AMERICAN INTERNATIONAL GROUP, INC. - FORM 8-K - December 14, 2012

Attached files

file filename
EX-1.1 - UNDERWRITING AGREEMENT, DATED DECEMBER 10, 2012 - AMERICAN INTERNATIONAL GROUP, INC.d452891dex11.htm
EX-5.1 - OPINION OF SULLIVAN & CROMWELL LLP - AMERICAN INTERNATIONAL GROUP, INC.d452891dex51.htm

 

 

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): December 14, 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Section 8 — Other Events

Item 8.01. Other Events.

On December 14, 2012, the United States Department of the Treasury (“Treasury”), as the selling shareholder, closed the sale of 234,169,156 shares of common stock, par value $2.50 per share (“AIG Common Stock”), of American International Group, Inc. (“AIG”), at an initial public offering price of $32.50 per share (the “Offering”).

In connection with the Offering, AIG entered into an Underwriting Agreement, dated December 10, 2012 (the “Underwriting Agreement”), among AIG, Treasury and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The exhibits are incorporated by reference into the Registration Statement (No. 333-182469) related to the Offering.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

1.1    Underwriting Agreement, dated December 10, 2012, among AIG, Treasury and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
5.1    Opinion of Sullivan & Cromwell LLP.

 

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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: December 14, 2012     By:  

/s/ James J. Killerlane III

      Name:   James J. Killerlane III
      Title:  

Associate General Counsel and

Assistant Secretary

 

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EXHIBIT INDEX

 

Exhibit
No.

   

Description

1.1    Underwriting Agreement, dated December 10, 2012, among AIG, Treasury and Merrill Lynch, Pierce, Fenner, & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
5.1    Opinion of Sullivan & Cromwell LLP.