UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 14, 2005
AMERICAN INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8787 13-2592361
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
70 Pine Street
New York, New York 10270
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 770-7000
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(Former name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On March 16, 2005, American International Group, Inc. (AIG) delivered
separate letters to each of (i) Martin J. Sullivan, President and Chief
Executive Officer of AIG, (ii) Donald P. Kanak, Executive Vice Chairman and
Chief Operating Officer of AIG, and (iii) Steven J. Bensinger, Executive Vice
President, Chief Financial Officer, Treasurer and Comptroller of AIG, which set
forth certain understandings and arrangements with respect to the employment
relationship with AIG of each individual.
Copies of the letters are attached as Exhibits 10.1, 10.2 and 10.3 to
this Form 8-K and are incorporated by reference herein.
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 14, 2005, the Board of Directors of AIG adopted amendments to
AIG's By-laws in order to provide for a non-executive Chairman of the Board of
Directors and to reflect that AIG's President shall be the chief executive
officer of AIG.
A copy of AIG's By-laws, as so amended, is attached as Exhibit 3.1 to
this Form 8-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 3.1 AIG's By-laws, as amended on March 14, 2005.
Exhibit 10.1 Letter from American International Group, Inc. to Martin J.
Sullivan, dated March 16, 2005.
Exhibit 10.2 Letter from American International Group, Inc. to Donald P.
Kanak, dated March 16, 2005.
Exhibit 10.3 Letter from American International Group, Inc. to Steven J.
Bensinger, dated March 16, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMERICAN INTERNATIONAL GROUP, INC.
(Registrant)
Date: March 17, 2005 By /s/ KATHLEEN E. SHANNON
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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3.1 AIG's By-laws, as amended on March 14, 2005.
10.1 Letter from American International Group, Inc.
to Martin J. Sullivan, dated March 16, 2005.
10.2 Letter from American International Group, Inc.
to Donald P. Kanak, dated March 16, 2005.
10.3 Letter from American International Group, Inc.
to Steven J. Bensinger, dated March 16, 2005.