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): June 16, 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 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 16, 2005, the Board of Directors of American International
Group, Inc. (AIG), adopted an amendment to AIG's By-laws in order to provide
that the Chairman of the Board of Directors shall be a director who is
independent under the New York Stock Exchange listing standards.
A copy of AIG's By-laws, as so amended, is attached as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On June 17, 2005, AIG announced in a press release the record date and
date of AIG's Annual Meeting of Shareholders and that the AIG Board of Directors
approved changes in AIG's By-laws and Corporate Governance Guidelines to reflect
the Board's current belief that the Chairman should be an independent director
and that at least two-thirds of the directors should be independent under the
New York Stock Exchange listing standards. A copy of the Corporate Governance
Guidelines, as amended on June 16, 2005, described in the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the liabilities
under such Section and shall not be deemed to be incorporated by reference into
any filing of AIG under the Securities Act of 1933, as amended, or the Exchange
Act.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 3.1 American International Group, Inc. By-laws, as amended on
June 16, 2005.
Exhibit 99.1 American International Group, Inc. Corporate Governance
Guidelines, as amended on June 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: June 20, 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 American International Group, Inc. By-laws, as
amended on June 16, 2005.
99.1 American International Group, Inc. Corporate
Governance Guidelines, as amended June 16, 2005.