Current Report Filing (8-k)

AMERICAN INTERNATIONAL GROUP, INC.

(Registrant)

Date: June 8, 2016

/s/ James J. Killerlane III

Name: James J. Killerlane III

Title: Associate General Counsel and Assistant Secretary

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): June 8, 2016

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.)

175 Water Street

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 — Other Events

Item 8.01. Other Events.

On June 8, 2016, American International Group, Inc. (“AIG”) closed the sale of €750,000,000 aggregate principal amount of AIG’s 1.500% Notes due 2023 (the “Notes”).

The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:

•

Underwriting Agreement, dated June 1, 2016, between AIG and BNP Paribas, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named therein;

•

Thirty-Third Supplemental Indenture, dated as of June 8, 2016, between AIG and The Bank of New York Mellon, as Trustee;

•

Form of the Notes; and

•

Opinion of Sullivan & Cromwell LLP, dated June 8, 2016, as to the validity of the Notes.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits


1.1		Underwriting Agreement, dated June 1, 2016, between AIG and BNP Paribas, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named therein.

4.1		Thirty-Third Supplemental Indenture, dated as of June 8, 2016, between AIG and The Bank of New York Mellon, as Trustee.

4.2		Form of the Notes (included in Exhibit 4.1).

5.1		Opinion of Sullivan & Cromwell LLP, dated June 8, 2016, as to the validity of the Notes.

23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).

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.

EXHIBIT INDEX


Exhibit No.		Description

1.1		Underwriting Agreement, dated June 1, 2016, between AIG and BNP Paribas, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named therein.

4.1		Thirty-Third Supplemental Indenture, dated as of June 8, 2016, between AIG and The Bank of New York Mellon, as Trustee.

4.2		Form of the Notes (included in Exhibit 4.1).

5.1		Opinion of Sullivan & Cromwell LLP, dated June 8, 2016, as to the validity of the Notes.

23.1		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1).