NEW YORK--(BUSINESS WIRE)--Jan. 8, 2014--
American International Group, Inc. (NYSE: AIG) announced today that its
Board of Directors has adopted Amendment No. 1 to AIG’s Tax Asset
Protection Plan (the Plan). The Plan, which is designed to protect AIG’s
substantial tax assets, was originally scheduled to expire at the close
of business on March 9, 2014 (subject to other earlier termination
events as described in the Plan). Amendment No. 1 to the Plan extends
the expiration date of the Plan to January 8, 2017 (subject to other
earlier termination events as described in the Plan). As of December 31,
2013, AIG had significant U.S. federal net operating loss carryforwards,
capital loss carryforwards and foreign tax credits.
AIG’s ability to use its tax attributes may be significantly limited if
there were an “ownership change” as defined under Section 382 of the
Internal Revenue Code and related Internal Revenue Service
pronouncements. In general, an ownership change will occur when the
percentage of AIG’s ownership (by value) of one or more “5-percent
shareholders” (as defined in the Code) has increased by more than 50
percent over the lowest percentage owned by such shareholders at any
time during the prior three years (calculated on a rolling basis).
As part of the Plan, in 2011, the AIG Board of Directors declared a
dividend of one preferred share purchase right (a Right) for each
outstanding share of AIG common stock, par value $2.50 per share (AIG
common stock). The Rights were distributed to shareholders of record as
of March 18, 2011 and to holders of AIG common stock issued after that
The Plan is designed to reduce the likelihood that AIG will experience
an ownership change by discouraging any person from becoming a 5-percent
shareholder. There is no guarantee, however, that the Plan will prevent
AIG from experiencing an ownership change.
AIG’s Board of Directors has the discretion under certain circumstances
to exempt acquisitions of AIG securities from the provisions of the
Plan. The Plan may be further amended by the Board at any time. AIG
expects to ask shareholders to ratify Amendment No. 1 to the Plan at the
next Annual Meeting of Shareholders. AIG’s Board of Directors also
expects to recommend to shareholders to approve a three year extension
of the tax asset protection provisions in AIG’s Restated Certificate of
Incorporation at the next Annual Meeting of Shareholders.
Additional information regarding Amendment No. 1 to the Plan will be
contained in a Form 8-K and in a Registration Statement on Form 8-A/A
that AIG is filing with the Securities and Exchange Commission.
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Certain statements in this press release constitute forward-looking
statements. These statements are not historical facts but instead
represent only AIG’s belief regarding future events, many of which, by
their nature, are inherently uncertain and outside AIG’s control. It is
possible that actual results will differ, possibly materially, from the
anticipated results indicated in these statements. Factors that could
cause actual results to differ, possibly materially, from those in the
forward-looking statements are discussed throughout AIG’s periodic
filings with the SEC pursuant to the Securities Exchange Act of 1934.
# # #
American International Group, Inc. (AIG) is a leading international
insurance organization serving customers in more than 130 countries. AIG
companies serve commercial, institutional, and individual customers
through one of the most extensive worldwide property-casualty networks
of any insurer. In addition, AIG companies are leading providers of life
insurance and retirement services in the United States. AIG common stock
is listed on the New York Stock Exchange and the Tokyo Stock Exchange.
Additional information about AIG can be found at www.aig.com
| YouTube: www.youtube.com/aig
| LinkedIn: http://www.linkedin.com/company/aig
AIG is the marketing name for the worldwide property-casualty, life and
retirement, and general insurance operations of American International
Group, Inc. For additional information, please visit our website at www.aig.com.
All products and services are written or provided by subsidiaries or
affiliates of American International Group, Inc. Products or services
may not be available in all countries, and coverage is subject to actual
policy language. Non-insurance products and services may be provided by
independent third parties. Certain property-casualty coverages may be
provided by a surplus lines insurer. Surplus lines insurers do not
generally participate in state guaranty funds, and insureds are
therefore not protected by such funds.
American International Group, Inc.
Jon Diat (Media): 212-770-3505; firstname.lastname@example.org
Werner (Investors): 212-770-7074; email@example.com