UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

American International Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-2592361
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
     
175 Water Street, New York, New York   10038
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Depositary Shares Each Representing a

1/1,000th Interest in a Share of Series A 5.85%

Non-Cumulative Perpetual Preferred Stock

   New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ¨

 

Securities Act registration statement file number to which this form relates: 333-223282.

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

 

 

 

Item 1.Description of Registrant’s Securities to be Registered.

 

The description of the general terms and provisions of the Series A 5.85% Non-Cumulative Perpetual Preferred Stock, with a stated amount of $25,000 per share (the “Series A Preferred Stock”), of American International Group, Inc. (the “Registrant”) as well as the description of the Registrant’s depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Series A Preferred Stock to be registered hereunder, is incorporated herein by reference to the descriptions included under the captions “Description of the Series A Preferred Stock” and “Description of the Depositary Shares,” respectively, in the Prospectus Supplement, dated as of March 7, 2019, as filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2019, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, to the prospectus, dated as of February 28, 2018, included in the Registration Statement on Form S-3 (No. 333-223282) of the Registrant, as filed with the Commission on February 28, 2018. Such sections are incorporated herein by reference.

 

If any additional securities registered hereby are issued, a prospectus supplement relating to such securities will be filed with the Commission and will be incorporated herein by reference.

 

Item 2.Exhibits.

 

Exhibit No.

  

Description

 

3.1   Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed June 28, 2017)
3.2   Certificate of Designations of the Registrant with respect to the Series A Preferred Stock, dated March 8, 2019, filed with the Secretary of State of the State of Delaware and effective March 11, 2019
3.3   By-laws of the Registrant (as amended on November 16, 2015) (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed November 16, 2015)
4.1   Form of Deposit Agreement, by and among the Registrant, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein
4.2   Form of depositary receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1)
4.3   Filed as Exhibit 3.2

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

AMERICAN INTERNATIONAL GROUP, INC.

(Registrant)

     
Date: March 13, 2019 By:  /s/ James J. Killerlane III
   

Name: 

James J. Killerlane III

    Title:

Associate General Counsel and Assistant Secretary