UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2012
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8787 | 13-2592361 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
180 Maiden Lane
New York, New York 10038
(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.)
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)) |
| Item 8.01. | Other Events. |
On March 4, 2012, American International Group, Inc. issued a press release announcing that it had commenced a sale of ordinary shares of AIA Group Limited (AIA) by means of a placing to certain institutional investors. The AIA ordinary shares have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the AIA ordinary shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.
A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit 99.1 |
Press release dated March 4, 2012 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 5, 2012 | By: | /s/ Kathleen E. Shannon | ||||
| Name: | Kathleen E. Shannon | |||||
| Title: | Senior Vice President and Deputy General Counsel | |||||
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EXHIBIT INDEX
| Exhibit No |
Description | |
| Exhibit 99.1 | Press release dated March 4, 2012 | |
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Exhibit 99.1
| [AIG LOGO] | News Release |
| Contact: | Liz Werner (Investment Community) | |
| (O): (212) 770-7074 | ||
| Mark Herr (News Media) | ||
| (O): (212) 770-3505 | ||
| (C): (718) 685-9348 | ||
AIG ANNOUNCES PROPOSED SALE OF ORDINARY SHARES
OF AIA GROUP LIMITED
NEW YORK, March 4, 2012 — American International Group, Inc. (NYSE: AIG) announced today that it has commenced a sale of ordinary shares of AIA Group Limited (AIA) by means of a placing to certain institutional investors. AIG expects the pricing of the placing to occur no later than March 6, 2012.
AIG expects to use the net proceeds from the placing of AIA ordinary shares to reduce the balance due to the U.S. Department of the Treasury (Treasury) on Treasury’s preferred equity interest in the special purpose vehicle through which AIG holds the AIA ordinary shares.
The ordinary shares have not been and will not be registered under the Securities Act of 1933, as amended (the Securities Act), or any other applicable law, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any other applicable law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares, nor shall there be any sale of the ordinary shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release is not for distribution or release in or into the Hong Kong Special Administrative Region of the People’s Republic of China.
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This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, no assurance can be given that AIG will be able to complete the placing of the AIA ordinary shares, or, if completed, what the net proceeds will be from the placing. These forward-looking statements reflect AIG’s current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Except for AIG’s ongoing obligation to disclose material information as required by federal securities laws, it does not intend to provide an update concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof.
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180 Maiden Lane — New York, NY 10038