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PRICING SUPPLEMENT NO. AIG-FP-28
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FILED PURSUANT TO RULE 424(b)(2) |
DATED JULY 26, 2007
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REGISTRATION NOS. 333-106040; 333-143992 |
TO PROSPECTUS DATED JULY 13, 2007 |
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AND PROSPECTUS SUPPLEMENT DATED JULY 13, 2007 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
FLOATING RATE CMT NOTES DUE AUGUST 7, 2008
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Principal Amount: U.S.$40,000,000
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Issue Date: August 7, 2007 |
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Agents Discount or Commission: None
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Maturity Date: August 7, 2008 |
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Net Proceeds to Issuer: U.S.$40,000,000
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Interest: A single U.S.
dollar amount equal to the
Principal Amount multiplied by
the per annum rate of
1 Year CMT plus 45 basis points |
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Interest Payment Date: August 7, 2008 |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QCK2 |
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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 |
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Lehman Brothers Inc.
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U.S.$40,000,000
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Capacity:
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o Agent
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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. |
Payment at Maturity:
The notes will be redeemed, on the Maturity Date, at 100% of the principal amount of the notes plus
Interest. If the Maturity Date is not a New York business day, such sum will be payable on the
following New York business day (without any interest or other payment in respect of such delay).
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 using the date of acceleration as the Observation Date.
In case of default in payment of the notes, whether on the Maturity Date or upon acceleration, from
and after that date the notes will bear interest, payable upon demand of their holders, at the
interest rate applicable 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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1 Year CMT:
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Means the 1-year Constant Maturity US Treasury yield which appears on the Reuters
Screen FRBCMT Page on the Observation Date. If such rate does not appear on the Reuters
Screen FRBCMT Page or the Reuters Screen FRBCMT Page is unavailable, 1 Year CMT is the 1-year
Constant Maturity US Treasury yield as set forth in Federal Reserve Statistical Release H.15
on the Observation Date. |
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Observation Date:
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Means the day which is five (5) New York business
days prior to the Maturity Date or, in the case of
an Event of Default and acceleration, the date of
acceleration. |
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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. |
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 13, 2007.
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.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The notes are short-term notes for U.S. federal income tax purposes. Please see especially
the discussion of the U.S. federal income tax consequences of owning and disposing of short-term
notes under the heading United States Taxation United States Holders Original Issue
Discount Short-Term Notes and United States Taxation United States Holders Purchase,
Sale and Retirement of the Notes in the accompanying prospectus supplement.
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 Certain U.S. Federal Income Tax Consequences 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.
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.