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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-01-500531.txt : 20010410
<SEC-HEADER>0000950123-01-500531.hdr.sgml : 20010410
ACCESSION NUMBER:		0000950123-01-500531
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010403
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010404

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:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-08787
		FILM NUMBER:		1594951

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y47556e8-k.txt
<DESCRIPTION>AMERICAN INTERNATIONAL GROUP, INC.
<TEXT>

<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                            ------------------------

                                    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): April 3, 2001


                       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

                   ------------------------------------------
         (Former name or Former Address, if Changed Since Last Report)

<PAGE>   2
Item 9. Regulation FD Disclosure.

     On April 3, 2001, American International Group, Inc. ("AIG") issued a press
release announcing that it has offered to acquire American General Corporation.
A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
Attached as Exhibit 99.2 to this Form 8-K is a slide prepared for use by AIG
executives in connection with the conference call announced in the press
release. The furnishing of this slide is not intended to constitute a
representation that such furnishing is required by Regulation FD or that the
information that it contains includes material investor information that is not
otherwise publicly available.

     The text of the press release and the slide are being furnished and are
not filed pursuant to Regulation FD.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                       AMERICAN INTERNATIONAL GROUP, INC.
                                                 (Registrant)

Date: April 3, 2001                  By /s/ KATHLEEN E. SHANNON
                                        ------------------------------------
                                        Name: Kathleen E. Shannon
                                        Title: Vice President and Secretary
<PAGE>   3
                                 EXHIBIT INDEX


Exhibit No.                        Description
- -----------                        -----------

99.1                               Press Release of American International
                                   Group, Inc. dated April 3, 2001.


99.2                               Slide prepared for use by American
                                   International Group, Inc. executives.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y47556ex99-1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1

NEWS

                                                                [AIG LETTERHEAD]

Contact:   Charlene M. Hamrah (Investment Community)
           (212) 770-7074

           Joe Norton (News Media)
           (212) 770-3144

        AIG ANNOUNCES OFFER TO ACQUIRE AMERICAN GENERAL FOR $46 PER SHARE

                          OR APPROXIMATELY $23 BILLION

NEW YORK, April 3, 2001 - American International Group, Inc. (AIG) announced
today that it has offered to acquire American General Corporation (American
General) in a stock transaction with a value of $46 per share of American
General common stock, based on today's closing market price of AIG common stock.
AIG's offer provides that the price would remain constant so long as AIG shares
trade within a five-percent collar during an agreed-upon period prior to the
closing date. The proposed transaction would be a tax- free reorganization,
would be treated as a pooling of interests for accounting purposes and has a
total value of approximately $23 billion. AIG said that M.R. Greenberg, AIG
Chairman and CEO had contacted Robert M. Devlin, Chairman of American General,
with the offer, which has been approved by the AIG Board of Directors.

Commenting on today's announcement, Mr. Greenberg said, "We are making this
offer to Mr. Devlin and the Board of Directors of American General and hope to
commence merger discussions in the very near future. We believe that the
combination of our two companies is uniquely attractive, in terms of mix of
businesses and distribution channels, and would be highly beneficial financially
to both of our shareholder groups."

Mr. Greenberg will hold a conference call on Wednesday, April 4, 2001 at 9:00 AM
EDT to discuss AIG's offer. The telephone number in the United States is
888/391-7048. International callers should telephone 212/287-1840. The pass code
is AIG. Please call 15 minutes in advance to establish a connection. A
rebroadcast of the call can be accessed through April 11, 2001 by dialing
800/839-1197 in the United States and 402/998-1130 outside the United States.

Attached is the text of the letter from AIG to American General.

                                      # # #

AIG is the leading U.S.-based international insurance and financial services
organization and the largest underwriter of commercial and industrial insurance
in the United States. Its member companies write a wide range of commercial and
personal insurance products through a variety of distribution channels in
approximately 130 countries and jurisdictions throughout the world. AIG's global
businesses also include financial services and asset management, including
aircraft leasing, financial products, trading and market making, consumer
finance, institutional, retail and direct investment fund asset management, real
estate investment management, and retirement savings products. American
International Group, Inc.'s common stock is listed on the New York Stock
Exchange, as well as the stock exchanges in London, Paris, Switzerland and
Tokyo.

                                      more


<PAGE>   2

AIG ANNOUNCES OFFER
APRIL 3, 2001
PAGE TWO

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. Please refer to AIG's
Annual Report on Form 10-K for the year ended December 31, 2000 for a
description of the business environment in which AIG operates and the important
factors that may affect its business. AIG is not under any obligation to (and
expressly disclaims any such obligations to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.

                                      more


<PAGE>   3

                                [AIG LETTERHEAD]

                        April 3, 2001



Mr. Robert M. Devlin
Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX  77019-2155

Dear Bob:

As I explained when we spoke today, we have been observing closely the market's
reaction to the announcement of your intent to merge American General with
Prudential PLC. It appears clear that the exceptionally steep price drop
experienced by Prudential's stock reflects investors' serious concerns with the
transaction.

In light of the recent events, we are submitting an alternative for a
combination of American General with AIG. We would like to begin discussions
with you and your board to reach a satisfactory agreement.

Our offer provides demonstrably superior value to your shareholders and combines
two of the best franchises in the financial services industry. Under our
proposal, American General and AIG would combine in a transaction in which each
common share of American General stock will be converted into AIG common stock
with a value of $46.00 per share. This price will remain constant as long as the
price of AIG shares trades within a five-percent collar during an agreed upon
period prior to the closing date. Accordingly, based on today's closing, your
shareholders will receive a minimum of 0.5462 shares and a maximum of 0.6037
shares of AIG stock for each share held.

The combination of AIG and American General is uniquely attractive, in terms of
mix of businesses and distribution channels. Furthermore, as you know, AIG has
the highest ratings from all principal rating agencies and is the leading United
States-based international insurance and financial services organization. As of
December 31, 2000, we had total assets in excess of $300 billion and capital
funds of approximately $40 billion.

AIG firmly believes in the importance of encouraging each of the companies it
acquires to maintain its own identity. SunAmerica and Hartford Steam Boiler are
prime examples of this decentralized approach based on respect for the acquired
businesses' management teams and clear accountability. Consistent with this
philosophy, we would welcome American General as a strong, vibrant contributor
to our group. In addition, this union will permit us to expand AIG's overall
presence in Texas, one of the key areas of economic growth of our country. The
reputation of you and your associates for commitment and hard work is a key
motivation of our interest.

We intend to honor existing financial arrangements for you and your employees
and look forward to exploring with you attractive opportunities for your senior
management in the combined organization. Furthermore, we would anticipate your
joining our board and being appointed a vice chairman.

In terms of value to your shareholders, our proposal represents a significant
premium to the current value of the Prudential proposal. Furthermore, the
American General shareholders will receive shares of AIG, one of the largest and
most successful financial institutions in the world. With a market
capitalization in excess of $190 billion, and a strong U.S. shareholder base,
there will be no concern regarding flowback of shares in a transaction with AIG.
As the table below illustrates, AIG's shares have performed very well over the
past several years.

                                      more


<PAGE>   4

<TABLE>
<CAPTION>
                                     ANNUALIZED TOTAL RETURN (a)
                        1 YR            3 YR            5 YR           10 YR
<S>                    <C>              <C>             <C>            <C>
AIG                     13.7%           21.4%           29.7%          23.4%
S&P 500                (22.5)%           2.4%           14.2%          14.4%
</TABLE>

(a)      Annual return with net reinvested dividends for each period. 1-year
         returns through April 2, 2001. 3-, 5- and 10-year returns through March
         30, 2001.

Source: Bloomberg.

Our interest in this transaction is a reflection of our firm belief that a
combination of our companies would be highly beneficial financially to both of
our shareholder groups and accretive to AIG's earnings per share.

In sum, the transaction we are offering provides to the American General
shareholders considerably greater value than the Prudential proposal, through a
higher current value and the opportunity to share, as AIG shareholders, in the
earnings accretion deriving from a stronger combined franchise. AIG has a
history of making meaningful acquisitions, and we are intimately familiar with
the regulatory approval process required to consummate the transaction and have
excellent relationships with the various regulators who supervise our
businesses. We expect no significant issues or undue time delays.

We are prepared to proceed forward with a definitive agreement on terms that
will compare favorably with those in your agreement with Prudential. Our clear
determination is to reach a three-way, resolution in a professional and
constructive manner that will benefit all shareholder groups involved. We
anticipate a tax-free stock-for-stock transaction accounted for as a pooling of
interests.

We have engaged Goldman, Sachs & Co. and Wachtell, Lipton, Rosen & Katz to
advise us in this transaction.

The entire Board of AIG has approved our proposal and has unanimously authorized
us to proceed. We look forward to meeting with you as soon as possible to
discuss and negotiate our proposal in greater detail so that we can achieve a
prompt agreement. You can be assured that we will do everything in our power to
see this transaction through to completion. We are prepared to meet immediately
with you and your Board to work toward that end.

                                            Sincerely,



                                            /s/ M. R. Greenberg



cc:    Members of the Board of Directors of
       American General Corporation
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>y47556ex99-2.txt
<DESCRIPTION>STRATEGIC RATIONALE
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 99.2


                              STRATEGIC RATIONALE

Life and retirement business will constitute approximately 50% of combined
entities earnings. Transaction continues dramatic expansion of AIG's U.S. Life
business consistent with acquisition of SunAmerica.

Positions us as the #1 writer of variable annuities in the U.S.

Complementary distribution channels -- American General is:

     --  One of the largest writers of retirement products in the education
         market
     --  The largest writer of annuities through the bank distribution market

Opportunity to leverage American General's consumer finance franchise -- giving
a platform for continuing AIG's expansion in this market around the world

Meaningfully accretive
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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