SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): September 16, 2008
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as
specified in its charter)
|(State or other jurisdiction
(Commission File Number)
70 Pine Street
New York, New York 10270
(Address of principal executive
Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Registrants Business and Operations
Item 1.01. Entry into a
Material Definitive Agreement.
On September 16, 2008, American International Group, Inc. (AIG) issued a press release announcing
it has entered into a revolving credit facility with the Federal Reserve Bank of New York (NY
Under the terms of the revolving credit facility, AIG may borrow up to $85 billion from the NY
Reserve Bank. AIGs borrowings under the revolving credit facility bear interest, for each day, at
a rate per annum equal to three-month Libor plus 8.50%. The revolving credit facility has a
24-month term and is secured by a pledge of all of the assets of AIG and its Material Subsidiaries.
The revolving credit facility contains affirmative and negative covenants, including a covenant to
pay down the facility with the proceeds of asset sales by AIG.
In connection with the revolving credit facility, AIG issued a warrant to the Board of Governors of
the Federal Reserve (Federal Reserve) that permits the Federal Reserve, subject to shareholder
approval, to obtain up to 79.9% of the outstanding common stock of AIG (after taking into account
the exercise of the warrant). AIG anticipates calling a special meeting for such purpose as
promptly as practicable.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1 Press release of American International Group, Inc. dated
September 16, 2008.
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.
|Date: September 18,
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E.
Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary
Press release of American International Group, Inc.
dated September 16, 2008.
American International Group, Inc.
Charlene Hamrah (Investment Community)
Nicholas Ashooh (News Media)
STATEMENT ON ANNOUNCEMENT BY FEDERAL RESERVE BOARD OF $85 BILLION
ADDRESSES LIQUIDITY ISSUES AND POLICYHOLDER CONCERNS
YORKSept. 16, 2008, The Board of Directors of American
International Group, Inc. (NYSE:AIG) issued
the following statement in response to todays announcement by the Federal Reserve Board that the
Federal Reserve Bank of New York is providing a two-year, $85 billion secured revolving credit
facility to AIG that will ensure the company can meet its liquidity needs:
The AIG Board has approved this transaction based on its determination that this is the best
alternative for all of AIGs constituencies, including policyholders, customers, creditors,
counterparties, employees and shareholders. AIG is a solid company with over $1 trillion in assets
and substantial equity, but it has been recently experiencing serious liquidity issues. We believe
the loan, which is backed by profitable, well-capitalized operating subsidiaries with substantial
value, will protect all AIG policyholders, address rating agency concerns and give AIG the time
necessary to conduct asset sales on an orderly basis. We expect that the proceeds of these sales
will be sufficient to repay the loan in full and enable AIGs businesses to continue as substantial
participants in their respective markets. In return for providing this essential support, American
taxpayers will receive a substantial majority ownership interest in AIG.
We commend the Federal Reserve and the Treasury Department for taking this decisive action to
address AIGs liquidity needs and broader financial market concerns. We thank them for their
leadership during this critical time for the global financial markets. We also thank Governor
Paterson, Commissioner Dinallo, Commissioner Ario, the other state Commissioners, and the Office of
Thrift Supervision for their willingness to assist AIG.
Policyholders of AIG companies around the world can rest assured that AIGs commitments will
continue to be honored.
# # #
It should be noted that the remarks made in this press release may contain projections concerning
financial information and statements concerning future economic performance and events, plans and
objectives relating to management, operations, products and services, and assumptions underlying
these projections and statements. It is possible that AIGs actual results and financial condition
may differ, possibly materially, from the anticipated results and financial condition indicated in
these projections and statements. Factors that could cause AIGs actual results to differ, possibly
materially, from those in the specific projections and statements are discussed in Item 1A. Risk
Factors of AIGs Annual Report on Form 10-K for the year ended December 31, 2007, and in Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations of AIGs
Quarterly Report on Form 10-Q for the period ended June 30, 2008. AIG is not under any obligation
(and expressly disclaims any such obligations) to update or alter its projections and other
statements whether as a result of new information, future events or otherwise.
American International Group, Inc. (AIG), a world leader in insurance and financial services, is
the leading international insurance organization with operations in more than 130 countries and
jurisdictions. AIG companies serve commercial, institutional and individual customers through the
most extensive worldwide property-casualty and life insurance networks of any insurer. In addition,
AIG companies are leading providers of retirement services, financial services and asset management
around the world. AIGs common stock is listed on the New York Stock Exchange, as well as the stock
exchanges in Ireland and Tokyo.