Edgar Filing: AMERICAN INTERNATIONAL GROUP INC

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As filed with the Securities and Exchange Commission on August 29, 2001

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware 13-2592361
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

70 Pine Street, New York, New York 10270
(Address, including zip code, of principal executive offices)

American General Corporation 1984 Stock and Incentive Plan
(as amended and restated in 1994)*
American General Corporation 1997 Stock and Incentive Plan*
American General Corporation 1999 Stock and Incentive Plan*
Western National Corporation 1993 Stock and Incentive Plan*
USLIFE Corporation 1991 Stock Option Plan*
American General Employees' Thrift and Incentive Plan
American General Agents' and Managers' Thrift Plan
CommoLoCo Thrift Plan
American General Corporation Deferred Compensation Plan
(Full title of the plans)

Kathleen E. Shannon
Vice President and Secretary
70 Pine Street
New York, New York 10270
(212) 770-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee

Common Stock, $2.50 par value (1) 28,971,381 shares (2)(3) (3) $1,826,408,625 (3) $228,778(4)

1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the American General
Employees' Thrift and Incentive Plan, the American General Agents' and
Managers' Thrift Plan and the CommoLoCo Thrift Plan (each, as amended,
the "Thrift Plans"). Pursuant to Rule 457(h)(2) no separate fee is
payable with respect to the registration of these interests.

2. This registration statement also relates to an indeterminate number of
additional shares of Common Stock that may be issued pursuant to
anti-dilution and adjustment provisions of the above-referenced plans.
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3. Estimated solely for purposes of calculating the registration fee. With
respect to the above-referenced plans marked with an asterisk (the
"Stock Option Plans"), such estimate has been computed in accordance
with Rule 457(h)(1) and is calculated based on the exercise price of
the options issued under such plans to which the Common Stock is
subject (no further stock options or incentive awards are expected to
be issued under the Stock Option Plans). With respect to the Thrift
Plans and the American General Corporation Deferred Compensation Plan,
such estimate has been computed in accordance with Rule 457(c) and
(h)(1) and is calculated based upon the average of the high and low
sales prices of the Common Stock of American International Group, Inc.
on August 28, 2001, $76.98 per share, as reported on the New York
Stock Exchange Composite Tape.

4. This registration statement covers 12,328,144 shares of the
Registrant's Common Stock, par value $2.50 per share, which were
originally registered on Form S-4 (Registration Statement
No.333-62688). Pursuant to Rule 457(p) the filing fee for this
registration Statemen on Form S-8 has been offset against, the filing
fee of $227,824 previously paid by the registrant with respect to such
shares of Common Stock.

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers shares of common
stock, par value $2.50 per share (the "Common Stock"), of American International
Group, Inc. ("AIG" or the "Company"), which may be issued in connection with the
plans set forth on the facing page of this Registration Statement (the "Plans").
In addition, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the American General Employees'
Thrift and Incentive Plan, the American General Agents' and Managers' Thrift
Plan and the CommoLoCo Thrift Plan (each, as amended, the "Thrift Plans").

The Agreement and Plan of Merger, dated as of May 11, 2001, among AIG,
Washington Acquisition Corporation and American General Corporation ("AGC"),
provides that each option and each award will be converted into an option or
right to acquire, on the same terms and conditions as were applicable under the
relevant Plan, shares of Common Stock. The number of shares of Common Stock
subject to such converted option or award is determined by multiplying the
number of shares of AGC common stock that were subject to the option or award
immediately prior to the effective time of the merger on August 29, 2001 by
0.5790.
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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the prospectus is
omitted from this registration statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").
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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents have been filed by AIG with the Securities and
Exchange Commission (the "Commission") (File No. 1-8787) and are incorporated
herein by reference:

(1) AIG's Annual Report on Form 10-K for the year ended December 31,
2000;

(2) AIG's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2001;

(3) AIG's Current Reports on Form 8-K, dated May 11, 2001 and
August 29, 2001; and

(4) The description of Common Stock contained in the Registration
Statement on Form 8-A, dated September 20, 1984, filed pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

The Annual Reports on Form 11-K for the fiscal year ended December 31,
2000 of the American General Employees' Thrift and Incentive Plan and the
American General Agents' and Managers' Thrift Plan have been filed by AGC with
the Commission (File No. 1-7981) and are incorporated herein by reference.

All documents filed by AIG and the Plans after the date hereof pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold, or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

The Common Stock is registered under Section 12(b) of the Exchange Act.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

The consolidated financial statements of AIG and its subsidiaries and the
related financial statement schedules of AIG included in its Annual Report on
Form 10-K for the year ended December 31, 2000, incorporated herein by
reference, are so incorporated in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

The financial statements and schedules of the American General Employees'
Thrift and Incentive Plan, and the American General Agents' and Managers'
Thrift Plan, each included in the Plan's Annual Report (Form 11-K) for the year
ended December 31, 2000, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference. Such financial statements and schedules are
incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.

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The validity of the shares of Common Stock to be offered and sold pursuant
to the Plans and the interests to be offered and sold pursuant to the Thrift
Plans will be passed upon by Kathleen E. Shannon, Esq., Vice President
and Associate General Counsel of AIG. Ms. Shannon is employed by AIG,
participates in various AIG employee benefit plans under which she may receive
shares of Common Stock and currently beneficially owns less than 1% of the
outstanding shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Restated Certificate of Incorporation, as amended, of AIG (the
"Certificate") provides that AIG shall indemnify to the fullest 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,
including services by a director, officer or employee with respect to an
employee benefit plan. 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, employee or agent
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 the person is or was a director, officer,
employee or agent of AIG. Section 145 also provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which
those seeking indemnification may otherwise be entitled.

In addition, AIG and its subsidiaries maintain a directors' and officers'
liability insurance policy.

The Thrift Plans, included as exhibits to this registration statement and
each incorporated by reference hereto, in Section 13.7 of each, provide that the
Company "shall indemnify all those to whom it has delegated fiduciary duties
against any and all claims, loss, damages, expense, and liability arising from
their responsibilities in connection with the [p]lan, unless the same is
determined to be due to gross negligence or willful misconduct."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The exhibits are listed in the exhibit index.

ITEM 9. UNDERTAKINGS

AIG hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration

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Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by AIG pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

AIG hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of AIG's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Each of the Thrift Plans hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of a Thrift
Plan's annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of AIG or
the Thrift Plans pursuant to the foregoing provisions, or otherwise, AIG and the
Thrift Plans have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by AIG or any of the Thrift
Plans of expenses incurred or paid by a director, officer or controlling person
of AIG or any of the Thrift Plans in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, AIG or any of the Thrift Plans
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 29th day of
August, 2001.

AMERICAN INTERNATIONAL GROUP, INC.

By: /s/ Howard I. Smith
----------------------------------------
Name: Howard I. Smith
Title: Executive Vice President and
Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears
below constitutes and appoints M. R. Greenberg, Edward E. Matthews and Howard I.
Smith, and each of them, as true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection herewith, with the Commission, granting unto said attorneys-in-law
and agents, and each of them, full power and authority to do and perform each
and every act and thing required and necessary to be done in and about the
foregoing as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.

Signature Title Date

/s/ M.R. Greenberg Chairman, Chief Executive August 29, 2001
---------------------------- Officer and Director (Principal
(M. R. Greenberg) Executive Officer)

Executive Vice President,
/s/ Howard I. Smith Chief Financial Officer and August 29, 2001
---------------------------- Director (Principal Financial
(Howard I. Smith) Officer)

/s/ Michael J. Castelli Vice President and August 29, 2001
---------------------------- Comptroller (Principal
(Michael J. Castelli) Accounting Officer)

---------------------------- Director
(M. Bernard Aidinoff)

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Signature Title Date

---------------------------- Director
(Eli Broad)

/s/ Pei-yuan Chia Director August 29, 2001
----------------------------
(Pei-yuan Chia)

/s/ Marshall A. Cohen Director August 29, 2001
----------------------------
(Marshall A. Cohen)

/s/ Barber B. Conable, Jr. Director August 29, 2001
----------------------------
(Barber B. Conable, Jr.)

/s/ Martin S. Feldstein Director August 29, 2001
----------------------------
(Martin S. Feldstein)

/s/ Ellen V. Futter Director August 29, 2001
----------------------------
(Ellen V. Futter)

/s/ Carla A. Hills Director August 29, 2001
----------------------------
(Carla A. Hills)

/s/ Frank J. Hoenemeyer Director August 29, 2001
----------------------------
(Frank J. Hoenemeyer)

---------------------------- Director
(Richard C. Holbrooke)

/s/ Edward E. Matthews Director August 29, 2001
----------------------------
(Edward E. Matthews)

/s/ Thomas R. Tizzio Director August 29, 2001
----------------------------
(Thomas R. Tizzio)

---------------------------- Director
(Edmund S. W. Tse)

/s/ Jay S. Wintrob Director August 29, 2001
----------------------------
(Jay S. Wintrob)

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Signature Title Date

/s/ Frank G. Wisner Director August 29, 2001
----------------------------
(Frank G. Wisner)

/s/ Frank G. Zarb Director August 29, 2001
----------------------------
(Frank G. Zarb)

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The Thrift Plans. Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer each employee benefit plan indicated
below) have duly caused this Registration Statement to be signed on their behalf
by the undersigned, thereunto duly authorized in the City of New York, State of
New York, on August 29, 2001.

AMERICAN GENERAL EMPLOYEES' THRIFT
AND INCENTIVE PLAN

By: /s/ Gary D. Reddick
---------------------------------------------------
Name: Gary D. Reddick
Title: Executive Vice President-Administration
and Insurance Operations

AMERICAN GENERAL AGENTS' AND
MANAGERS' THRIFT PLAN

By: /s/ Gary D. Reddick
---------------------------------------------------
Name: Gary D. Reddick
Title: Executive Vice President-Administration
and Insurance Operations

COMMOLOCO THRIFT PLAN

By: /s/ Gary D. Reddick
---------------------------------------------------
Name: Gary D. Reddick
Title: Executive Vice President-Administration
and Insurance Operations

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION LOCATION
------ ----------- --------

4 (a) American General Employees' Thrift and Filed as exhibit hereto.
Incentive Plan, as restated July 1, 2001...........

(b) American General Agents' and Managers' Filed as exhibit hereto.
Thrift Plan, as restated July 1, 2001..............

(d) American General Corporation Deferred Incorporated herein by reference to exhibit
Compensation Plan, effective as of July 4, 10.13 to American General Corporation's
1998, as restated on December 11, 2000............. Form 10-K, as filed with the Commission on
March 28, 2001 (File No. 001-07981).

5 Opinion of Kathleen E. Shannon re validity......... Filed as exhibit hereto.

15 Letter re unaudited interim financial
information........................................ Not applicable.

23 Consents of experts and counsel
(a) PricewaterhouseCoopers LLP. ................. Filed as exhibit hereto.
(b) Ernst & Young LLP. .......................... Filed as exhibit hereto.

24 Power of Attorney.................................. Included in signature pages.

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