SEC Company Response from AMERICAN INTERNATIONAL GROUP, (AIG) — May 1, 2009
AMERICAN INTERNATIONAL GROUP, INC.
Date: May 1, 2009 · CIK: 0000005272 · Accession: 0000950123-09-007754
AI Filing Summary & Sentiment
File numbers found in text: 333-158019, 333-158098
Letter
Securities and Exchange Commission Attention: Jeffrey P. Riedler Registration Statement on Form S-4 Filed March 17, 2009 and Documents Incorporated by Reference File No. 333-158019
Re:
Dear Mr. Riedler:
On behalf of American International Group, Inc. (“AIG”), I am transmitting for filing under the Securities Act of 1933, as amended (the “Act”), (i) Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-158019), relating to up to $4,000,000,000 of AIG’s 8.175% Series A-6 Junior Subordinated Debentures which AIG plans to offer in exchange for any and all of its outstanding unregistered 8.175% Series A-6 Junior Subordinated Debentures, and (ii) Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-158098), relating to up to $3,250,000,000 of AIG’s 8.250% Notes due 2018 which AIG plans to offer in exchange for any and all of its outstanding unregistered 8.250% Notes due 2018.
In addition, I am enclosing a letter, dated today, relating to both of the above-referenced Registration Statements on Form S-4 and containing confirmation of AIG’s reliance on the Staff’s position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989), and similar letters, and containing AIG’s representations requested in the Staff’s letter to AIG of April 2, 2009 (comment no. 3).
Securities and Exchange Commission
-2-
Please direct any questions or comments regarding this filing to the undersigned at (212) 770-5123.
Very truly yours,
/s/ Kathleen E. Shannon
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CORRESP
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filename1.htm
CORRESP
[AIG Letterhead]
May 1, 2009
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Jeffrey P. Riedler
Re:
American International Group, Inc.
Registration Statement on Form S-4
Filed March 18, 2009
and Documents Incorporated by Reference
File No. 333-158098
Registration Statement on Form S-4
Filed March 17, 2009
and Documents Incorporated by Reference
File No. 333-158019
Dear Mr. Riedler:
On behalf of American International Group, Inc. (“AIG”), I am transmitting for filing under
the Securities Act of 1933, as amended (the “Act”), (i) Amendment No. 1 to the Registration
Statement on Form S-4 (File No. 333-158019), relating to up to $4,000,000,000 of AIG’s 8.175%
Series A-6 Junior Subordinated Debentures which AIG plans to offer in exchange for any and all of
its outstanding unregistered 8.175% Series A-6 Junior Subordinated Debentures, and (ii) Amendment
No. 1 to the Registration Statement on Form S-4 (File No. 333-158098), relating to up to
$3,250,000,000 of AIG’s 8.250% Notes due 2018 which AIG plans to offer in exchange for any and all
of its outstanding unregistered 8.250% Notes due 2018.
In addition, I am enclosing a letter, dated today, relating to both of the above-referenced
Registration Statements on Form S-4 and containing confirmation of AIG’s reliance on the Staff’s
position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989),
and similar letters, and containing AIG’s representations requested in the Staff’s letter to AIG of
April 2, 2009 (comment no. 3).
Securities and Exchange Commission
-2-
Please direct any questions or comments regarding this filing to the undersigned at (212)
770-5123.
Very truly yours,
/s/ Kathleen E. Shannon
Kathleen E. Shannon
cc:
Robert W. Reeder III
Ann Bailen Fisher
(Sullivan & Cromwell LLP)