UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 9, 2007
AMERICAN INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8787 13-2592361
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
70 Pine Street
New York, New York 10270
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 770-7000
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(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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 8 -- Other Events
Item 8.01. Other Events.
On November 9, 2007, American International Group, Inc. ("AIG") and its
wholly-owned subsidiary, AIG Program Funding, Inc. (the "Issuer"), entered into
a Distribution Agreement (the "Distribution Agreement") with AIG Financial
Securities Corp., ABN AMRO Incorporated, ANZ Securities, Inc., Banc of America
Securities LLC, Banca IMI S.p.A., BMO Capital Markets Corp., Barclays Capital
Inc., Bear, Stearns & Co. Inc., BNP Paribas Securities Corp., BNY Capital
Markets, Inc., Calyon Securities (USA) Inc., CIBC World Markets Corp., Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Daiwa Securities
America Inc., Daiwa Securities SMBC Europe Limited, Deutsche Bank Securities
Inc., Goldman, Sachs & Co., Greenwich Capital Markets, Inc., HSBC Securities
(USA) Inc., J.P. Morgan Securities Inc., KeyBanc Capital Markets Inc., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi
UFJ Securities International plc, Mizuho Securities USA Inc., Morgan Stanley &
Co. Incorporated, nabCapital Securities, LLC, RBC Capital Markets Corporation,
Santander Investment Securities Inc, Scotia Capital (USA) Inc., SG Americas
Securities, LLC, TD Securities (USA) LLC, UBS Securities LLC, and Wachovia
Capital Markets, LLC (together, the "Agents") relating to the offer, issuance
and sale from time to time of the Issuer's Medium-Term Notes, Series A (PF);
Medium-Term Notes, Series AIG-FP (PF); and Medium-Term Notes, Series MP, Matched
Investment Program (PF), at an aggregate initial offering price of up to
$20,000,000,000, or the equivalent thereof in one or more foreign or composite
currencies or currency units (the "Notes"). The Notes will be senior, unsecured
debt obligations of the Issuer, and they will be fully and unconditionally
guaranteed by AIG. Payment obligations under the guarantees will be senior,
unsecured debt obligations of AIG.
A copy of the Distribution Agreement is attached as Exhibit 1.1 and
incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 1.1 Distribution Agreement, dated November 9, 2007, among AIG,
the Issuer and the Agents
Exhibit 4.1 Form of Fixed Rate Note
Exhibit 4.2 Form of Floating Rate Note
Exhibit 4.3 Form of Master Note
Exhibit 8.1 Tax Opinion of Sullivan & Cromwell LLP
Exhibit 23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
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: November 14, 2007 By /s/ Kathleen E. Shannon
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary