AIG Adopts Poison Pill to Shield Tax Break

NEW YORK (TheStreet) - American International Group (AIG) is trying to prevent anyone from acquiring significant ownership stakes in order to protect lucrative tax breaks in the future.

In an announcement on Wednesday, the New York-based insurer said it has adopted a plan to discourage investors from acquiring 5% or more of its common stock. The move comes as AIG prepares for the U.S. government to begin unloading 1.65 billion common shares in smaller tranches in the coming months.

"This Plan is designed to protect AIG's valuable tax assets by reducing the likelihood of an unintended 'ownership change' through actions involving AIG's securities," Chairman Steve Miller said in a statement. "The Plan is particularly important as the U.S. Department of the Treasury begins to reduce its position in AIG."

As of Dec. 31, AIG had nearly $65 billion worth of so-called "carryforwards" - assets that allow a company to offset future taxes due to past losses. Under Internal Revenue Service rules, those assets would lose value if AIG faced an "ownership change" -- which occurs when there's a 50% increase in the number of investors who have stakes of 5% or more.

As part of the plan, AIG is granting investors the right to buy one preferred share for each common share they hold. The grant will come in the form of a dividend that shareholders of record as of March 18 are eligible to receive. Investors who buy stock with the dividend attached after that time and before AIG's common stock goes "ex-dividend" will also be eligible to receive it.

-- Written by Lauren Tara LaCapra in New York.



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