SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.
(Name of Issuer)
Series A Mandatory Redeemable Preferred Shares
Series B Mandatory Redeemable Preferred Shares
Series C Mandatory Redeemable Preferred Shares
(Title of Class of Securities)
March 22, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
|*||The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.|
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP Nos. 48661E2*8, 48661E3*7, 48661E4*6|
Name of reporting persons
American International Group, Inc.
Check the appropriate box if a member of a group
(a) ¨ (b) x
SEC use only
Citizenship or place of organization
Incorporated under the laws of the State of Delaware
Sole voting power
Shared voting power
Sole dispositive power
Shared dispositive power
Aggregate amount beneficially owned by each reporting person
Check box if the aggregate amount in Row (9) excludes certain shares ¨
Percent of class represented by amount in Row (9)
15.38% as of March 22, 2012
Type of reporting person
|ITEM 1 (a).||NAME OF ISSUER:|
Kayne Anderson Midstream/Energy Fund, Inc. (the Issuer)
|ITEM 1 (b).||ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:|
717 Texas Avenue
Houston, Texas 77002
|ITEM 2 (a).||NAME OF PERSON(S) FILING:|
This Schedule 13G is filed by American International Group, Inc. (AIG).
|ITEM 2 (b).||ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:|
175 Water Street
New York, NY 10038
|ITEM 2 (c).||CITIZENSHIP:|
Incorporated under the laws of the State of Delaware.
|ITEM 2 (d).||TITLE OF CLASS OF SECURITIES:|
Mandatory Redeemable Preferred Shares
|ITEM 2 (e).||CUSIP NUMBERS:|
48661E2*8 (Series A Mandatory Redeemable Preferred Shares) (the Series A Preferred Shares)
48661E3*7 (Series B Mandatory Redeemable Preferred Shares) (the Series B Preferred Shares)
48661E4*6 (Series C Mandatory Redeemable Preferred Shares) (the Series C Preferred Shares)
The Series A Preferred Shares, together with the Series B Preferred Shares and the Series C Preferred Shares, form a single class of the Issuers preferred equity securities and are collectively referred to in this Schedule 13G as the Mandatory Redeemable Preferred Shares.
|ITEM 3.||IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:|
(a) [ ] Broker or dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act;
(d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(a) Amount beneficially owned: 400,000
(b) Percent of class: 15.38% as of March 22, 2012
(c) Number of shares as to which the person has:
|(i)||Sole power to vote or to direct the vote: 0|
|(ii)||Shared power to vote or to direct the vote: 400,000|
|(iii)||Sole power to dispose or to direct the disposition of: 0|
|(iv)||Shared power to dispose or to direct the disposition of: 400,000|
|ITEM 5.||OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
|ITEM 6.||OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.|
Certain of AIGs subsidiaries have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the Mandatory Redeemable Preferred Shares. Each of AIG Asset Management (U.S), LLC and The Variable Annuity Life Insurance Company, each an indirect wholly owned subsidiary of AIG, beneficially owned 15.38% of the Mandatory Redeemable Preferred Shares upon purchase on March 22, 2012.
|ITEM 7.||IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.|
See Exhibit 99.1.
|ITEM 8.||IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.|
|ITEM 9.||NOTICE OF DISSOLUTION OF GROUP.|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Date: May 8, 2014||AMERICAN INTERNATIONAL GROUP, INC.|
|Brian T. Schreiber|
Executive Vice President and Deputy
AIG Chief Investment Officer
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
American International Group, Inc. Subsidiary Information for the Mandatory Redeemable Preferred Shares:
AIG Asset Management (U.S.), LLC*
Investment Adviser pursuant to Rule 13d-1(b)(ii)(E)
Category Symbol: IA
The Variable Annuity Life Insurance Company*
Insurance Company pursuant to Rule 13d-1(b)(1)(ii)(C)
Category Symbol: IC
|*||Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G.|