SEC Comment Letter for AMERICAN INTERNATIONAL GROUP, (AIG) — Nov 4, 2010
AMERICAN INTERNATIONAL GROUP, INC.
Date: Nov. 4, 2010 · CIK: 0000005272 · Accession: 0000000000-10-065889
AI Filing Summary & Sentiment
File numbers found in text: 333-169849
Letter
November 4, 2010 Kathleen E. Shannon, Esq. Senior Vice President and Deputy General Counsel American Interna tional Group, Inc. 180 Maiden Lane New York, New York 10038
Re: American International Group, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed November 2, 2010 File No. 333-169849 Amendment No. 1 to Schedule TO Filed November 2, 2010 File No. 005-36894
Dear Ms. Shannon:
We have reviewed your amended regist ration statement and Schedule TO and have the following comments. Please respond to this letter by amending your registration statement and providing the requested inform ation. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to th ese comments, we may have additional comments. Registration Statement on Form S-4
General
1. Please refer to prior comment one. Due to the significance of the proposed recapitalization, such as th e increase in outstanding common shares, it appears that your financial statements alone would not provide investors with adequate financial information with which to make an investment decision. Please include pro forma financial information to show th e effects of the AIG recapitalization in your next amendment.
Kathleen E. Shannon, Esq. American Interna tional Group, Inc. November 4, 2010 Page 2 Certain aspects of the U.S. federal income tax consequences of exchanging…, page 14
2. We note that in response to our prior comment nine you added a cross reference to the section entitled “Taxation of the Ex change Offer.” In addition to directing investors to that section, please expand your disclosure under this risk factor to clearly describe the ways investors could be adversely affected if the IRS were to challenge your characterization of the excha nge offer. In this regard, it appears that the disclosure will need to address two separate components of the immediate tax effects: (1) the repurchase of the interest in the debe ntures, and (2) the cancellation of the common st ock purchase contracts.
You may contact Frank Wyma n at (202) 551-3660 or Joel Parker at (202) 551- 3651 if you have questions regarding comments on the financial statements and related matters. Please contact Seba stian Gomez Abero at (202) 551-3578 or me at (202) 551- 3715 with any other questions. Sincerely, Jeffrey Riedler Assistant Director Cc: Robert W. Reeder III, Esq. Ann Bailen Fisher, Esq. Glen T. Schleyer, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004
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November 4, 2010
Kathleen E. Shannon, Esq. Senior Vice President and Deputy General Counsel
American Interna tional Group, Inc.
180 Maiden Lane
New York, New York 10038
Re: American International Group, Inc.
Amendment No. 1 to Registration Statement on Form S-4 Filed November 2, 2010
File No. 333-169849 Amendment No. 1 to
Schedule TO
Filed November 2, 2010 File No. 005-36894
Dear Ms. Shannon:
We have reviewed your amended regist ration statement and Schedule TO and
have the following comments. Please respond to this letter by amending your registration
statement and providing the requested inform ation. If you do not believe our comments
apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments. Registration Statement on Form S-4
General
1. Please refer to prior comment one. Due to the significance of the proposed
recapitalization, such as th e increase in outstanding common shares, it appears
that your financial statements alone would not provide investors with adequate
financial information with which to make an investment decision. Please include
pro forma financial information to show th e effects of the AIG recapitalization in
your next amendment.
Kathleen E. Shannon, Esq.
American Interna tional Group, Inc.
November 4, 2010
Page 2
Certain aspects of the U.S. federal income tax consequences of exchanging…, page 14
2. We note that in response to our prior comment nine you added a cross reference
to the section entitled “Taxation of the Ex change Offer.” In addition to directing
investors to that section, please expand your disclosure under this risk factor to clearly describe the ways investors could be adversely affected if the IRS were to
challenge your characterization of the excha nge offer. In this regard, it appears
that the disclosure will need to address two separate components of the immediate tax effects: (1) the repurchase of the interest in the debe ntures, and (2) the
cancellation of the common st ock purchase contracts.
You may contact Frank Wyma n at (202) 551-3660 or Joel Parker at (202) 551-
3651 if you have questions regarding comments on the financial statements and related
matters. Please contact Seba stian Gomez Abero at (202) 551-3578 or me at (202) 551-
3715 with any other questions.
Sincerely,
Jeffrey Riedler
Assistant Director
Cc: Robert W. Reeder III, Esq.
Ann Bailen Fisher, Esq. Glen T. Schleyer, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004