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SEC Company Response from AMERICAN INTERNATIONAL GROUP, (AIG) — Aug 23, 2012

AMERICAN INTERNATIONAL GROUP, INC.
Date: Aug. 23, 2012 · CIK: 0000005272 · Accession: 0001193125-12-366188

AI Filing Summary & Sentiment

File numbers found in text: 333-183034

Referenced dates: August 10, 2012

Date
August 23, 2012
Author
Assistant Director
Form
CORRESP
Company
AMERICAN INTERNATIONAL GROUP, INC.

Letter

Securities and Exchange Commission Division of Corporation Finance Re: American International Group, Inc. Registration Statement on Form S-4 Filed August 2, 2012 File No. 333-183034

Dear Mr. Riedler:

We are in receipt of your letter dated August 10, 2012 concerning the above-captioned filing of American International Group, Inc. (“AIG”). In response to your comment, we intend to file an Amendment No. 1 to the above-referenced Registration Statement on Form S-4.

AIG acknowledges that the adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of AIG, that staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing and that staff comments may not be asserted by AIG as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

To facilitate your review, we have repeated your comment below in bold face type, followed by the response of AIG in regular type.

Exhibit 99.1

1. Please delete the language in the letter of transmittal requiring the holder to acknowledge or certify that he/she “read,” “reviewed” or “understands” all of the terms of the exchange offer.

AIG Response:

Securities and Exchange Commission

-2-

AIG will delete the referenced language from the letter of transmittal in accordance with the staff’s comment. Specifically, on page 9 of the letter of transmittal, we will delete numbered item (i).

* * * * *

Thank you for your consideration of our response. If you have any questions or require any additional information, please do not hesitate to contact the undersigned at (212) 770-6032.

Very truly yours,
/s/ Jeffrey A.
Welikson

Show Raw Text
CORRESP
1
filename1.htm

Response Letter to the SEC

 American International Group, Inc.

August 23, 2012

Mr. Jeffrey Riedler

 Assistant Director

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
 American International Group, Inc.

 Registration Statement on Form S-4

 Filed August 2, 2012

 File No. 333-183034

 Dear Mr. Riedler:

 We are in receipt of your letter dated August
10, 2012 concerning the above-captioned filing of American International Group, Inc. (“AIG”). In response to your comment, we intend to file an Amendment No. 1 to the above-referenced Registration Statement on Form S-4.

AIG acknowledges that the adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of
AIG, that staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the filing and that staff comments may not be
asserted by AIG as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 To facilitate your review, we have repeated your comment below in bold face type, followed by the response of AIG in regular type.

 Exhibit 99.1

1.
 Please delete the language in the letter of transmittal requiring the holder to acknowledge or certify that he/she “read,”
“reviewed” or “understands” all of the terms of the exchange offer.

AIG Response:

 Securities and Exchange Commission

-2-

 AIG will delete the referenced language from the
letter of transmittal in accordance with the staff’s comment. Specifically, on page 9 of the letter of transmittal, we will delete numbered item (i).

 * * * * *

 Thank you for your consideration of our response. If
you have any questions or require any additional information, please do not hesitate to contact the undersigned at (212) 770-6032.

 Very truly yours,

 /s/ Jeffrey A.
Welikson

 Jeffrey A. Welikson

cc:
 Robert W. Reeder III

 Glen T. Schleyer

 (Sullivan & Cromwell LLP)