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): May 11, 2021
| AMERICAN INTERNATIONAL GROUP, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-8787 | 13-2592361 | ||
(State or other jurisdiction | (Commission File Number) | (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $2.50 Per Share | AIG | New York Stock Exchange |
| 5.75% Series A-2 Junior Subordinated Debentures | AIG 67BP | New York Stock Exchange |
| 4.875% Series A-3 Junior Subordinated Debentures | AIG 67EU | New York Stock Exchange |
| Stock Purchase Rights | New York Stock Exchange | |
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. ¨
| No Trading Symbol | True |
Section 8 – Other Events
Item 8.01. Other Events.
On May 11, 2021, American International Group, Inc. (“AIG”) announced that it has commenced cash tender offers and a consent solicitation for (i) certain outstanding notes (the “SunAmerica Notes”) issued by AIG (as successor to SunAmerica Inc.) and (ii) certain outstanding notes (the “AIG Life Holdings Notes”) issued by AIG Life Holdings, Inc., a wholly owned subsidiary of AIG.
The information contained in this Current Report on Form 8-K does not constitute an offer to purchase the notes. Holders of the notes should refer to AIG’s Offer to Purchase and Consent Solicitation Statement for the SunAmerica Notes, dated May 11, 2021, and AIG’s Offer to Purchase and Consent Solicitation Statement for the AIG Life Holdings Notes, dated May 11, 2021, each available from D.F. King, Inc., the tender and information agent for the tender offers and consent solicitations.
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 May 11, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release of American International Group, Inc., dated May 11, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 11, 2021 | By: | /s/ Kristen W. Prohl | |
| Name: | Kristen W. Prohl | ||
| Title: | Assistant Secretary | ||