-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eq0qCSEHyg+sELvioVsr2RoskbCxoNMzcPCBYvCl8w5UY0I67q4fbihB8EVmsxkz SKQ2+FQ3fVsBgkWRGi1PuA== 0000950123-00-011914.txt : 20010101 0000950123-00-011914.hdr.sgml : 20010101 ACCESSION NUMBER: 0000950123-00-011914 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001229 EFFECTIVENESS DATE: 20001229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52938 FILM NUMBER: 798325 BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 S-8 1 y43330s-8.txt AMERICAN INTERNATIONAL GROUP, INC. 1 As filed with the Securities and Exchange Commission on December 29, 2000 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) HSB GROUP, INC. 1995 STOCK OPTION PLAN HSB GROUP, INC. 1985 STOCK OPTION PLAN HSB GROUP, INC. EMPLOYEES' THRIFT INCENTIVE PLAN (FULL TITLE OF THE PLANS) KATHLEEN E. SHANNON VICE PRESIDENT AND SECRETARY 70 PINE STREET NEW YORK, NEW YORK 10270 (212) 770-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ----------------------------------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE OFFERING PRICE AGGREGATE REGISTRATION TITLE OF SECURITIES REGISTERED (2) PER SHARE (3) OFFERING PRICE (3) FEE TO BE REGISTERED (1) - -------------------------------------------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE $2.50 PER SHARE 535,000 $95.5625 $51,125,938 $12,781.48 - --------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- 1. This Registration Statement registers (i) shares of common stock, par value $2.50 per share, of the Registrant issuable under the HSB Group, Inc. 1995 Stock Option Plan, the HSB Group, Inc. 1985 Stock Option Plan and the HSB Group, Inc. Employees' Thrift Incentive Plan and (ii) interests in the HSB Group, Inc. Employees' Thrift Incentive Plan. 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 HSB Group, Inc. 1995 Stock Option Plan, the HSB Group, Inc. 1985 Stock Option Plan and the HSB Group, Inc. Employees' Thrift Incentive Plan. 3. Estimated solely for the purpose of calculating the registration fee. Such estimates have been computed in accordance with rule 457(h) and are based upon the average of the high and low sales prices of the common stock of the Registrant on December 21, 2000 as reported on the New York Stock Exchange Composite Tape. Pursuant to Rule 457(h)(2), no separate fee is payable with respect to the registration of interests in the HSB Group, Inc. Employees' Thrift Incentive Plan. 2 EXPLANATORY NOTE Pursuant to General Instruction E to Form S-8, this Registration Statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the HSB Group, Inc. 1995 Stock Option Plan, the HSB Group, Inc. 1985 Stock Option Plan and the HSB Group, Inc. Employees' Thrift Incentive Plan (together, in each case as amended, the "Plans"), is effective. Therefore, this Registration Statement consists only of the following: the facing page, the required opinions and consents and the signature page. This Registration Statement hereby incorporates by reference the contents of the Registrant's Post-Effective Amendment No. 1 to Form S-4 on Form S-8 (File No. 333-45828), as filed with the Securities and Exchange Commission on November 22, 2000. After giving effect to this filing, an aggregate of 1,629,714 shares of AIG common stock have been registered for issuance pursuant to the Plans. 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS The following are filed as exhibits to this registration statement:
EXHIBIT NUMBER DESCRIPTION LOCATION ------ ----------- -------- 5 Opinion re validity of Plan interests....... Filed herewith. 23 Consents of experts and counsel (a) PricewaterhouseCoopers LLP............. Filed herewith. (b) Roberta A. O'Brien..................... Included in Exhibit 5. 24 Power of Attorney........................... Included in signature pages.
3 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on the 29th day of December, 2000. AMERICAN INTERNATIONAL GROUP, INC. By: /s/ M.R. GREENBERG ----------------------------- (M. R. Greenberg, Chairman) KNOW ALL MEN BY THESE PRESENTS: that each person whose signature appears below constitutes and appoints M. R. Greenberg, Edward E. Matthews and Howard I. Smith, and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE ---------- ------ ---- /S/ M.R. GREENBERG Chairman, Chief Executive Officer - ------------------------------- and Director (M.R. Greenberg) (Principal Executive Officer) December 29, 2000 /S/ HOWARD I. SMITH Executive Vice President, Chief - ------------------------------- Financial Officer and Director December 29, 2000 (Howard I. Smith ) (Principal Financial Officer)
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Signature Title Date ---------- -------- ------- Vice President and Comptroller /S/ MICHAEL J. CASTELLI (Principal Accounting Officer) December 29, 2000 - -------------------------------- (Michael J. Castelli) /S/ M. BERNARD AIDINOFF Director December 29, 2000 - -------------------------------- (M. Bernard Aidinoff) Director - -------------------------------- (Eli Broad) /S/ PEI-YUAN CHIA Director December 29, 2000 - -------------------------------- (Pei-yuan Chia) Director - -------------------------------- (Marshall A. Cohen) /S/ BARBER B. CONABLE, JR. Director December 29, 2000 - -------------------------------- (Barber B. Conable, Jr.) /S/ MARTIN S. FELDSTEIN Director December 29, 2000 - -------------------------------- (Martin S. Feldstein) Director - -------------------------------- (Ellen V. Futter) Director - -------------------------------- (Leslie L. Gonda)
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Signature Title Date ------------- ------ ----- /S/ CARLA A. HILLS Director December 29, 2000 - -------------------------------- (Carla A. Hills) /S/ FRANK J. HOENEMEYER Director December 29, 2000 - -------------------------------- (Frank J. Hoenemeyer) /S/ EDWARD E. MATTHEWS Director December 29, 2000 - -------------------------------- (Edward E. Matthews) /S/ THOMAS R. TIZZIO Director December 29, 2000 - -------------------------------- (Thomas R. Tizzio) Director - -------------------------------- (Edmund S.W. Tse) Director - -------------------------------- (Jay S. Wintrob) Director - -------------------------------- (Frank G. Wisner)
7 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee for the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Hartford and State of Connecticut, on the 29th day of December, 2000. The HSB Group, Inc. Employees' Thrift Incentive Plan By: /S/ JODI L. LUSSIER --------------------------- Jodi L. Lussier, Plan Administrator 8 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION LOCATION ------ ----------- -------- 5 Opinion re validity of Plan interests....... Filed herewith. 23 Consents of experts and counsel (a) PricewaterhouseCoopers LLP............. Filed herewith. (b) Roberta A. O'Brien..................... Included in Exhibit 5. 24 Power of Attorney........................... Included in signature pages.
EX-5 2 y43330ex5.txt OPINION RE VALIDITY OF PLAN INTERESTS 1 EXHIBIT 5 [Letterhead of HSB Group, Inc.] December 29, 2000 American International Group, Inc. 70 Pine Street New York, New York 10270 Ladies and Gentlemen: In reference to the Registration Statement on Form S-8 of American International Group, Inc. (hereinafter the "Company") which is being filed with the Securities and Exchange Commission in connection with the registration of participation interests (the "Participation Interests") to be offered under the HSB Group, Inc. Employees' Thrift Incentive Plan (the "Plan"), you have asked my opinion on the validity of the issuance of the Participation Interests being registered. In rendering this opinion, I, or attorneys under my supervision, have examined the Plan, and such other corporate records, certificates and other documents, and such questions of law, which I deem necessary under the circumstances. Based on the foregoing, I am of the opinion that the Participation Interests, when issued pursuant to the Plan, will be duly and validly issued, fully-paid and non-assessable. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Connecticut, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I hereby consent to the inclusion in said Registration Statement of this opinion as an exhibit thereto. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933. Sincerely yours, /S/ ROBERTA A. O'BRIEN Roberta A. O'Brien Deputy General Counsel HSB Group, Inc. EX-23.A 3 y43330ex23-a.txt CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 9, 2000 relating to the consolidated financial statements and financial statement schedules of American International Group, Inc. and its subsidiaries, which appear in American International Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. PricewaterhouseCoopers LLP New York, New York December 29, 2000 -----END PRIVACY-ENHANCED MESSAGE-----