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| AIG > SEC Filings for AIG > Form 8-K on 20-Apr-2009 | All Recent SEC Filings |
20-Apr-2009
Entry into a Material Definitive Agreement
• The AIG Credit Facility Trust, a trust established for the sole benefit of the United States Treasury (the "Trust"), and the Treasury Department in the aggregate own more than fifty percent of the aggregate voting power of AIG's voting securities.
The Available Amount will be decreased by the aggregate amount of financial
assistance that the Treasury Department provides to AIG, its subsidiaries or any
special purpose vehicle established by or for the benefit of AIG or any of its
subsidiaries after the closing of the purchase and sale of the Securities,
unless otherwise specified by the Treasury Department, in its sole discretion,
under the terms of such financial assistance.
The Purchase Agreement restricts AIG's ability to repurchase capital stock and
requires AIG to continue to maintain policies limiting corporate expenses,
lobbying activities and executive compensation.
Under the Purchase Agreement, AIG is required to submit for approval at its 2009
Annual Meeting of Shareholders the following amendments to its Restated
Certificate of Incorporation:
• a proposal to authorize the Board of Directors of AIG (the "Board") to issue
preferred stock in series with different rankings; and
• a proposal to cause the Series F Preferred Stock of AIG, and any other series of preferred stock initially issued to the Treasury Department to rank senior to all the other series of preferred stock.
In addition, pursuant to the Purchase Agreement, the Treasury Department has the
right to exchange the shares of the Series F Preferred Stock for a new series of
AIG's serial preferred stock with the same terms as the Series F Preferred
Stock, except that the liquidation preference of such new series will be $10,000
per share, or such amount per share as may be reasonably specified by the
Treasury Department based on the number of shares of the new serial preferred
stock to be exchanged.
Following execution of the Purchase Agreement, on April 17, 2009, AIG and the
Treasury Department completed the purchase and sale of the Securities.
Series F Preferred Stock
Dividends on the Series F Preferred Stock are payable, if, and as when declared
by the Board or a duly authorized committee thereof, on a non-cumulative basis,
out of assets legally available therefor, in cash, at the rate per annum of
10 percent of the liquidation preference of the Series F Preferred Stock (the
"Liquidation Preference"). The Liquidation Preference is initially $0 per share
and will be increased pro rata by the amount of each draw down of the
Commitment. The Series F Preferred Stock ranks senior to the Common Stock, ranks
pari passu with the Series E Fixed Rate
Non-Cumulative Perpetual Preferred Stock of AIG (previously issued to the
Treasury Department) and, subject to the approval of the amendments to AIG's
Restated Certificate of Incorporation described above, will rank senior to AIG's
Series C Perpetual, Convertible, Participating Preferred Stock (the "Series C
Preferred Stock") and any other series of preferred stock subsequently issued by
AIG to any person other than the Treasury Department with respect to the payment
of dividends and amounts upon liquidation, dissolution and winding up of AIG.
AIG may redeem the Series F Preferred Stock at the Liquidation Preference, plus
unpaid dividends for the then-current dividend period, at any time that the
Trust or a successor entity beneficially owns less than 30 percent of AIG's
voting securities and no holder of the Series F Preferred Stock controls or has
the potential to control AIG.
Holders of the Series F Preferred Stock will be entitled to vote for the
election of the greater of two additional members of the Board and a number of
directors (rounded upward) equal to 20 percent of the total number of directors
of AIG if dividends payable on the shares of the Series F Preferred Stock have
not been paid for four or more dividend periods, whether or not consecutive
(including for this purpose the period during which the Series D Fixed Rate
Cumulative Perpetual Preferred Stock that was issued to the Treasury Department
on November 25, 2008 was outstanding).
Pursuant the Purchase Agreement, AIG will be obligated, at the request of the
Treasury Department, to file a registration statement under the Securities Act
of 1933 with respect to the Series F Preferred Stock.
Warrant
The Warrant will be exercisable for up to 3,000 shares of Common Stock at an
initial exercise price of $0.000001 per share. The ultimate number of shares of
Common Stock to be issued under the terms of the Warrant and the exercise price
of the Warrant are subject to certain customary anti-dilution adjustments as set
forth in the Warrant certificate, including among others, upon the issuances, in
certain circumstances, of Common Stock or securities convertible into Common
Stock.
The Warrant will have a term of 10 years and may be exercisable at any time, in
whole or in part. The Warrant will not be subject to any contractual
restrictions on transfer other than such as are necessary to ensure compliance
with U.S. federal and state securities laws. The Treasury Department has agreed
that it will not exercise any voting rights with respect to the Common Stock
issued upon exercise of the Warrant. AIG will be obligated, at the request of
the Treasury Department, to file a registration statement with respect to the
Warrant and the Common Stock for which the Warrant can be exercised. If the
Series F Preferred Stock issued in connection with the Warrant is redeemed in
whole or is transferred in whole to one or more unaffiliated third parties, AIG
may repurchase the Warrant and any Common Stock issuable upon exercise of the
Warrant then held by the Treasury Department at any time thereafter for their
fair market value so long as the Treasury Department does not control or have
the potential to control AIG.
The description of the Series F Preferred Stock, the Purchase Agreement and the
Warrant contained herein are summaries and are qualified in their entirety by
reference to the full text of the Certificate of Designations relating to the
Series F Preferred Stock, the Purchase Agreement and the Warrant, which are
attached as Exhibits 3.1, 10.1 and 10.2, respectively, hereto and incorporated
into this Item 1.01 by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The issuance and sale of the Securities were exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) of the Securities Act of 1933.
Item 3.03. Material Modification to Rights of Security Holders.
The holders of the Series F Preferred Stock will have preferential dividend and
liquidation rights over the holders of Common Stock and, if the stockholder
proposals to amend AIG's Restated Certificate of Incorporation described in
Item 1.01 are approved, over the holders of the Series C Preferred Stock and any
other series of preferred stock subsequently issued by AIG to any person other
than the Treasury Department. The applicable terms and preferences attached to
the Series F Preferred Stock are more fully described in Item 1.01 above, and
are contained in the Certificate of Designations, which was filed with the
Secretary of State of the State of Delaware on April 17, 2009.
The above summary is qualified in its entirety by reference to the full text of
the Certificate of Designations relating to the Series F Preferred Stock, which
is attached hereto as Exhibit 3.1 and is incorporated into this Item 3.03 by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April 17, 2009, AIG filed with the Secretary of State of the State of
Delaware a Certificate of Designations to its Restated Certificate of
Incorporation establishing the terms of the Series F Preferred Stock. A copy of
the Certificate of Designations is attached hereto as Exhibit 3.1 and
incorporated into this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
3.1 American International Group, Inc. Certificate of Designations of Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock.
10.1 Securities Purchase Agreement, dated as of April 17, 2009, between American International Group, Inc. and the United States Department of the Treasury.
10.2 Warrant, dated as of April 17, 2009, issued by American International Group, Inc. to the United States Department of the Treasury.
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