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): October 12, 2006
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 October 12, 2006, American International Group, Inc. (the "Registrant")
entered into a Distribution Agreement (the "Distribution Agreement") with AIG
Financial Securities Corp., ABN AMRO Incorporated, 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., Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Daiwa Securities America Inc., Daiwa Securities, SMBC
Europe Limited, Deutsche Bank Securities, Goldman, Sachs & Co., Greenwich
Capital Markets, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc.,
Lehman Brothers Inc., McDonald Investments Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Mitsubishi UFJ Securities International plc, Morgan Stanley
& Co. Incorporated, RBC Capital Markets Corporation, Santander Investment
Securities Inc, Scotia Capital (USA) Inc., SG Americas Securities, LLC, TD
Securities (USA) LLC, UBS Securities LLC, Wachovia Capital Markets, LLC
(together, the "Agents") relating to the issuance and sale of the Registrant's
Medium-Term Notes, Series G; Medium-Term Notes, Series AIG-FP; and Medium-Term
Notes, Series MP, Matched Investment Program, at an aggregate initial offering
price of up to $25,139,770,000, or the equivalent thereof in one or more foreign
or composite currencies or currency units.
A copy of the Distribution Agreement is attached as Exhibit 1.2 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 October 12, 2006, between the
Agents and the Registrant
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: October 18, 2006 By /s/ Kathleen E. Shannon
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Name: Kathleen E. Shannon
Title: Senior Vice President
and Secretary