424B2
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PRICING SUPPLEMENT NO. AIG-FP-19
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FILED PURSUANT TO RULE 424(b)(2) |
DATED JUNE 5, 2007
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REGISTRATION NO. 333-106040 |
TO PROSPECTUS DATED JULY 24, 2006 |
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AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
CMS INVERSE FLOATER NOTES DUE JUNE 14, 2012
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Principal Amount: U.S.$50,000,000
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Issue Date: June 14, 2007 |
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Agents Discount or Commission: None
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Maturity Date: June 14, 2012 |
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Net Proceeds to Issuer: U.S.$50,000,000
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Interest Rate: For the
Interest Accrual Period
commencing on the Issue
Date and ending on
September 14, 2007, 5.45%
per annum.
For each Interest Accrual
Period commencing on or
after September 14, 2007,
the interest rate per annum
shall be 10.84% minus the
Reference Rate on the
related Interest
Determination Date;
provided, however, that if
the rate so calculated
shall be less than 0.00%,
then such interest rate per
annum shall equal 0.00%,
and if the rate so
calculated shall be greater
than 10.84%, then such
interest rate per annum
shall equal 10.84%. |
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Interest Payment Dates: Quarterly, on the 14th
calendar day in each of March, June, September and
December, commencing September 14, 2007 and ending
on the Maturity Date, subject to adjustment using
the Modified Following Business Day Payment
Convention.
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Interest Accrual Periods: The quarterly period from
and including the Issue
Date (in the case of the
first Interest Accrual
Period) or previous Period
End Date, as applicable, to
but excluding the next
Period End Date. |
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Period End Dates: Quarterly, on the 14th
calendar day in each of March, June, September and
December, commencing September 14, 2007 and ending
on the Maturity Date, not subject to adjustment,
whether or not such dates are Business Days.
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Reference Rate: Means the
5-Year Constant Maturity
Swap rate, as published by
the Federal Reserve Board
in the Federal Reserve
Statistical Release H.15
and reported on Reuters
ISDAFIX1 or any successor
page thereto at 11:00 a.m.
New York time. If the
5-Year Constant Maturity
Swap rate does not appear
on Reuters Screen ISDAFIX1
on any date, such rate for
such date shall be
determined as if the
parties had specified
USD-CMS-Reference Banks
(as defined below) as the
rate (or rates) that does
not appear on Reuters
Screen ISDAFIX1. |
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Form: þ Book Entry o Certificated
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CUSIP No.:02687QCA4 |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations
(If other than U.S.$1,000
and integral multiples of
U.S.$1,000 in excess
thereof): N/A |
The notes are being placed through or purchased by the Agents listed below:
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Agent |
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Principal Amount |
Lehman Brothers Inc.
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U.S.$50,000,000 Capacity: o Agent þ Principal |
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If as Agent:
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The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
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o The notes are being offered at varying prices related to prevailing market prices at the time of
resale. |
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þ The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes, will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Maturity Date, upon redemption, or upon
acceleration, from and after that date the notes will bear interest, payable upon demand of their
holders, at the rate equal to the interest applicable to the Interest Accrual Period or portion
thereof as of the date on which the default occurs, to the extent that payment of interest is
legally enforceable on the unpaid amount due and payable on that date in accordance with the terms
of the Notes to the date payment of that amount has been made or duly provided for.
Other Provisions:
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Modified Following Business Day
Convention
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Means the convention for adjusting any
relevant date if it would otherwise fall
on a day that is not a Business Day.
When used in conjunction with a date,
this convention shall mean that an
adjustment will be made such that if that
date would otherwise fall on a day that
is not a Business Day, that date as
adjusted will be the first following day
that is a Business Day, unless the
proposed adjusted date would fall in the
next calendar month, in which case the
adjusted date will be the first preceding
day that is a Business Day. |
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Interest Determination Date
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Means, in respect of an Interest Accrual
Period commencing on or after September
14, 2007, the day that is two (2)
Business Days prior to the beginning of
such Interest Accrual Period. |
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Business Day
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Means any day other than a day that (i)
is a Saturday or Sunday, (ii) is a day on
which banking institutions generally in
the City of New York are authorized or
obligated by law, regulation or executive
order to close or (iii) is a day on which
transactions in dollars are not conducted
in the City of New York. |
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U.S. Government Securities
Business Day
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Means any day except for Saturday,
Sunday, or a day on which The Bond Market
Association recommends that the fixed
income departments of its members be
closed for the entire day for purposes of
trading in U.S. government securities. |
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USD-CMS-Reference Banks
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An interest rate determined on the basis
of the mid-market semi-annual swap rate
quotations provided by the principal New
York City office of each of five leading
swap dealers in the New York interbank
market (the Reference Banks) at
approximately 11:00 a.m., New York City
time on the day that is two U.S.
Government Securities Business Days
preceding the applicable date; and for
this purpose, the semi-annual swap rate
means the mean of the bid and offered
rates for the semi-annual fixed leg,
calculated on a 30/360 day count basis,
of a fixed-for-floating U.S. dollar
interest rate swap transaction with a
term equal to 5 years, with an
acknowledged dealer of good credit in the
swap market, where the floating leg,
calculated on an actual/360 day count
basis, is equivalent to USD-LIBOR-BBA
with a designated maturity of three
months.
The Calculation Agent will request the Reference Banks to provide a
quotation of its rate. If at least three quotations are provided,
the rate for the applicable date will be the |
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arithmetic mean of the
quotations, eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest). If two quotations are
provided, the rate for the applicable date will be the arithmetic
mean of the two quotations. If one quotation is provided, the rate
for the applicable date will be that single quotation provided. If
no quotations are provided, the rate for the applicable date will be
determined by the Calculation Agent in good faith and in a
commercially reasonable manner. |
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Day Count Convention:
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30/360 |
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Calculation Agent:
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AIG Financial Products Corp. |
Examples of Calculation of Interest Rate:
Example 1: Assuming the Reference Rate is 5.45% on the applicable Interest Determination Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 5.39% calculated as
follows: 10.84% 5.45% = 5.39%.
Example 2: Assuming the Reference Rate is 11.00% for the applicable Interest Determination Date,
the Interest Rate per annum for the applicable Interest Accrual Period would be 0.00% calculated as
follows: 10.84% 11.00% = -0.16%. Since -0.16 is less than 0.00%, the Interest Rate per annum for
the applicable Interest Accrual Period would be 0.00%.
Example 3: Assuming the Reference Rate is 10.00% for the applicable Interest Determination Date,
the Interest Rate per annum for the applicable Interest Accrual Period would be 0.84% calculated as
follows: 10.84% 10.00% = 0.84%.
RISK FACTORS
Investing in the notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including, but not limited to, the inverse manner in
which the interest rate of the notes will vary, fluctuations in the 5-year Constant Maturity Swap
(CMS) Rate, and other events that are difficult to predict and beyond AIGs control. Accordingly,
prospective investors should consult their financial and legal advisors as to the risks entailed by
an investment in the notes and the suitability of the notes in light of their particular
circumstances.
The interest rate of the notes varies inversely to their reference floating rate index, resulting
in greater market value volatility as compared to conventional floating rate notes.
The notes are inverse floating rate notes which (after the initial Interest Accrual Period) have
an interest rate equal to a fixed rate minus a rate based upon the 5-year CMS Rate. Therefore, the
interest rate on the notes will vary inversely with the 5-year CMS Rate: the interest rate on the
notes generally increases (up to a maximum rate of 10.84% per annum) when the 5-year CMS Rate
decreases, and decreases (to as low as 0%) when the 5-year CMS Rate increases. The market values
of the notes typically will be more volatile than market values of our conventional floating rate
notes based on the same 5-year CMS Rate and with otherwise comparable terms. Inverse floating rate
notes such as the notes are more volatile because an increase in the applicable rate index (in this
case, the 5-year CMS Rate) not only decreases the interest rate of the notes, but also reflects an
increase in prevailing interest rates, which further adversely affects the market value of these
notes.
Historical performance of the 5-year CMS Rate should not be taken as an indication of the future
performance of the 5-year CMS Rate during the term of the notes.
It is impossible to predict whether the Reference Rate will increase or decrease. The Reference
Rate will be influenced by complex and interrelated political, economic, financial and other
factors; therefore, the historical performance of the 5-year CMS Rate should not be taken as an
indication of the future performance of that rate during the term of the notes.
Factors that may affect the level of the 5-year CMS Rate include monetary policy, interest rate
volatility, interest rate levels and the inflation rate.
The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally the 5-year
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CMS Rate
on any day and expectations relating to the future level of the
5-year CMS Rate will affect the market value of the notes more than any
other single factor. Other factors that may influence the market value of the notes include:
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supply and demand for the notes, including inventory positions held by any market maker; |
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economic, financial, political and regulatory or judicial events that affect financial
markets generally; interest rates in the market generally; |
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the time remaining to maturity; and |
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our creditworthiness and credit ratings. |
There may not be an active trading market in the notes and sales prior to maturity may result in
losses.
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a secondary market for the notes develops, it
may not provide significant liquidity or result in trading of notes at prices advantageous to you.
Sales in the secondary market may result in significant losses. Lehman Brothers Inc. currently
intends to act as market maker for the notes, but they are not required to do so, and may stop
doing so at any time. We expect there will be little or no liquidity in the notes. The prices
that may be offered in the secondary market for the notes will be discounted to reflect hedging and
other costs and, among other things, changes of and volatility in interest rates in the market.
Trading by certain of our affiliates in the U.S. Dollar swap rate market may impair the value of
the notes.
Certain of our affiliates, including our subsidiary AIG Financial Products Corp. are active
participants in the U.S. Dollar swap rate market as dealers, proprietary traders and agents for our
customers, and therefore at any given time may be a party to one or more transactions related to
the 5-year CMS Rate. In addition, we or one or more of our affiliates may hedge our exposure under
the notes by entering into various transactions. We may adjust these hedges at any time and from
time to time. Our trading and hedging activities or other financial activity of ours or our
affiliates may have a material adverse effect on the 5-year CMS Rate and may affect the return on
your investment in the notes. It is possible that we or our affiliates could receive significant
returns from these hedging activities while the value of or amounts payable under the notes may
decline.
The inclusion of compensation and projected profits from hedging in the original issue price is
likely to adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
we, any of our affiliates or any market maker are willing to purchase the notes in secondary market
transactions will likely be lower, and may be materially lower, than the price at which we sold the
notes to the Agent. In addition, any such prices may differ from values determined by pricing
models used by us or any of our affiliates or any market maker as a result of dealer discounts,
mark-ups or other transactions.
ERISA CONSIDERATIONS
The notes may not be purchased or held by any employee benefit plan or other plan or account
that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) or
Section 4975 of the Code (each, a plan), or by any entity whose underlying assets include plan
assets by reason of any plans investment in the entity (a plan asset entity), unless in each
case the purchaser or holder is eligible for exemptive relief from the prohibited transaction rules
of ERISA and Section 4975 of the Code under a prohibited transaction class exemption issued by the
Department of Labor or another applicable statutory or administrative exemption. Each purchaser or
holder of the notes will be deemed to represent that either (1) it is not a plan or plan asset
entity and is not purchasing the notes on behalf of or with plan assets or (2) with respect to the
purchase and holding, it is eligible for relief under a prohibited transaction class exemption or
other applicable statutory or administrative exemption from the prohibited transaction rules of
ERISA and Section 4975 of the Code. The foregoing supplements the discussion under ERISA
Considerations in the base prospectus dated July 24, 2006.
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USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG Financial
Products Corp. or certain of its subsidiaries for use for general corporate purposes.
HISTORICAL INFORMATION ON REFERENCE RATE
The following graph sets forth the 5-Year Constant Maturity Swap rate for the years indicated.
You should not take the past performance of the rate as an indication of future performance.
Source: Bloomberg L.P.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
For the reasons described below, we believe that the notes should be characterized as
variable rate notes for U.S. federal income tax purposes and we intend to treat the notes as
such. For a summary of the material U.S. federal income tax consequences of owning variable rate
notes, please see the description under the heading United States Taxation United States
Holders Original Issue Discount Variable Rate Notes in the accompanying prospectus
supplement.
Under the applicable U.S. Treasury Regulations governing original issue discount on debt
instruments, a debt instrument is a variable rate note if it provides for interest at an
objective rate (that is, a rate determined using a single interest rate formula based on
objective financial or economic information), unless the notes are reasonably expected to provide
for significant front-loading or back-loading of interest. We have concluded that the notes are
not reasonably expected to provide for significant front-loading or back-loading of interest.
You should be aware that our expectations regarding front-loading and back-loading of
interest are only applicable for purposes of determining the tax treatment of your notes. We are
not making any representation or prediction regarding the actual amount of interest that may be
payable on your note.
Alternatively, if the notes were found to have significant front-loading or back-loading of
interest, it is possible that your notes could be characterized as contingent payment obligations
subject to rules described under the heading United States Taxation United States Holders
Original Issue Discount Notes Subject to the Contingent Payment Obligation Rules in the
accompanying prospectus supplement. In that case, among other differences, as more completely
described in the prospectus supplement, United States Holders of the notes that otherwise use the
cash receipts and disbursements method of accounting would be required to use an accrual method of
accounting in determining their income from ownership of the notes, and gain from a sale,
redemption or exchange of the notes would be treated as ordinary income rather than capital gain.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial
public offering price, the net proceeds to the issuer, the identities of the initial purchasers or
agents, the information under Examples of Calculation of Interest Rate, Certain U.S. Federal
Income Tax Consequences, ERISA Considerations and Risk Factors above, and the following two
paragraphs, will be incorporated by reference into the Global Security representing all the
Medium-Term Notes, Series AIG-FP.
We are offering notes on a continuing basis through AIG Financial Securities Corp., ABN AMRO
Incorporated, Banca IMI S.p.A., Banc of America Securities LLC, Barclays Capital Inc., Bear,
Stearns & Co. Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Capital Markets,
Inc., Calyon Securities (USA) Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC, Daiwa Securities America Inc., Daiwa Securities SMBC Europe Limited, Deutsche Bank Securities
Inc., Goldman, Sachs & Co., Greenwich Capital Markets, Inc., HSBC Securities (USA) Inc., J.P.
Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Morgan Stanley & Co.
Incorporated, RBC Capital Markets Corporation, Santander Investment Securities Inc., Scotia Capital
(USA) Inc., SG Americas Securities, LLC, TD Securities (USA) LLC, UBS Securities LLC, and Wachovia
Capital Markets, LLC, as agents, each of which has agreed to use its best efforts to solicit offers
to purchase notes. We may also accept offers to purchase notes through other agents. See Plan of
Distribution in the accompanying prospectus supplement. To date, including the notes described by
this pricing supplement, we have accepted offers to purchase approximately $3.9 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $342,817,000 aggregate principal amount (or its
equivalent in one or more foreign currencies) of Series AIG-FP notes.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the notes or determined if the prospectus, the prospectus supplement or
this pricing supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
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