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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/24 American Int’l Group, Inc. S-3ASR 2/14/24 9:1.8M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-3ASR Automatic Shelf Registration Statement by a HTML 615K Well-Known Issuer 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 8K 3: EX-5.1 Opinion of Counsel re: Legality HTML 28K 4: EX-8.1 Opinion of Counsel re: Tax Matters HTML 9K 5: EX-23.1 Consent of Expert or Counsel HTML 6K 6: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 49K 7: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 49K 8: EX-25.3 Statement of Eligibility to Act as a Trustee HTML 49K 9: EX-FILING FEES Filing Fees HTML 58K
tm245813-1_s3asr - none - 4.7812634s |
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
13-2592361
(IRS Employer
Identification Number) |
|
| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | |
| Emerging growth company | | | ☐ | | | | | | | |
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| | BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS. | | |
| | BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER. | | |
| | BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS, BROKERS OR OTHER FINANCIAL INSTITUTIONS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION. | | |
| | The information set forth in this prospectus is applicable to you only if you are a U.S. resident. We disclaim any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments on the debt securities. If you are not a U.S. resident, you should consult your own financial and legal advisors with regard to such matters. | | |
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Amount to
be paid |
| |||
SEC registration fee
|
| | | $ | * | | |
Legal fees and expenses
|
| | | | ** | | |
Accounting fees and expenses
|
| | | | ** | | |
Printing fees
|
| | | | ** | | |
Miscellaneous
|
| | | | ** | | |
Total
|
| | | $ | ** | | |
|
Exhibit
Number |
| |
Description
|
| |
Location
|
|
| 1.1 | | | Form of Underwriting Agreement of American International Group, Inc. for common stock | | | * | |
| 1.2 | | | Form of Underwriting Agreement of American International Group, Inc. for preferred stock and depositary shares | | | * | |
| 1.3 | | | Form of Underwriting Agreement of American International Group, Inc. for senior debt securities | | | * | |
| 1.4 | | | Form of Underwriting Agreement of American International Group, Inc. for subordinated debt securities | | | * | |
| 1.5 | | | Form of Underwriting Agreement of American International Group, Inc. for junior subordinated debentures | | | * | |
| 1.6 | | | Form of Distribution Agreement of American International Group, Inc. for medium-term notes | | | * | |
| 1.7 | | | Form of Underwriting Agreement of American International Group, Inc. for warrants | | | * | |
| 1.8 | | | Form of Underwriting Agreement of American International Group, Inc. for units | | | * | |
| 1.9 | | | Form of Underwriting Agreement of American International Group, Inc. for purchase contracts | | | * | |
| 3(i)(a) | | | | | Incorporated by reference to Exhibit 3.1 to AIG’s Current Report on Form 8-K filed on May 15, 2020 (File No. 001-08787). | | |
| 3(ii)(a) | | | | | Incorporated by reference to Exhibit 3.1 to AIG’s Current Report on Form 8-K filed on December 9, 2020 (File No. 001-08787). | | |
| 4.1 | | | | | Filed Herewith. | | |
| 4.2 | | |
Indenture between AIG and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee, dated as of October 12, 2006, as amended by the Fourth Supplemental Indenture, dated as of April 18, 2007, and the Eighth Supplemental Indenture, dated as of December 3, 2010, including the form of debt security in Article Two thereof.
|
| | Indenture and Fourth Supplemental Indenture incorporated by reference to Exhibit 4.1 to AIG’s Registration Statement on Form S-3, filed on June 22, 2007 (File No. 333-143992) and Eighth Supplemental Indenture, incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on December 6, 2010 (File No. 001-08787). | |
| 4.3 | | | | | Incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on August 23, 2012 (File No. 001-08787). | |
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Exhibit
Number |
| |
Description
|
| |
Location
|
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| 4.4 | | | | | Junior Subordinated Debt Indenture incorporated by reference to Exhibit 4.1 to AIG’s Current Report on Form 8-K, filed on March 13, 2007 (File No. 001-08787). | | |
| 4.5 | | | Form of Warrant Agreement of American International Group, Inc. | | | * | |
| 4.6 | | | Form of Unit Agreement of American International Group, Inc. | | | * | |
| 4.7 | | | Form of Purchase Contract Agreement of American International Group, Inc. | | | * | |
| 4.8 | | | Form of Pledge Agreement of American International Group, Inc. for purchase contracts | | | * | |
| 4.9 | | | Form of Deposit Agreement of American International Group, Inc. for depositary shares | | | * | |
| 4.10 | | | Form of Deposit Agreement of American International Group, Inc. for purchase contracts | | | * | |
| 4.11 | | | Form of Guarantee of American International Group, Inc. | | | * | |
| 5.1 | | | | | Filed Herewith. | | |
| 8.1 | | | | | Filed Herewith. | | |
| 23.1 | | | | | Filed Herewith. | | |
| 23.2 | | | Consent of Sullivan & Cromwell LLP | | | (Included in Exhibits 5.1 and 8.1). | |
| 24 | | | | | (Included in the signature pages of this registration statement). | | |
| 25.1 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee under the Indenture, dated as of October 12, 2006 | | | Filed Herewith. | |
| 25.2 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee with respect to the Subordinated Indenture, dated as of August 23, 2012 | | | Filed Herewith. | |
| 25.3 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, Trustee under the Junior Subordinated Indenture, dated as of March 13, 2007 | | | Filed Herewith. | |
| 107 | | | | | Filed Herewith. | |
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Signature
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| |
Title
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| |
Date
|
|
|
/s/ Peter Zaffino
|
| |
Chairman, Chief Executive Officer and Director
(Principal Executive Officer) |
| | | |
|
/s/ Sabra Purtill
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| | | |
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/s/ Kathleen Carbone
|
| |
Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | | |
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|
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Director
|
| | | |
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/s/ James Cole, Jr.
|
| |
Director
|
| | | |
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/s/ W. Don Cornwell
|
| |
Director
|
| | | |
|
/s/ James Dunne III
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| |
Director
|
| | |
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Signature
|
| |
Title
|
| |
Date
|
|
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/s/ Linda A. Mills
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| |
Director
|
| | | |
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/s/ Diana M. Murphy
|
| |
Director
|
| | | |
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/s/ Peter R. Porrino
|
| |
Director
|
| | | |
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/s/ John G. Rice
|
| |
Director
|
| | | |
|
|
| |
Director
|
| | |
This ‘S-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/15/24 | ||||
Filed on / Effective on: | 2/14/24 | 10-K | ||
2/8/24 | 4 | |||
1/31/24 | 8-K | |||
12/31/23 | 10-K, 13F-HR | |||
12/9/20 | 8-K | |||
5/15/20 | 4, 8-K | |||
8/23/12 | 8-K, CORRESP, S-4/A | |||
12/6/10 | 8-K, PRER14C | |||
12/3/10 | 4, 8-K, CORRESP | |||
6/22/07 | S-3 | |||
3/13/07 | 4, 8-K, FWP | |||
List all Filings |