424B2
TABLE OF CONTENTS
|
|
|
PRICING SUPPLEMENT NO. AIG-FP-29
|
|
FILED PURSUANT TO RULE 424(b)(2) |
DATED SEPTEMBER 27, 2007
|
|
REGISTRATION NOS. 333-106040; 333-143992 |
TO PROSPECTUS DATED JULY 13, 2007 |
|
|
AND PROSPECTUS SUPPLEMENT DATED JULY 13, 2007 |
|
|
AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
LIBOR RANGE NOTES DUE SEPTEMBER 28, 2022
|
|
|
|
|
|
Principal Amount: U.S.$4,317,000
|
|
Issue Date: September 28, 2007 |
|
|
|
Agents Discount or Commission: 1.50% of Principal
Amount
|
|
Stated Maturity Date: September 28, 2022 |
|
|
|
Net Proceeds to Issuer: U.S.$4,252,245
|
|
Interest Rate: For each Interest Accrual Period from and including the
Interest Accrual Period commencing on
the Issue Date to and including the
Interest Accrual Period ending on
September 28, 2009: 7.00% times
Interest Accrual Factor |
|
|
|
|
|
For each Interest Accrual Period from
and including the Interest Accrual
Period commencing on September 28, 2009
to and including the Interest Accrual
Period ending on September 28, 2011: 8.00% times Interest Accrual Factor |
|
|
|
|
|
For each Interest Accrual Period from
and including the Interest Accrual
Period commencing on September 28, 2011
to and including the Interest Accrual
Period ending on September 28, 2022: 9.00% times Interest Accrual Factor |
|
|
|
Interest Payment Dates: Quarterly, on the
28th day of each March, June, September
and December, commencing December 28, 2007 and
ending on the Maturity Date (whether the Stated
Maturity Date or an earlier Redemption Date),
subject to adjustment using the Modified Following
Business Day Convention.
|
|
Interest Accrual Factor: For any
Interest Accrual Period, the number of
calendar days during that Interest
Accrual Period in respect of which 3m
USD LIBORREF is greater than
or equal to the applicable Lower LIBOR
Barrier and less than or equal to the
applicable Upper LIBOR Barrier, divided
by the total number of calendar days in
such Interest Accrual Period. |
|
|
|
Period End Dates: Quarterly, on the 28th
day of each March, June, September and December,
commencing December 28, 2007 and ending on the
Maturity Date, such dates not subject to adjustment
whether or not such dates are Business Days.
|
|
Interest Accrual Periods: The
quarterly period from and including the
Issue Date (in the case of the first
Interest Accrual Period) or the
previous Period End Date, as
applicable, to but excluding the next
Period End Date. |
|
|
|
|
|
Reference Rate Cut-Off: Beginning with
the Interest Accrual Period commencing
on the Issue Date, for each calendar
day in an Interest Accrual Period
starting on, and including, the seventh
Business Day prior to the Period End
Date for such Interest Accrual Period
and ending on and excluding such Period
End Date, 3m USD LIBORREF
will be equal to 3m USD
LIBORREF as determined on
the seventh Business Day prior to such
Period End Date. |
|
|
|
Form: þ Book Entry o Certificated
|
|
CUSIP No.: 02687QCL0 |
|
|
|
Specified Currency (If other than U.S. dollars): N/A
|
|
Authorized Denominations (If other than
U.S.$1,000 and integral multiples of
U.S.$1,000 in excess thereof): U.S.
$10,000 and multiples of U.S $1,000 in
excess thereof. |
The notes are being placed through or purchased by the Agents listed below:
|
|
|
|
|
|
|
|
|
Agent |
|
Principal Amount |
|
|
|
|
|
|
Banc of America Securities LLC
|
|
U.S.$4,317,000
|
|
Capacity:
|
|
o Agent
|
|
þ Principal |
|
|
|
|
|
|
|
|
|
|
|
|
If as Agent:
|
|
The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
|
|
þ The notes are being offered at varying prices related to prevailing market prices at the time of resale. |
|
|
o The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of five (5) Business Days, at 100% of the Principal Amount, on the Interest Payment Date
scheduled to fall on December 28, 2007 and on each Interest Payment Date thereafter (such date, the
Redemption Date).
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 Stated 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:
|
|
|
Modified Following Business
Day Convention
|
|
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 will be adjusted to 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. |
|
|
|
Maturity Date
|
|
The earlier of the Stated Maturity Date or a Redemption Date. |
|
|
|
Business Day
|
|
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 or London, England 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 or London, England. |
P-2
|
|
|
3m USD LIBOR
REF
|
|
For any day within an Interest Accrual Period, the rate for
deposits in U.S. Dollars for a designated maturity of 3 months which appears on Reuters Page
LIBOR01 as of 11:00 a.m. London time on such day (or if such day is not a London business day,
on the immediately preceding London business day), subject to the Reference Rate Cut Off
provisions above. |
|
|
|
Lower LIBOR Barrier
|
|
0.00% |
|
|
|
Upper LIBOR Barrier
|
|
For the period from and including the Issue Date to
but excluding September 28, 2011: 6.75%. For the
period from and including September 28, 2011 to but
excluding September 28, 2022: 7.00%. |
|
|
|
Day Count Convention:
|
|
30/360 |
|
|
|
Calculation Agent:
|
|
AIG Financial Products Corp. (AIG-FP) |
Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 91-day Interest Accrual Period commencing on or after September
28, 2007 and ending prior to September 28, 2009, the value of 3m USD LIBORREF is greater
than or equal to 0.00000% and less than or equal to the applicable Upper LIBOR Barrier on every
calendar day in the applicable Interest Accrual Period, on the applicable Interest Payment Date,
the Interest Rate per annum for the applicable Interest Accrual Period would be 7.00000% calculated
as follows: 7.00000% x 91/91 = 7.00000% per annum.
Example 2: Assuming that, during a 91-day Interest Accrual Period commencing on or after September
28, 2007 and ending prior to September 28, 2009, the value of 3m USD LIBORREF is less
than 0.00% or greater than the applicable Upper LIBOR Barrier on every calendar day in the
applicable Interest Accrual Period, on the applicable Interest Payment Date, the Interest Rate per
annum for the applicable Interest Accrual Period would be 0.00000% calculated as follows: 7.00000%
x 0/91 = 0.00000% per annum.
Example 3: Assuming that, during a 91-day Interest Accrual Period commencing on or after September
28, 2007 and ending prior to September 28, 2009, the value of 3m USD LIBORREF is greater
than or equal to 0.00000% and less than or equal to the applicable Upper LIBOR Barrier on 50
calendar days in the applicable Interest Accrual Period, on the applicable Interest Payment Date,
the Interest Rate per annum for the applicable Interest Accrual Period would be 3.84615% calculated
as follows: 7.00000% x 50/91 = 3.84615% per annum.
Example 4: Assuming that, during a 91-day Interest Accrual Period commencing on or after September
28, 2011 and ending prior to September 28, 2022, the value of 3m USD LIBORREF is greater
than or equal to 0.00000% and less than or equal to the applicable Upper LIBOR Barrier on 20
calendar days in the applicable Interest Accrual Period, on the applicable Interest Payment Date,
the Interest Rate per annum for the applicable Interest Accrual Period would be 1.97802% calculated
as follows: 9.00000% x 20/91 = 1.97802% per annum.
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, fluctuations in 3m USD
LIBORREF 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.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the applicable LIBOR rate will
affect whether or not and the extent to which you will receive interest on the notes in any
Interest Accrual Period.
The maximum Interest Rates on the notes are, at all times to but excluding September 28, 2009,
7.00%; and at all times from and including September 28, 2009 to but excluding September 28, 2011,
8.00%; and at all times from and including September 28, 2011 to but excluding September 28, 2022,
9.00%. However, for every day during an Interest Accrual Period on which 3m USD
LIBORREF is below the Lower LIBOR Barrier or above the applicable Upper LIBOR Barrier,
the applicable Interest Rate for that Interest Accrual Period will be reduced, and accordingly,
your return for any Interest Accrual
P-3
Period over the life of the notes could be significantly less than maximum Interest Rate for that
Interest Accrual Period. If 3m USD LIBORREF is below the Lower LIBOR Barrier or above
the applicable Upper LIBOR Barrier on every day in any Interest Accrual Period, the applicable
Interest Rate for that Interest Accrual Period will be zero.
Historical performance of 3m USD LIBORREF should not be taken as an indication of the
future performance of 3m USD LIBORREF during the term of the notes.
It is impossible to predict whether 3m USD LIBORREF will increase or decrease. 3m USD
LIBORREF will be influenced by complex and interrelated political, economic, financial
and other factors; therefore, the historical performance of 3m USD LIBORREF should not
be taken as an indication of future performance thereof during the term of the notes.
Factors that may affect the level of 3m USD LIBORREF include monetary policy, interest
rate volatility, interest rate levels and the inflation rate.
Please note that historical trends are not indicative of future behavior of 3m USD
LIBORREF.
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 (or 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.
Market factors may influence whether we exercise our right to redeem the notes prior to their
scheduled maturity.
It is more likely that we will redeem the notes prior to their Stated Maturity Date to the extent
that the calculation of the Interest Rate results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their Stated Maturity Date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your investment in the notes. Your ability to realize market value appreciation and
any interest is limited by our right to redeem the notes prior to their scheduled maturity.
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. Banc of America Securities LLC
currently intends to act as market makers for the notes, but it is 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.
P-4
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 3m USD LIBORREF on any day and expectations
relating to the future level of 3m USD LIBORREF 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:
|
|
|
supply and demand for the notes, including inventory positions held by any market maker; |
|
|
|
|
economic, financial, political and regulatory or judicial events that affect financial
markets generally; interest rates in the market generally; |
|
|
|
|
the time remaining to maturity; |
|
|
|
|
our right to redeem the notes; and |
|
|
|
|
our creditworthiness and credit ratings. |
We may have conflicts of interests arising from our relationships with the Calculation Agent.
You should be aware that AIG-FP, our subsidiary, in its capacity as Calculation Agent for the
notes, is under no obligation to take your interests into consideration in determining the number
of days on which interest will accrue, and is only required to act in good faith and in a
commercially reasonable manner. AIG-FP as Calculation Agent will, among other things, also
determine the applicable Interest Rate payment to be made on the notes. Because these
determinations by the Calculation Agent will affect the interest payments and the payment at
maturity on the notes, conflicts of interest may arise in connection with its performance of its
role as Calculation Agent.
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-FP or certain
of its subsidiaries for use for general corporate purposes.
P-5
HISTORICAL INFORMATION ON 3M USD LIBORREF
The following graph sets forth the historical levels of 3m USD LIBORREF for the years
indicated. You should not take the past performance of 3m USD LIBORREF as an indication
of future performance.
Source: Bloomberg L.P. (without independent verification)
P-6
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
We will treat the notes as contingent payment obligations. Special U.S. federal income tax rules
apply to contingent payment obligations. These rules are described under the heading United
States Taxation Original Issue Discount Notes Subject to Contingent Payment Obligation Rules
in the Prospectus Supplement.
The U.S. Treasury Regulations discussing the U.S. federal income tax treatment of contingent
payment obligations require the issuer of such notes to provide the purchaser with the comparable
yield of a hypothetical AIG debt instrument with terms similar to the notes, but without any
contingent payments, and a projected payment schedule for payments on the notes. The comparable
yield and projected payment schedule will be provided by the chief financial officer of AIG
Financial Products Corp. at AIG Financial Products Corp., 50 Danbury Road, Wilton, CT 06897-4444,
Tel. (203) 222-4700.
As indicated in the Prospectus Supplement, the treatment of contingent payment obligations subject
to optional redemption rights is uncertain. If the Internal Revenue Service were to require that
we not take into account the probability of exercise of the call option for purposes of calculating
the comparable yield and projected payment schedule, which will be made available to you as set
forth above, then the amount of income to be accrued would likely be different.
The comparable yield and projected payment schedule available as set forth
above are being provided to you solely for the purpose of determining the
amount of interest that accrues in respect of your note for U.S. federal income
tax purposes, and none of AIG or its affiliates or agents is making any
representation or prediction regarding the actual amount of interest (if any)
that may be payable, or the likelihood of the notes being redeemed prior to the
Stated Maturity Date.
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.
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.
P-7