Form 8-K AMERICAN INTERNATIONAL For: Apr 20
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): April 20, 2018
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8787 | 13-2592361 | ||
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(State or other jurisdiction of incorporation) |
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(Commission File Number)
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(IRS Employer Identification No.) |
175 Water Street
New York, New York 10038
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 770-7000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Section 8 — Other Events
Item 8.01. Other Events.
On April 20, 2018, American International Group, Inc. (“AIG”) announced that it will redeem all of its outstanding 8.000% Series A-7 Junior Subordinated Debentures due May 22, 2038 (ISIN No. XS0365324838 (144A)/XS0365323608 (Reg. S)) (the “Series A-7 Junior Subordinated Debentures”) and all of its outstanding 8.625% Series A-8 Junior Subordinated Debentures due May 22, 2038 (ISIN No. XS0365317113 (144A)/XS0365314284 (Reg. S)) (the “Series A-8 Junior Subordinated Debentures” and, together with the Series A-7 Junior Subordinated Debentures, the “Debentures”) on May 22, 2018 (the “Redemption Date”). On the Redemption Date, AIG will pay to the registered holders of each series of Debentures a redemption price equal to 100% of the principal amount outstanding, plus accrued and unpaid interest to, but not including, the Redemption Date. As of April 20, 2018, €12,350,000 aggregate principal amount of the Series A-7 Junior Subordinated Debentures were outstanding and £5,500,000 aggregate principal amount of the Series A-8 Junior Subordinated Debentures were outstanding.
The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Debentures. Holders of each series of Debentures should refer to the applicable notice of redemption delivered to the registered holders of such series of Debentures by The Bank of New York Mellon, the trustee with respect to the Debentures.
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.
| (d) | Exhibits. | |
| 99.1 | Press release of American International Group, Inc. dated April 20, 2018. |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release of American International Group, Inc. dated April 20, 2018. |
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: April 20, 2018 | By: | /s/ James J. Killerlane III |
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Name: James J. Killerlane III Title: Associate General Counsel and Assistant Secretary
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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Press Release AIG 175 Water Street New York, NY 10038 www.aig.com |
Contacts: Liz Werner (Investors): 212-770-7074; [email protected] Fernando Melon (Investors): 212-770-4630; [email protected] Claire Talcott (Media): 212-458-6343; [email protected] AIG TO REDEEM 8.000% AND 8.625% JUNIOR SUBORDINATED DEBENTURES DUE 2038
NEW YORK, April 20, 2018 — American International Group, Inc. (NYSE: AIG) today announced that it will redeem all of its outstanding 8.000% Series A-7 Junior Subordinated Debentures due May 22, 2038 (ISIN No. XS0365324838 (144A)/XS0365323608 (Reg. S)) (the “Series A-7 Junior Subordinated Debentures”) and all of its outstanding 8.625% Series A-8 Junior Subordinated Debentures due May 22, 2038 (ISIN No. XS0365317113 (144A)/XS0365314284 (Reg. S)) (the “Series A-8 Junior Subordinated Debentures” and, together with the Series A-7 Junior Subordinated Debentures, the “Debentures”) on May 22, 2018 (the “Redemption Date”). On the Redemption Date, AIG will pay to the registered holders of each series of Debentures a redemption price equal to 100% of the principal amount outstanding, plus accrued and unpaid interest to, but not including, the Redemption Date. As of April 20, 2018, €12,350,000 aggregate principal amount of the Series A-7 Junior Subordinated Debentures were outstanding and £5,500,000 aggregate principal amount of the Series A-8 Junior Subordinated Debentures were outstanding.
This press release does not constitute a notice of redemption of the Debentures. Holders of each series of Debentures should refer to the applicable notice of redemption delivered to the registered holders of such series of Debentures by The Bank of New York Mellon, the trustee with respect to the Debentures.
Certain statements in this press release, including those describing the completion of the redemption, constitute forward-looking statements. These statements are not historical facts but instead represent only AIG’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG’s control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout AIG’s periodic filings with the SEC pursuant to the Securities Exchange Act of 1934.
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American International Group, Inc. (AIG) is a leading global insurance organization. Founded in 1919, today AIG member companies provide a wide range of property casualty insurance, life insurance, retirement products, and other financial services to customers in more than 80 countries and jurisdictions. These diverse offerings include products and services that help businesses and individuals protect their assets, manage risks and provide for retirement security. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange.
Additional information about AIG can be found at www.aig.com | YouTube: www.youtube.com/aig | Twitter: @AIGinsurance www.twitter.com/AIGinsurance | LinkedIn: www.linkedin.com/company/aig. These references with additional information about AIG have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
AIG is the marketing name for the worldwide property-casualty, life and retirement, and general insurance operations of American International Group, Inc. For additional information, please visit our website at www.aig.com. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries, and coverage is subject to actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property-casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds. |