share of the cash and notes or bonds deposited in trust. In that event,
you could recognize gain or loss on the debt securities you give back to
AIG.)
- - AIG must deliver to the trustee a legal opinion of AIG's counsel
confirming the tax law change described above. (Sections 1302 and 1304)
If AIG ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the debt securities.
You could not look to AIG for repayment in the unlikely event of any shortfall.
Covenant Defeasance. Under current federal tax law, AIG can make
the same type of deposit described above and be released from the restrictive
covenant in the debt securities. This is called covenant defeasance. In that
event, you would lose the protection of that restrictive covenant but would gain
the protection of having money and securities set aside in trust to repay the
debt securities. In order to achieve covenant defeasance, AIG must do the
following:
- - AIG must deposit in trust for your benefit and the benefit of all other
direct holders of the debt securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the debt
securities on their various due dates.
- - AIG must deliver to the trustee a legal opinion of its counsel confirming
that under current federal income tax law AIG may make the above deposit
without causing you to be taxed on the debt securities any differently
than if AIG did
-8-
<PAGE> 12
not make the deposit and just repaid the debt securities itself.
If AIG accomplishes covenant defeasance, the following provisions
of the indenture and the debt securities would no longer apply:
- - AIG's promises regarding conduct of its business previously described on
page 7 under "Covenant," and any other covenants applicable to the series
of debt securities and described in the prospectus supplement.
- - The condition regarding the treatment of liens when AIG merges or engages
in similar transactions, as previously described on page 6 under "Mergers
and Similar Events".
- - The events of default relating to breach of covenants and acceleration of
the maturity of other debt, described later on page 9 under "What Is an
Event of Default?".
If AIG accomplishes covenant defeasance, you can still look to AIG
for repayment of the debt securities if there were a shortfall in the trust
deposit. In fact, if one of the remaining events of default occurred (such as a
bankruptcy of AIG) and the debt securities become immediately due and payable,
there may be such a shortfall. (Sections 1303 and 1304)
DEFAULT AND RELATED MATTERS
RANKING
The debt securities are not secured by any of AIG's property or
assets. Accordingly, your ownership of debt securities means you are one of
AIG's unsecured creditors. The debt securities are not subordinated to any of
AIG's other debt obligations and therefore they rank equally with all of AIG's
other unsecured and unsubordinated indebtedness.
EVENTS OF DEFAULT
You will have special rights if an event of default occurs and is
not cured, as described later in this subsection.
What Is An Event of Default? The term "Event of Default" means any
of the following:
- - AIG does not pay the principal or any premium on a debt security on its
due date.
- - AIG does not pay interest on a debt security within 30 days of its due
date.
- - AIG does not deposit money in a separate account, known as a sinking fund,
when a deposit is due.
- - AIG remains in breach of the restrictive covenant described on page 7 or
any other term of the indenture for 60 days after it receives a notice of
default stating it is in breach. The notice must be sent by either the
trustee or holders of 25% of the principal amount of debt securities of
the affected series.
- - If an event of default occurs with respect to a different series of debt
securities issued under the indenture and AIG's obligation to repay such
other series of debt securities is accelerated, and this repayment
obligation remains accelerated for 30 days after AIG receives a notice of
default by the trustee or holders of 10% of the principal amount of the
affected debt securities.
- - AIG files for bankruptcy or certain other events of bankruptcy, insolvency
or reorganization occur.
- - Any other event of default described in the prospectus supplement occurs.
(Section 501)
Remedies If an Event of Default Occurs. If an event of default has
occurred and has not been cured, the trustee or the holders of at least 25% in
principal amount of the debt securities of the affected series may declare the
entire principal amount (or, in the case of original issue discount securities,
the portion of the principal amount that is specified in the terms of the
affected debt security) of all the debt securities of that series to be due and
immediately payable. This is called a declaration of acceleration of maturity.
However, a declaration of acceleration of maturity may be cancelled, but only
before a judgment or decree based on the acceleration has been obtained, by the
holders of at least a majority in principal amount of the debt securities of the
affected series. (Section 502)
Reference is made to the prospectus supplement relating to any
series of debt securities which are original issue discount securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of
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<PAGE> 13
original issue discount securities upon the occurrence of an event of default
and its continuation.
Except in cases of default, where the trustee has some special
duties, the trustee is not required to take any action under the indenture at
the request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability called an indemnity. (Section 603) If
reasonable indemnity is provided, the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority holders may also direct the
trustee in performing any other action under the indenture. (Section 512)
Before you bypass the trustee and bring your own lawsuit or other
formal legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:
- - You must give the trustee written notice that an event of default has
occurred and remains uncured.
- - The holders of 25% in principal amount of all outstanding securities of
the relevant series must make a written request that the trustee take
action because of the default, and must offer reasonable indemnity to the
trustee against the cost and other liabilities of taking that action.
The trustee must have not taken action for 60 days after receipt of the
above notice and offer of indemnity. (Section 507)
However, you are entitled at any time to bring a lawsuit for the
payment of money due on your debt security on or after its due date. (Section
508)
- --------------------------------------------------------------------------------
STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF
THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
- --------------------------------------------------------------------------------
AIG will furnish to the trustee every year a written statement of
certain of its officers certifying that to their knowledge AIG is in compliance
with the indenture and the debt securities, or else specifying any default.
(Section 1007)
OUR RELATIONSHIP TO THE TRUSTEE
The Bank of New York from time to time provides normal banking
services to AIG and its subsidiaries.
PLAN OF DISTRIBUTION
AIG may sell debt securities:
- - to or through underwriting syndicates represented by managing
underwriters;
- - through one or more underwriters without a syndicate for them to offer and
sell to the public;
- - through dealers or agents; and
- - to investors directly in negotiated sales or in competitively bid
transactions.
Any underwriter or agent involved in the offer and sale of any series of
the debt securities will be named in the prospectus supplement.
The prospectus supplement for each series of debt securities will
describe:
- - the terms of the offering of these debt securities, including the name of
the agent or the name or names of any underwriters;
- - the public offering or purchase price;
- - any discounts and commissions to be allowed or paid to the agent or
underwriters and all other items constituting underwriting compensation;
- - any discounts and commissions to be allowed or paid to dealers; and
- - other specific terms of the particular debt securities.
Only the agents or underwriters named in a
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<PAGE> 14
prospectus supplement are agents or underwriters in connection with the debt
securities being offered by that prospectus supplement.
Underwriters, agents and dealers may be entitled, under agreements with
AIG, to indemnification against certain civil liabilities, including liabilities
under the Securities Act of 1933.
Underwriters to whom debt securities are sold by AIG for public offering
and sale are obliged to purchase all of those particular debt securities if any
are purchased. This obligation is subject to certain conditions and may be
modified in the applicable prospectus supplement.
Underwriters, dealers or agents may engage in transactions with, or
perform services for, AIG or its subsidiaries or affiliates in the ordinary
course of business.
VALIDITY OF THE DEBT SECURITIES
Unless otherwise specified in any prospectus supplement, the validity of
the debt securities will be passed upon for AIG by Sullivan & Cromwell, New
York, New York. M. Bernard Aidinoff, a member of the Board of Directors of AIG,
is Senior Counsel to Sullivan & Cromwell and beneficially owns 26,789 shares of
AIG common stock and options to purchase 36,156 shares of AIG common stock.
Partners of Sullivan & Cromwell involved in the representation of AIG
beneficially own approximately 4,547 shares of AIG common stock.
EXPERTS
The consolidated financial statements and financial statement schedules of
AIG and its subsidiaries incorporated in this prospectus by reference to AIG's
Annual Report on Form 10-K for the year ended December 31, 1998 and AIG's
Current Report on Form 8-K dated June 3, 1999, as amended, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
auditing and accounting.
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 debt securities are sold. This prospectus is part of a
registration statement AIG filed with the SEC.
- ------------------------------------------------------------------------------
Annual Report on Form 10-K for the year ended December 31, 1998.
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30,
1999 and September 30, 1999.
Current Report on Form 8-K dated June 3, 1999, as amended.
- ------------------------------------------------------------------------------
-11-
<PAGE> 15
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates,
except the SEC registration fee.
SEC registration fee ................................ $173,759
Photocopying and printing ........................... $ 30,000
Legal fees and expenses ............................. $ 60,000
Fees of accountants.................................. $ 6,000
Miscellaneous........................................ $ 10,241
--------
Total................................................ $280,000
========
----------
ITEM 15. 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 AIG
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 maintains a directors' and officers' liability insurance
policy.
II-1
<PAGE> 16
ITEM 16. LIST OF EXHIBITS
Exhibit
1.1 Form of Underwriting Agreement
1.2 Form of Distribution Agreement (incorporated by reference from Exhibit
1(b) to Registration Statement No. 33-60827)
4.1 Indenture, dated as of July 15, 1989, from American International Group,
Inc. to The Bank of New York, as Trustee, including the Form of Debt
Security in Article Two thereof (incorporated by reference from Exhibit 4
to Registration Statement No. 33-25291)
5.1 Opinion of Sullivan & Cromwell
12.1 Statement re: Computation of ratio of earnings to fixed charges
(incorporated by reference from Exhibit 12 to AIG's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sullivan & Cromwell (included with Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Bank of New York
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 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 the
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) may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933 if the change in volume
represents no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 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 by AIG pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the 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.
II-2
<PAGE> 17
(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 Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, 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 registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants 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 of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 18
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-3 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 the 24th day
of February, 2000.
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ M.R. GREENBERG
-----------------------------
M.R. Greenberg
Chairman
POWER OF ATTORNEY
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 his or her true and lawful attorneys-in-fact and agents, each acting
alone, with full powers 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 or
all amendments to this Registration Statement, including pre-effective and
post-effective amendments, as well as any related registration statement (or
amendment thereto) filed pursuant to Rule 462 promulgated under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, 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 requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies and
confirms all his or her said attorneys-in-fact and agents or any of them or his
or her substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which, when taken together shall
constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman, Chief Executive Officer, and
Director
/s/ M.R. GREENBERG (Principal Executive Officer) February 24 , 2000
- --------------------------------
(M.R. Greenberg)
/s/ HOWARD I. SMITH Executive Vice President
- -------------------------------- Director
(Howard I. Smith) (Principal Financial and
Accounting Officer) February 24, 2000
/s/ M. BERNARD AIDINOFF Director February 24, 2000
- --------------------------------
(M. Bernard Aidinoff)
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ ELI BROAD Director February 24, 2000
- --------------------------------
(Eli Broad)
/s/ PEI-YUAN CHIA Director February 24, 2000
- --------------------------------
(Pei-yuan Chia)
Director
- --------------------------------
(Marshall A. Cohen)
/s/ BARBER B. CONABLE, JR. Director February 24, 2000
- --------------------------------
(Barber B. Conable, Jr.)
/s/ MARTIN S. FELDSTEIN Director February 24, 2000
- --------------------------------
(Martin S. Feldstein)
Director
- --------------------------------
(Ellen V. Futter)
Director
- --------------------------------
(Leslie L. Gonda)
/s/ EVAN G. GREENBERG Director February 24, 2000
- --------------------------------
(Evan G. Greenberg)
Director
- --------------------------------
(Carla A. Hills)
Director
- --------------------------------
(Frank J. Hoenemeyer)
/s/ EDWARD E. MATTHEWS Director February 24, 2000
- --------------------------------
(Edward E. Matthews)
Director
- --------------------------------
(Dean P. Phypers)
/s/ THOMAS R. TIZZIO Director February 24, 2000
- --------------------------------
(Thomas R. Tizzio)
</TABLE>
II-5
<PAGE> 20
<TABLE>
<S> <C> <C>
Director
- --------------------------------
(Edmund S.W. Tse)
Director
- --------------------------------
(Jay S. Wintrob)
/s/ FRANK G. WISNER Director February 24, 2000
- --------------------------------
(Frank G. Wisner)
</TABLE>
II-6
<PAGE> 21
EXHIBIT INDEX
Exhibit
1.1 Form of Underwriting Agreement
1.2 Form of Distribution Agreement (incorporated by reference from Exhibit
1(b) to Registration Statement No. 33-60827)
4.1 Indenture, dated as of July 15, 1989, from American International
Group, Inc. to the Bank of New York, as Trustee, including the Form of
Debt Security in Article Two thereof (incorporated by reference from
Exhibit 4 to Registration Statement No. 33-25291)
5.1 Opinion of Sullivan & Cromwell
12.1 Statement re: Computation of ratio of earnings to fixed charges
(incorporated by reference from Exhibit 12 to AIG's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1999)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sullivan & Cromwell (included with Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York
<PAGE> 1
Exhibit 1.1
AMERICAN INTERNATIONAL GROUP, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
TO THE REPRESENTATIVES NAMED
IN SCHEDULE I HERETO OF THE
UNDERWRITERS NAMED IN SCHEDULE II HERETO
Dear Sirs:
1. Introductory. American International Group, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell from time to time, to
the underwriters named in Schedule II hereto (the "Underwriters"), for whom you
are acting as representatives (the "Representatives"), certain of its debt
securities (the "Offered Debt Securities") identified in Schedule I hereto, to
be issued under the indenture specified in Schedule I hereto (the "Indenture")
between the Company and the Trustee identified in such Schedule (the "Trustee").
In the absence of Representatives, any reference herein to the "Representatives"
shall be deemed to be a reference to the "Underwriters".
The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"), a registration
statement (the file number of which is set forth in Schedule I hereto) on Form
S-3 relating to the Offered Debt Securities (the "Initial Registration
Statement"). The Company also has filed with, or proposes to file with, the
Commission pursuant to Rule 424 under the Securities Act (and at such time as
may be required by Rule 430A(a)(3) under the Securities Act) a prospectus
supplement specifically relating to the Offered Debt Securities. The various
parts of the Initial Registration Statement, any post-effective amendment
thereto and a registration statement, if any, increasing the size of the
offering (a "Rule 462(b) Registration Statement") filed pursuant to Rule 462(b)
under the Securities Act including all exhibits thereto, the documents
incorporated by reference in the prospectus contained in the Initial
Registration Statement and any information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the
Securities Act and deemed by virtue of Rule 430A under the Securities Act to be
part of the registration statement at the time it was declared effective but
excluding the Form T-1 (as defined below), each as amended at the time such part
of the Initial Registration Statement became effective or such part of the Rule
462(b) Registration Statement, if any, became or hereafter becomes effective are
hereinafter collectively referred to as the "Registration Statement". The
related prospectus covering the Offered Debt Securities in the form first used
to confirm sales of the Offered Debt Securities is hereinafter referred to as
the "Basic Prospectus". The Basic Prospectus as supplemented by the prospectus
supplement specifically relating to the Offered Debt Securities in the form
first used to confirm sales of the Offered Debt Securities is hereinafter
referred to as the "Prospectus". Any reference in this Agreement to the Basic
Prospectus, any preliminary form of Prospectus (a "preliminary prospectus")
previously filed with the Commission pursuant to Rule 424 or the Prospectus
shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to item 12 of Form S-3 under the Securities Act which were
filed under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Exchange Act") on
or before the date of this Agreement or the date of the Basic Prospectus, any
preliminary prospectus or the Prospectus, as the case may be; any reference to
"amend", "amendment" or "supplement" with respect to the Initial Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the
effective date of the Initial Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to "amend",
"amendment" or "supplement" with respect to the Basic Prospectus, any
preliminary prospectus or the Prospectus shall be deemed to refer to and include
any documents filed under
<PAGE> 2
the Exchange Act after the date of this Agreement, or the date of the Basic
Prospectus, any preliminary prospectus or the Prospectus, as the case may be,
which are deemed to be incorporated by reference therein.
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Underwriters that:
(a) The Initial Registration Statement has become effective; no stop
order suspending the effectiveness of the Initial Registration Statement, any
post-effective amendment thereto or the Rule 462(b) Registration Statement, if
any, is in effect, and no proceedings for such purpose are pending before or
threatened by the Commission.
(b) The Registration Statement and the Prospectus (as amended or
supplemented) conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act of 1939, as amended ("Trust Indenture
Act"), and did not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of its date as to the
Prospectus and any amendment or supplement thereto, include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they are made, not misleading; except that the
foregoing representations and warranties shall not apply to (i) that part of the
Registration Statement which constitutes the Statement of Eligibility ("Form
T-1") under the Trust Indenture Act of the Trustee, (ii) statements or omissions
in the Registration Statement or the Prospectus made in reliance upon and in
conformity with information relating to any Underwriter provided by or through
the Representatives expressly for use therein and (iii) any statement which does
not constitute part of the Registration Statement or Prospectus pursuant to Rule
412 under the Securities Act.
(c) The documents incorporated by reference in the Prospectus, when
they were filed with the Commission, conformed in all material respects to the
requirements of the Exchange Act, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they
are made, not misleading; and any further documents so filed and incorporated by
reference, when they are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act and will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they are
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter expressly for use therein or to any statement in any such document
which does not constitute part of the Registration Statement or Prospectus
pursuant to Rule 412 under the Securities Act.
(d) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of Delaware, and has full power and
authority to own its properties and to conduct its business as described in the
Prospectus.
(e) The Offered Debt Securities will be duly authorized and when
issued and delivered pursuant to this Agreement, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Indenture and enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles and any Contract Offered Debt Securities (as defined in
Section 3), when executed, authenticated, issued and delivered in the manner
provided in the Indenture and sold pursuant to Delayed Delivery Contracts (as
defined in Section 3), will constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture and enforceable
in accordance with their terms,
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<PAGE> 3
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
(f) The Indenture has been duly authorized, executed and delivered,
and upon effectiveness of the Registration Statement will have been duly
qualified under the Trust Indenture Act and, when executed and delivered by the
Company and the Trustee, will constitute a valid and legally binding instrument
of the Company enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles; and the Offered Debt Securities and the Indenture will
conform in all material respects to the descriptions thereof in the Prospectus.
(g) The issue and sale of the Offered Debt Securities and the
compliance by the Company with all of the terms thereof and of the Indenture,
this Agreement or any Delayed Delivery Contract, and the consummation of the
transactions contemplated herein and therein will not result in a breach of any
of the terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party or by which the Company is bound or
to which any of the property or assets of the Company is subject, nor will such
action result in any violation of the provisions of the Restated Certificate of
Incorporation, as amended, or the By-Laws of the Company or any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties, except, in each case,
for such breaches, defaults and violations that would not have a material
adverse effect on the business, financial position, shareholders' equity or
results of operations of the Company and its subsidiaries considered as an
entirety (a "Material Adverse Effect") or affect the validity of the Offered
Debt Securities; and no consent, approval, authorization, order, registration
or qualification of or with any court or any such regulatory authority or other
governmental agency or body is required for the issue and sale of the Offered
Debt Securities or the consummation of the other transactions contemplated by
this Agreement or the Indenture, except such consents, approvals,
authorizations, registrations or qualifications the failure to obtain or make
would not have a Material Adverse Effect or affect the validity of the Offered
Debt Securities and as may be required under state securities or Blue Sky or
insurance securities laws in connection with the purchase and distribution of
the Offered Debt Securities by the Underwriters.
(h) There is no action, suit or proceeding pending, or to the
knowledge of the executive officers of the Company, threatened against the
Company or any of its subsidiaries, which has, or may reasonably be expected in
the future to have, a Material Adverse Effect on the current or prospective
consolidated business or condition (financial or other) of the Company and its
subsidiaries taken as a whole, except as set forth or contemplated in the
Prospectus relating to the Offered Debt Securities as supplemented on the date
hereof.
(i) Since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus relating to the Offered Debt
Securities, as amended or supplemented on the date of this Agreement, there has
not been any material change in the capital stock or any material increase in
the consolidated long-term debt of the Company or any material adverse change in
or affecting the financial position, shareholders' equity or results of
operations of the Company and
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<PAGE> 4
its material consolidated subsidiaries considered in the aggregate otherwise
than as set forth or contemplated in such Prospectus (a "Material Adverse
Change").
3. Purchase, Offering and Delivery. The Company agrees to issue and
sell the Offered Debt Securities to the several Underwriters as hereinafter
provided, and each Underwriter, on the basis of the representations and
warranties herein contained, but subject to the conditions hereinafter stated,
agrees to purchase, severally and not jointly, from the Company the respective
principal amount of Offered Debt Securities set forth opposite such
Underwriter's name in Schedule II hereto at the purchase price set forth in
Schedule I hereto plus accrued interest, if any, from the date specified in
Schedule I hereto to the date of payment and delivery.
Payment for the Offered Debt Securities shall be made to the Company by
wire transfer of immediately available funds on the date and at the time and
place set forth in Schedule I hereto (or at such time and on the same or such
other date, not later than the third Business Day thereafter, as the
Representatives and the Company may agree in writing). Such payment will be made
upon delivery to, or to the Representatives for the respective accounts of, such
Underwriters of the Offered Debt Securities registered in such names and in such
denominations as the Representatives shall request not less than two full
Business Days prior to the date of delivery. As used herein, the term "Business
Day" means any day other than a day on which banks are permitted or required to
be closed in New York City. The time and date of such payment and delivery with
respect to the Offered Debt Securities are referred to herein as the Closing
Date. The certificates, if any, for the Offered Debt Securities will be made
available for inspection and packaging by the Representatives by 1:00 P.M. on
the Business Day prior to the Closing Date at such place in New York City as the
Representatives and the Company shall agree.
If the Registration Statement and the Prospectus, as amended or
supplemented, provide for sales of Offered Debt Securities pursuant to delayed
delivery contracts, the Company authorizes the Underwriters to solicit offers to
purchase Offered Debt Securities pursuant to delayed delivery contracts
substantially in the form of Schedule III attached hereto ("Delayed Delivery
Contracts") with such changes therein as the Company may authorize or approve.
Delayed Delivery Contracts are to be with institutional investors of the types
set forth in the Prospectus. On the Closing Date, the Company will pay the
Representatives as compensation, for the accounts of the Underwriters, the fee
set forth in Schedule II in respect of the principal amount of Offered Debt
Securities covered by Delayed Delivery Contracts (the "Contract Offered Debt
Securities"). The Underwriters will not have any responsibility in respect of
the validity or the performance of Delayed Delivery Contracts. If the Company
executes and delivers Delayed Delivery Contracts, the Contract Offered Debt
Securities shall be deducted from the total Offered Debt Securities to which
such Schedule II pertains and the balance shall be Underwriters' Offered Debt
Securities; and the aggregate principal amount of Offered Debt Securities to be
purchased by each Underwriter shall be reduced commensurately so that the
principal amount of Offered Debt Securities (rounded to the nearest $1,000
principal amount) set forth opposite each Underwriter's name in such Schedule II
is in the same proportion to the total Underwriters' Offered Debt Securities as
the unreduced amounts of each such Underwriter bear to the total Offered Debt
Securities including Contract Offered Debt Securities. Such reductions shall be
revised to the extent the Representatives determine such reductions should be
otherwise and so advise the Company.
4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Debt Securities for sale to the public
as set forth in the Prospectus. The Underwriters represent and covenant that any
offer or sale of the Offered Debt Securities through an electronic medium has
been and will be made in compliance with the Securities Act.
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<PAGE> 5
5. Covenants of the Company. The Company covenants and agrees with
the several Underwriters that:
(a) The Company will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and prior to the completion of the distribution of the Offered
Debt Securities provide the Representatives with a reasonable opportunity
to review such proposed amendment or supplement prior to any filing
thereof (other than any filing required to be made pursuant to the
Exchange Act); prior to the completion of the distribution of the Offered
Debt Securities, the Company will also advise the Representatives
promptly of any amendment or supplementation of the Registration
Statement or the Prospectus, and of the institution by the Commission or
any state securities regulatory authority of any stop order proceedings
or similar proceedings in respect of the Registration Statement, and will
use its best efforts to prevent the issuance of any such stop order and
to obtain as soon as possible its lifting, if issued.
(b) If at any time when a prospectus relating to any Offered
Debt Securities is required to be delivered under the Securities Act any
event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend or supplement the
Registration Statement or Prospectus to comply with the Securities Act,
the Company promptly will prepare and file with the Commission an
amendment or supplement which will correct such statement or omission or
an amendment which will effect such compliance. The expense of complying
with the requirements of this Section 5(b) shall be borne (i) during the
period of six months after the first date of the public offering of
the Offered Debt Securities by the Company, and (ii) after the expiration
of such six-month period, by those Underwriters on whose behalf the
Representatives may request copies of the Prospectus or of an amendment
or amendments of or a supplement or supplements to the Prospectus.
(c) The Company will make generally available to its security
holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, an earnings statement or statements
(which need not be audited, and may be furnished in accordance with Rule
158) covering a period of at least 12 months beginning not later than the
first day of the Company's fiscal quarter next following the date of any
sale of the Offered Debt Securities hereunder.
(d) The Company will furnish to the Representatives copies of
the Registration Statement (one of which will include all exhibits), each
related preliminary prospectus, the Prospectus, and all amendments and
supplements to such documents, in each case as soon as available and in
such quantities as the Representatives reasonably request.
(e) The Company will arrange for the qualification of the
Offered Debt Securities for sale and the determination of their
eligibility for investment under the laws of such United States
jurisdictions as the Representatives reasonably designate and will
continue such qualifications in effect so long as required for the
distribution.
(f) The Company will pay or cause to be paid the following:
(i) the fees, disbursements and expenses of the
Company's counsel and accountants in connection with the
registration of the Offered Debt Securities under the
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<PAGE> 6
Securities Act and all other expenses in connection with the
preparation, printing and filing of the Registration Statement,
any preliminary prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing
this Agreement, the Indenture, any Delayed Delivery Contracts, any
Blue Sky and Legal Investment Memoranda and any other documents in
connection with the offering, purchase, sale and delivery of the
Offered Debt Securities; (iii) all expenses in connection with the
qualification of the Offered Debt Securities for offering and sale
under state securities laws as provided in Section 5(e) hereof;
(iv) any fees charged by securities rating services for rating the
Offered Debt Securities; (v) the cost of preparing the Offered
Debt Securities; (vi) the fees and expenses of any Trustee and any
agent of any Trustee and the fees and disbursements of counsel for
any Trustee in connection with the Indenture and the Offered Debt
Securities; and (vii) all other costs and expenses incident to the
performance of its obligations hereunder and under any Delayed
Delivery Contracts which are not otherwise specifically provided
for in this Section. It is understood, however, that, except as
provided in this Section, Section 7 and Section 13 hereof, the
Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, transfer taxes on resale of
any of the Offered Debt Securities by them, and any advertising
expenses connected with any offers they may make.
(g) During the period beginning on the date hereof and
continuing to and including the Closing Date the Company will not,
without the prior consent of the Representatives, offer or sell any of
its United States dollar-denominated debt securities that are
substantially similar to the Offered Debt Securities. The restriction
imposed by this Section 5(g) shall not apply to securities offered
outside the United States.
(h) The Company will advise the Representatives not later than
the second business day prior to the Closing Date of the principal amount
of any Contract Offered Debt Securities.
(i) If the Company elects to rely upon Rule 462(b), the Company
shall file a Rule 462(b) Registration Statement with the Commission in
compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the
date of this Agreement, and the Company shall at the time of filing
either pay to the Commission the filing fee for the Rule 462(b)
Registration Statement or give irrevocable instructions for the payment
of such fee pursuant to Rule 111(b) under the Securities Act.
6. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Offered Debt Securities
will be subject to the accuracy, at and as of the Closing Date, in all material
respects, of the representations and warranties on the part of the Company
herein, to the accuracy, in all material respects, of the statements of
Company officers made pursuant to the provisions hereof, to the performance, in
all material respects, by the Company of its obligations hereunder and to the
following additional conditions:
(a) Prior to the Closing Date with respect to any Offered Debt
Securities, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or, to the knowledge of the executive
officers of the Company, shall be contemplated by the Commission.
(b) Since the respective dates as of which information is given
in the Prospectus there shall not have occurred any material change
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<PAGE> 7
in or affecting particularly the business or properties of the
Company or its material subsidiaries which, in the judgment of the
Representatives, materially impairs the investment quality of the Offered
Debt Securities.
(c) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date, there shall not have occurred any of the
following:
(i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange;
(ii) a general moratorium on commercial banking
activities in New York declared by either Federal or New York
State authorities;
(iii) any downgrading in the rating accorded the Company's
senior debt securities by any "nationally recognized statistical
rating organization", as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Securities Act;
(iv) the suspension in trading the common stock of the
Company on the New York Stock Exchange, if the effect of such
event in the reasonable judgment of the Representatives makes it
impracticable or inadvisable to market the Offered Debt Securities
on the terms and in the manner contemplated in the Prospectus as
amended or supplemented; or
(v) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event in the
judgment of the Representatives makes it impracticable or
inadvisable to market the Offered Debt Securities on the terms and
in the manner contemplated in the Prospectus as amended or
supplemented.
(d) The Representatives shall have received an opinion or
opinions of Sullivan & Cromwell, counsel for the Company, dated the
Closing Date, to the effect that:
(i) The Company has been duly incorporated and is an
existing corporation in good standing under the laws of the State
of Delaware;
(ii) The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally
binding instrument enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; and the Indenture has been duly
qualified under the Trust Indenture Act;
(iii) Each part of the Registration Statement, when such
part became effective, and the Prospectus as supplemented by the
prospectus supplement describing the Offered Debt Securities, on
the date of such supplement, appeared on their face to be
appropriately responsive in all material respects relevant to the
Offered Debt Securities to the requirements of the Securities Act
(except that no opinion need be expressed as to financial
statements and financial and statistical data);
(iv) Nothing has come to the attention of such counsel in
their review (as described in such opinion) that has caused them
to believe that, insofar as relevant to the
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<PAGE> 8
Offered Debt Securities, any part of the Registration Statement,
when such part became effective, contained any untrue statement of
a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus as supplemented by the
prospectus supplement describing the Offered Debt Securities, as
of the date of such supplement contained, or on the Closing Date
contains, any untrue statement of a material fact or on the date
of such supplement omitted, or on the Closing Date omits, to state
any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading (except that (A) no opinion need be expressed as to
financial statements and financial and statistical data or as to
the statement of the eligibility of the Trustee and (B) such
counsel may state that they assume no responsibility for the
accuracy or fairness of the statements contained in the
Registration Statement and the Prospectus as amended or
supplemented except for those made under the captions relating to
the description of Offered Debt Securities in the Prospectus as
amended or supplemented, insofar as they relate to provisions of
documents therein described);
(v) The Offered Debt Securities have been duly
authorized, executed, authenticated, issued and delivered and
constitute valid and legally binding obligations of the Company
enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and any
Contract Offered Debt Securities, when executed, authenticated,
issued and delivered in the manner provided in the Indenture and
sold pursuant to the Delayed Delivery Contracts, will constitute
valid and legally binding obligations of the Company enforceable
in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors'
rights and to general equity principles; and
(vi) This Agreement has been duly authorized, executed
and delivered by the Company.
(e) The Representatives shall have received an opinion of
Kathleen E. Shannon, Vice President, Secretary and Associate General
Counsel of the Company, dated the Closing Date, to the effect that:
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<PAGE> 9
(i) To the best knowledge and information of such
counsel, there are no contracts or other documents required to be
summarized or disclosed or filed as exhibits to the Registration
Statement other than those filed as exhibits thereto, and there
are no legal or governmental proceedings pending or threatened of
a character required to be disclosed in the Registration Statement
and the Prospectus which are not disclosed and properly described
therein;
(ii) The Company has an authorized capitalization as set
forth in the Prospectus as amended or supplemented;
(iii) The issue and sale of the Offered Debt Securities,
and the compliance by the Company with all of the provisions of
the Offered Debt Securities, the Indenture, any Delayed Delivery
Contracts and this Agreement, will not result in a breach of any
of the terms or provisions of, or constitute a default under, any
material indenture, mortgage, deed of trust, loan agreement, or
other agreement or instrument known to such counsel, to which the
Company is a party or by which the Company may be bound or to
which any of the property or assets of the Company is subject, nor
will such action result in any violation of the provisions of the
Restated Certificate of Incorporation, as amended, or the By-Laws
of the Company except for such breaches, defaults and violations
that would not have a Material Adverse Effect or affect the
validity of the Offered Debt Securities; and no consent,
approval, authorization, order, registration or qualification of
or with any court or any regulatory authority or other
governmental body is required for the issue and sale of the
Offered Debt Securities except the registration under the
Securities Act of the Offered Debt Securities, the qualification
of the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications the
failure to obtain or make would not have a Material Adverse Effect
or affect the validity of the Offered Debt Securities and as may
be required under state securities or Blue Sky or insurance
securities laws in connection with the public offering of the
Offered Debt Securities by the Underwriters; and
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<PAGE> 10
(iv) Nothing which came to the attention of such counsel
has caused her to believe that insofar as relevant to the Offered
Debt Securities, any part of the Registration Statement, when such
part became effective, contained any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary in order to make the statements
therein not misleading, or that the Prospectus, as supplemented by
the prospectus supplement describing the Offered Debt Securities,
on the date of such supplement contained, or on the Closing Date
contains, or any document incorporated by reference in the
Prospectus on the date of its filing with the Commission,
contained, any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading (except that (A) no opinion need be expressed as to
financial statements and financial and statistical data or as to
the statement of the eligibility of the Trustee and (B) such
counsel may state that she assumes no responsibility for the
accuracy or fairness of the statements contained in the
Registration Statement or the Prospectus as amended or
supplemented or any document incorporated by reference in the
Prospectus except for those made under the captions relating to
the description of Offered Debt Securities in the Prospectus as
amended or supplemented, insofar as they relate to provisions of
documents therein described).
(f) The Representatives shall have received from , counsel
for the Underwriters, such opinion, dated the Closing Date, with respect
to the incorporation of the Company, the validity of the Offered Debt
Securities, the Registration Statement, the Prospectus, and other related
matters as the Representatives may require, and the Company shall have
furnished to such counsel such documents as they reasonably request for
the purpose of enabling them to pass upon such matters.
(g) The Representatives shall have received a certificate of
the Chairman of the Board, the President, any Vice Chairman, or any
Executive or Senior Vice President and a principal financial or
accounting officer of the Company, dated the Closing Date, in which such
officers, to the best of their knowledge after reasonable investigation,
shall state that the representations and warranties of the Company in
this Agreement are true and correct, in all material respects that the
Company has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied, in all material respects, at or
prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or threatened by the
Commission, and that, since the respective dates as of which information
is given in the Prospectus there has not been any Material Adverse Change
in or affecting the financial position, shareholders' equity or results
of operations of the Company and its subsidiaries considered in the
aggregate, otherwise than as set forth or contemplated in the Prospectus
as amended or supplemented.
(h) The Representatives shall have received a letter of
PricewaterhouseCoopers LLP dated the Closing Date, to the effect set
forth in Schedule IV hereto.
The Company will furnish the Representatives with such confirmed copies of such
opinions, certificates, letters and documents as the Representatives reasonably
request.
7. Indemnification. (a) The Company will indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such controlling
person may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of
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<PAGE> 11
any material fact contained in the Registration Statement, the Prospectus, or
any amendment or supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse each Underwriter and each
such controlling person for any legal or other expenses reasonably incurred by
such Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter specifically for use
therein; and provided, further, that with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus, the indemnity agreement contained in this Section 7(a) shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Debt Securities
concerned (or to the benefit of any person controlling such Underwriter), to the
extent that any such loss, claim, damage or liability of such Underwriter or
controlling person results from the fact that a copy of the Prospectus was not
sent or given to such person at or prior to the written confirmation of the sale
of such Offered Debt Securities to such person. This indemnity agreement will be
in addition to any liability which the Company may otherwise have.
(b) Each Underwriter will indemnify and hold harmless the Company,
each of its directors, each of its officers who have signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of the Securities Act, against any losses, claims, damages or liabilities to
which the Company or any such director, officer or controlling person may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter specifically for use therein; and will reimburse
any legal or other expenses reasonably incurred by the Company or any such
director, officer or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Underwriter may
otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party of the commencement thereof; but the
failure to so notify the indemnifying party will not relieve such indemnifying
party from any liability which it may have to any indemnified party otherwise
than under this Section. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to
-11-
<PAGE> 12
the amount paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of
the Offered Debt Securities to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the sale of Offered Debt Securities (before
deducting expenses) received by the Company bear to the total commissions or
discounts received by the Underwriters in respect thereof. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading relates to information supplied by
the Company on the one hand or by the Underwriters on the other and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this subsection
(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), any Underwriter shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Offered Debt Securities purchased by or through such
Underwriter were sold exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
8. Defaults of Underwriters. If any Underwriter or Underwriters
default in their obligations to purchase Offered Debt Securities hereunder and
the aggregate principal amount of Offered Debt Securities which such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed
one-tenth of the total principal mount of the Offered Debt Securities, the
Representatives may make arrangements satisfactory to the Company for the
purchase of such Offered Debt Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by the Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Debt Securities which
such defaulting Underwriters agreed but failed to purchase. If any Underwriter
or Underwriters so default and the aggregate principal amount of Offered Debt
Securities with respect to which such default or defaults occur is more than the
above principal amount and arrangements satisfactory to the Representatives and
the Company for the purchase of such Offered Debt Securities by other persons
are not made within thirty-six hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or the
Company, except as provided in Section 9 hereof. As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.
The respective commitments of the several Underwriters for the purposes
of this Section 8 shall be determined without regard to reduction in the
respective Underwriters' obligations to purchase the principal
-12-
<PAGE> 13
amounts of Offered Debt Securities set forth opposite their names in Schedule II
as a result of Delayed Delivery Contracts entered into by the Company.
9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties, and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter or the Company or any of its officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Debt Securities.
10. Notices. All communications hereunder will be in writing, and, if
sent to the Underwriters will be mailed or delivered and confirmed to the
Representatives, at the address set forth in the Schedule I or, if sent to the
Company, will be mailed or delivered and confirmed to it at 70 Pine Street, New
York, New York 10270, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 7 will be mailed or delivered to such
Underwriter at its address furnished to the Company by such Underwriter.
11. Successors. This Underwriting Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons referred to in Section 7
hereof, and no other person will have any right or obligation hereunder. No
purchaser of the Offered Debt Securities from any Underwriter shall be deemed a
successor or assign merely by reason of such purchase.
12. Representation. In all dealings hereunder, the Representatives
shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on
behalf of any Underwriter made or given by the Representatives.
13. Termination. If for any reason, other than the occurrence of an
event described in Section 6(c), Underwriters' Offered Debt Securities are not
delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) approved in
writing by the Representatives reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Offered Debt
Securities, but the Company shall then be under no further liability to any
Underwriter with respect to such Offered Debt Securities except as provided in
Section 5(f) and Section 7 hereof.
14. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York.
15. Counterparts. This Agreement may be executed by any one or more of
the parties hereto and thereto in any number of counterparts, each of which
shall be deemed to be an original, but all such respective counterparts shall
together constitute one and the same instrument.
-13-
<PAGE> 14
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us four counterparts hereof, whereupon it will become
a binding agreement between the Company and the several Underwriters in
accordance with its terms.
Very truly yours,
AMERICAN INTERNATIONAL GROUP, INC.
By
---------------------------------
Title
------------------------------
The foregoing Underwriting Agreement
is hereby confirmed and accepted as
of the date first above written.
[NAME[S]]
By
----------------------------
Title
--------------------------
-14-
<PAGE> 15
SCHEDULE I
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] Notes]
AGGREGATE PRINCIPAL AMOUNT:
[$]
REGISTRATION STATEMENT NO.:
PRICE TO PUBLIC:
% of the principal amount of the Offered Debt Securities, plus
accrued interest from to [and accrued amortization, if any,
from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Offered Debt Securities, plus
accrued interest from to [and accrued amortization, if any,
from to ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House funds
INDENTURE:
Indenture dated July 15, 1989 between the Company and The Bank of
New York, as Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Offered Debt Securities may be redeemed, otherwise than through
the sinking fund, in whole or in part at the option of the Company,
in the amount of [$] or an integral multiple thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount).If [redeemed on or
before , %, and [redeemed during the 12-month period
beginning
Redemption
Year Price
---- ----------
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling in or after ,
at the election of the Company, at a redemption price equal to the
principal amount thereof, plus accrued interest to the date of
redemption.]
<PAGE> 16
[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax
law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Offered Debt Securities are entitled to the benefit of a
sinking fund to retire [$] principal amount of Offered Debt
Securities on in each of the years through
at 100% of their principal amount plus accrued
interest] [, together with [cumulative][noncumulative] redemptions
at the option of the Company to retire an additional [$] principal
amount of Offered Debt Securities in the years through
at 100% of their principal amount plus accrued
interest].
[If Securities are extendable debt Securities, insert -
EXTENDABLE PROVISIONS:
The Offered Debt Securities are repayable on , [insert
date and years], at the option of the holder, at their principal
amount with accrued interest. Initial annual interest
rate will be %, and thereafter annual interest rate will be
adjusted on , and to a rate not less than % of
the effective annual interest rate on U.S. Treasury obligations
with -year maturities as of the [insert date 15 days prior to
maturity date] prior to such [insert maturity date].
[If Securities are Floating Rate Debt Securities, insert -
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through [and
thereafter will be adjusted [monthly][on each , , and
][to an annual rate of % above the average rate for -year
[month][securities][certificates of deposit] issued by and
[insert names of banks],] [and the annual interest rate
[thereafter][from through ] will be the interest yield
equivalent of the weekly average per annum market discount rate for
-month Treasury bills plus % of Interest Differential (the
excess, if any, of (i) then current weekly average per annum
secondary market yield for -month certificates of deposit over
(ii) then current interest yield equivalent of the weekly average
per annum market discount rate for -month Treasury bills); [from
and thereafter the rate will be the then current interest yield
equivalent plus % of Interest Differential].]
TIME OF DELIVERY:
-2-
<PAGE> 17
CLOSING LOCATION:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]
-3-
<PAGE> 18
SCHEDULE II
<TABLE>
<CAPTION>
Principal
Amount of
Offered Debt
Securities
to be
Underwriter Purchased
----------- ------------
<S> <C>
[Name(s) of Representative(s)]..................................
[Name(s) of Underwriter(s)].....................................
--------------
Total........................................................ $
--------------
</TABLE>
<PAGE> 19
SCHEDULE III
(Three copies of this Delayed Delivery Contract should
be signed and returned to the address shown below
so as to arrive not later than 9:00 A.M.,
New York Time, on................, 200_ .
DELAYED DELIVERY CONTRACT
-------------------------
, 200_
AMERICAN INTERNATIONAL GROUP, INC.
C/O [NAME AND ADDRESS OF REPRESENTATIVES]
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from American
International Group, Inc. (hereinafter called the "Company"), and the Company
agrees to sell to the undersigned, [if one delayed closing, insert-as of the
date hereof, for delivery on , 200_ (the "Delivery Date")]
$----------------------
principal amount of the Company's [state title of Offered Debt Securities]
(hereinafter called "Debt Securities"), offered by the Company's Prospectus
(which term includes the prospectus supplement dated as of ) relating thereto,
receipt of a copy of which is hereby acknowledged, at % of the principal
amount of the Debt Securities so purchased plus accrued interest, if any, from
_____, 200_, and on the further terms and conditions set forth in this Delayed
Delivery Contract ("Contract").
[If two or more delayed Closings, insert the following:
The undersigned will purchase from the Company as of the date hereof, for
delivery on the dates set forth below, Debt Securities in the principal amounts
set forth below
Principal
Delivery Date Amount
------------- ----------
--------------------------------
--------------------------------
Each of such delivery dates is hereinafter referred to as a Delivery
Date.]
Payment for Debt Securities which the undersigned has agreed to purchase
for delivery on [the] [each] Delivery Date shall be made to the Company by wire
transfer of immediately available funds on [the] [such] Delivery Date upon
delivery to the undersigned of the Debt Securities to be purchased by the
undersigned - for delivery on such Delivery Date - in definitive form and in
such denominations and registered in such names as the undersigned may designate
by written communication addressed to the Company not less than three full
business days prior to [the] [such] Delivery Date.
<PAGE> 20
It is expressly agreed that the provisions for delayed delivery and payment are
for the sole convenience of the undersigned; that the purchase hereunder of Debt
Securities is to be regarded in all respects as a purchase as of the date of
this Contract; that the obligation of the Company to make delivery of and accept
payment for, and the obligation of the undersigned to take delivery of and make
payment for, Debt Securities on [the] [each] Delivery Date shall be subject only
to the conditions that (A) investment in the Debt Securities shall not at [the]
[such] Delivery Date be prohibited under the laws of any jurisdiction in the
United States to which the undersigned is subject and which governs such
investment and (B) the Company shall have sold to the Underwriters the total
principal amount of the Debt Securities less the principal amount thereof
covered by this and other similar Contracts. The undersigned represents that its
investment in the Debt Securities is not, as of the date hereof, prohibited
under the laws of any jurisdiction to which the undersigned is subject and which
governs such investment.
Promptly after completion of the sale to the Underwriters the Company will mail
or deliver to the undersigned at its address set forth below notice to such
effect.
This Contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other. This Contract shall be
governed by and construed in accordance with the laws of the State of New York.
The obligation of the undersigned to take delivery of and make payment for Debt
Securities shall not be affected by the failure of any purchaser to take
delivery of and make payment for Debt Securities pursuant to
other contracts similar to this Contract.
-2-
<PAGE> 21
It is understood that the acceptance of any such Contract is in the Company's
sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this Contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered.
Yours very truly,
-------------------------------
(Name of Purchaser)
By
----------------------------
-------------------------------
(Title of Signatory)
-------------------------------
-------------------------------
(Address of Purchaser)
Accepted, as of the above date.
American International Group, Inc.
By
--------------------------------
- -----------------------------------
(Title of Signatory)
-3-
<PAGE> 22
SCHEDULE IV
Pursuant to Section 6(h) of the Underwriting Agreement, the accountants
shall provide a comfort letter to the effect that:
(i) They are independent public accountants with respect to the
Company and its subsidiaries within the meaning of the Securities Act and
the applicable rules and regulations thereunder adopted by the
Commission;
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
financial forecasts and/or pro forma financial information) audited by
them and included or incorporated by reference in the Registration
Statement and Prospectus comply as to form in all material respects with
the applicable accounting requirements of the Securities Act or the
Exchange Act, as applicable, and the related rules and regulations
thereunder; and, if applicable, they have made a review in accordance
with standards established by the American Institute of Certified Public
Accountants of the consolidated interim financial statements, selected
financial data, pro forma financial information, financial forecasts
and/or condensed financial statements derived from audited financial
statements of the Company for the periods specified in such letter, as
indicated in their reports thereon, copies of which have been separately
furnished to the representative or representatives of the Underwriters
(the "Representatives"), such term to include an Underwriter or
Underwriters who act without any firm being designated as its or their
representatives;
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the unaudited condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows included in the
Prospectus and/or included in the Company's Quarterly Report on Form 10-Q
incorporated by reference into the Prospectus as indicated in their
reports thereon copies of which have been separately furnished to the
Representatives; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited
condensed consolidated financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and the Exchange
Act and the related rules and regulations, nothing came to their
attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all
material respects with the applicable accounting requirements of the
Securities Act and the Exchange Act and the related rules and regulations
adopted by the Commission;
(iv) The unaudited selected financial information with respect
to the consolidated results of operations and financial position of the
Company for the five most recent fiscal years included in the Prospectus
and included or incorporated by reference in Item 6 of the Company's
Annual Report on Form 10-K for the most recent fiscal year agrees with
the corresponding amounts (after restatement where applicable) in the
audited consolidated financial statements for such five fiscal years
included or incorporated by reference in the Company's Annual Reports on
Form 10-K for such fiscal years;
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and
on the basis of limited procedures specified in such letter nothing came
to their attention as a result of the foregoing procedures that caused
them to believe that this information does not conform in all material
respects with the disclosure requirements of Items 301, 302, and 503(d),
respectively, of Regulation S-K;
<PAGE> 23
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and its subsidiaries, inspection of
the minute books of the Company and its subsidiaries since the date of
the latest audited financial statements included or incorporated by
reference in the Prospectus, inquiries of officials of the Company and
its subsidiaries responsible for financial and accounting matters and
such other inquiries and procedures as may be specified in such letter,
nothing came to their attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements
of income, consolidated balance sheets and consolidated statements
of cash flows included and/or incorporated by reference in the
Prospectus and included in the Company's Quarterly Reports on Form
10-Q incorporated by reference in the Prospectus do not comply as
to form in all material respects with the applicable accounting
requirements of the Exchange Act and the rules and regulations
adopted by the Commission, or (ii) any material modifications
should be made to the unaudited condensed consolidated statements
of income, consolidated balance sheets and consolidated statements
of cash flows included in the Prospectus or included in the
Company's Quarterly Reports on Form 10-Q incorporated by reference
in the Prospectus for them to be in conformity with generally
accepted accounting principles;
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree with
the corresponding items in the unaudited consolidated financial
statements from which such data and items were derived, and any
such unaudited data and items were not determined on a basis
substantially consistent with the basis for the corresponding
amounts in the audited consolidated financial statements included
or incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in clause (A)
and any unaudited income statement data and balance sheet items
included in the Prospectus and referred to in clause (B) were not
determined on a basis substantially consistent with the basis for
the audited financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in the
Prospectus do not comply as to form in all material respects with
the applicable accounting requirements of the Securities Act and
the rules and regulations adopted by the Commission thereunder or
the pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;
(E) as of a specified date not more than five days prior
to the date of such letter, there have been any changes in the
consolidated capital stock (other than issuances of capital stock
upon exercise of options, upon earn-outs of performance shares and
upon conversions of convertible securities, in each case which
were outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus) or any increase in
the consolidated long-term debt of the Company and its
subsidiaries, or as of the end of the latest period for which
financial statements are available, any decreases in consolidated
net assets, in each case as compared with amounts shown in
-2-
<PAGE> 24
the latest balance sheet included or incorporated by reference in
the Prospectus, except in each case for changes, increases or
decreases which the Prospectus as amended and supplemented
discloses have occurred or may occur or which are described in
such letter; and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus
to the end of the last period for which financial statements are
available there were any decreases in net revenues or the total or
per share amount of income before extraordinary items or net
income in each case as compared with the comparable period of the
preceding year, except in each case for increases or decreases
which the Prospectus as amended and supplemented discloses have
occurred or may occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (vi) above, they have carried out
certain specified procedures, not constituting an audit in accordance
with generally accepted auditing standards, with respect to certain
amounts, percentages and financial information specified by the
Representatives which are derived from the general accounting records of
the Company and its subsidiaries, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of, or in
exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the
Prospectus specified by the Representatives, and have compared certain of
such amounts, percentages and financial information with the accounting
records of the Company and its subsidiaries and have found them to be in
agreement.
All references in this Schedule IV to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement in relation to the applicable
Offered Debt Securities for purposes of the letter delivered on the Closing Date
for such Offered Debt Securities.
-3-
<PAGE> 1
Exhibit 5.1
Opinion of Sullivan & Cromwell
February 24, 2000
American International Group, Inc.,
70 Pine Street,
New York, New York 10270.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of $658,177,000 aggregate amount of debt securities (the "Securities") of
American International Group, Inc., a Delaware corporation (the "Company"), we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement has become effective under the Act, the terms of
the Securities and of their issuance and sale have been duly established in
conformity with the Indenture relating to the Securities so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, and the Securities have been duly executed and authenticated in
accordance with the Indenture and issued and sold as contemplated in the
Registration Statement, the Securities will constitute valid and legally binding
obligations of the Company, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which we have
not independently verified.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of the Debt Securities" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1999, related to the
consolidated financial statements and financial statements schedules which
appears in American International Group, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1998 and its Current Report on Form 8-K dated June
3, 1999, as amended. We also consent to the reference to us under the heading
"EXPERTS" in the prospectus included in such Registration Statement.
PricewaterhouseCoopers LLP
New York, New York
February 24, 2000
<PAGE> 1
Exhibit 25.1
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of obligor 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 of principal executive offices) (Zip code)
---------------------------
Debt Securities
(Title of the indenture securities)
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<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
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Name Address
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
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(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
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<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 15th day of February, 2000.
THE BANK OF NEW YORK
By: /s/MARY LAGUMINA
--------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
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<PAGE> 4
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
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<CAPTION>
ASSETS Dollar Amounts
In Thousands
Cash and balances due from depository institutions:
<S> <C>
Noninterest-bearing balances and currency and coin ................. $ 6,394,412
Interest-bearing balances .......................................... 3,966,749
Securities:
Held-to-maturity securities ........................................ 805,227
Available-for-sale securities ...................................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell ............................................... 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income ........................................................... 37,900,739
LESS: Allowance for loan and
lease losses ..................................................... 572,761
LESS: Allocated transfer risk
reserve .......................................................... 11,754
Loans and leases, net of unearned income,
allowance, and reserve ........................................... 37,316,224
Trading Assets ........................................................ 1,646,634
Premises and fixed assets (including capitalized
leases) ............................................................ 678,439
Other real estate owned ............................................... 11,571
Investments in unconsolidated subsidiaries and
associated companies ............................................... 183,038
Customers' liability to this bank on acceptances
outstanding ........................................................ 349,282
Intangible assets ..................................................... 790,558
Other assets .......................................................... 2,498,658
------------
Total assets .......................................................... $ 60,242,491
============
</TABLE>
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<TABLE>
<CAPTION>
LIABILITIES
Deposits:
<S> <C>
In domestic offices ................................................ $ 26,030,231
Noninterest-bearing ................................................ 11,348,986
Interest-bearing ................................................... 14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ........................................... 18,530,950
Noninterest-bearing ................................................ 156,624
Interest-bearing ................................................... 18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase ........................................... 2,094,678
Demand notes issued to the U.S. Treasury ............................... 232,459
Trading liabilities ................................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less ........................ 863,201
With remaining maturity of more than one year
through three years .............................................. 449
With remaining maturity of more than three years ................... 31,080
Bank's liability on acceptances executed and
outstanding ........................................................ 351,286
Subordinated notes and debentures ..................................... 1,308,000
Other liabilities ..................................................... 3,055,031
------------
Total liabilities ..................................................... 54,578,827
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EQUITY CAPITAL
Common stock .......................................................... 1,135,284
Surplus ............................................................... 815,314
Undivided profits and capital reserves ................................ 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities ...................................... (15,440)
Cumulative foreign currency translation adjustments.................... (30,658)
------------
Total equity capital .................................................. 5,663,664
------------
Total liabilities and equity capital .................................. $ 60,242,491
============
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
<PAGE> 6
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi Directors
Alan R. Griffith
Gerald L. Hassell
