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): February 8, 2011
AMERICAN INTERNATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8787
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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.) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 — Registrant’s Business and Operations
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On February 1, 2011, American International Group, Inc. (AIG) completed the previously announced
sale of its Japanese life insurance subsidiaries, AIG Star Life Insurance Co. Ltd (Star) and AIG
Edison Life Insurance Company (Edison), to Prudential Financial, Inc. for total consideration of
$4.8 billion, consisting of $4.2 billion in cash and $.6 billion in the assumption of third-party
debt.
Under the terms of the Guarantee, Pledge and Proceeds Application Agreement, dated as of January
14, 2011 (the Intercompany Pledge Agreement), between AIG and certain subsidiaries, AIG is required
to use all net cash proceeds of the Star and Edison sale to repay loans to AIG (the SPV
Intercompany Loans) made by its subsidiaries AIA Aurora LLC (the AIA SPV), a special-purpose
vehicle that holds AIG’s remaining shares in AIA Group Limited, and ALICO Holdings LLC (the ALICO
SPV and, together with the AIA SPV, the SPVs), a special-purpose vehicle that holds the MetLife,
Inc. securities that AIG received in the sale of American Life Insurance Company. In turn, the
SPVs are generally required to distribute amounts received as repayment of the SPV Intercompany
Loans to the U.S. Department of the Treasury (the Department of the Treasury), which holds
preferred interests in each of the SPVs (SPV Preferred Interests). These arrangements are part of
the recapitalization of AIG described in more detail in AIG’s Current Report on Form 8-K dated
January 14, 2011.
On February 8, 2011, American International Group, Inc. (AIG) entered into a letter agreement with
the Department of the Treasury (the Letter Agreement), pursuant to which AIG will be permitted to
retain $2 billion of the net cash proceeds from the sale of Star
and Edison. The $2 billion will be used to support the capital of Chartis, Inc. and its subsidiaries in connection with
the reserve strengthening described in Item 8.01 of this Current Report on Form 8-K. The remainder
of the net cash proceeds is expected to be used to repay the Department of the Treasury’s SPV
Preferred Interests.
A copy of the Letter Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K, and
incorporated into this Item 1.01 by reference.
Section 8 — Other Events
On
February 9, 2011, AIG issued a press release announcing that it
expects to record a $4.1 billion
charge, net of $446 million in discount and loss sensitive business premium adjustments, for the
fourth quarter of 2010 to strengthen loss reserves in its Chartis property and casualty insurance
subsidiaries.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated into this Item 8.01 by reference.
Section 9 — Financial Statements and Exhibits
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| Item 9.01. |
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Financial Statements and Exhibits. |
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10.1 |
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Letter Agreement, dated as of February 8, 2011, between AIG and the Department of the Treasury. |
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99.1 |
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Press Release of American International Group, Inc. dated February 9, 2011 |