424b2
The information in this preliminary pricing supplement is not complete and may be changed. None of
this preliminary pricing supplement, the prospectus supplement or the prospectus is an offer to
sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted.
|
|
|
|
|
|
SUBJECT TO COMPLETION, DATED OCTOBER 1, 2007
|
|
FILED PURSUANT TO RULE 424(b)(2) |
PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-33
|
|
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,
CMS RANGE NOTES DUE OCTOBER [26], 2017
|
|
|
Principal Amount: U.S.$[ ]
|
|
Issue Date: October [26], 2007 |
|
|
|
Agents Discount or Commission: 1.50% of Principal
Amount
|
|
Stated Maturity Date: October [26], 2017 |
|
|
|
Net Proceeds to Issuer: U.S.$ [ ]
|
|
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 October [26], 2009: 7.00% times Interest
Accrual Factor |
|
|
|
|
|
For each Interest Accrual Period from and including the
Interest Accrual Period commencing on October [26],
2009 to and including the Interest Accrual Period ending
on October [26], 2017: [at least 8.00%]%*
times
Interest Accrual Factor |
|
|
|
|
|
* The actual percentage to be used here will be
determined on the date of pricing of the notes and
specified in the final pricing supplement. |
|
|
|
Interest Payment Dates: Quarterly, on the [26]th day
of each
January, April, July and October, commencing January [26],
2008 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 the applicable
Reference Rate is greater than or equal to 0.00% and less
than or equal to 6.75%, divided by the total number of
calendar days in such Interest Accrual Period. |
|
|
|
Period End Dates: Quarterly, on the [26]th day of each
January, April, July and October, commencing January [26],
2008 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, applicable
Reference Rate will be equal to the applicable
Reference
Rate as determined on the seventh Business Day prior to
such Period End Date. |
|
|
|
Form: þ Book Entry o Certificated
|
|
CUSIP No.: 02687QCQ9 |
|
|
|
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 $1,000 in excess thereof. |
The notes are being placed through or purchased by the Agents listed below:
|
|
|
|
|
|
|
|
|
Agent |
|
Principal Amount |
|
|
|
|
|
|
Banc of America Securities LLC
|
|
U.S.$ [ ]
|
|
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 January [26], 2008 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
|
|
|
Reference Rate
|
|
Means an amount equal to the Applicable CMS rate for the applicable period as
described in the following table: |
|
|
|
|
|
From and including |
|
To but excluding |
|
Applicable CMS rate |
Issue Date
|
|
October [26], 2008
|
|
10CMS |
October [26], 2008
|
|
October [26], 2009
|
|
9CMS |
October [26], 2009
|
|
October [26], 2010
|
|
8CMS |
October [26], 2010
|
|
October [26], 2011
|
|
7CMS |
October [26], 2011
|
|
October [26], 2012
|
|
6CMS |
October [26], 2012
|
|
October [26], 2013
|
|
5CMS |
October [26], 2013
|
|
October [26], 2014
|
|
4CMS |
October [26], 2014
|
|
October [26], 2015
|
|
3CMS |
October [26], 2015
|
|
October [26], 2016
|
|
2CMS |
October [26], 2016
|
|
October [26], 2017
|
|
1CMS |
|
|
|
|
|
For any tenor, x, xCMS is the x-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 10CMS, 9CMS,
8CMS, 7CMS, 6CMS, 5CMS, 4CMS, 3CMS, 2CMS or 1CMS, as applicable, 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. |
|
|
|
USD-CMS-Reference Banks
|
|
Means 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 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 the number of years specified as x in the term
[x]CMS, commencing on the applicable date and in a representative amount for CMS swap
transactions with a period to maturity of x 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 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. |
|
|
|
Day Count Convention:
|
|
30/360 |
|
|
|
Calculation Agent:
|
|
AIG Financial Products Corp. (AIG-FP) |
P-3
Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 92-day Interest Accrual Period commencing on or after October
[26], 2007 and ending prior to October [26], 2008, 10CMS is greater than or equal to 0.00% and less
than or equal to 6.75% 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 92/92 = 7.00000% per annum.
Example 2: Assuming that, during a 92-day Interest Accrual Period commencing on or after October
[26], 2007 and ending prior to October [26], 2008, 10CMS is greater than or equal to 0.00% and less
than or equal to 6.75% on no 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 0/92 = 0.00000% per annum.
Example 3: Assuming that, during a 92-day Interest Accrual Period commencing on or after October
[26], 2007 and ending prior to October [26], 2008, 10CMS is greater than or equal to 0.00% and less
than or equal to 6.75% on 46 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 3.50000% calculated as follows: 7.00000% x 46/92 = 3.50000% per annum.
Example 4: Assuming that, during a 92-day Interest Accrual Period commencing on or after October
[26], 2009 and ending prior to October [26], 2010, 8CMS is greater than or equal to 0.00% and less
than or equal to 6.75% on 23 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 2.00000% calculated as follows: 8.00000%* x 23/92 = 2.00000% per annum.
* This assumes a percentage of 8.00000%. The actual percentage that will apply here is expected to
be greater than or equal to 8.00000% and will be determined on the date of pricing of the notes and
specified in the final pricing supplement.
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 the
Reference 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.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the applicable Reference 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 Rate on the notes is, at all times to but excluding October [26], 2009, 7.00%;
and at all times from and including October [26], 2009 to but excluding October [26], 2017, [at
least 8.00%]*. However, for every day during an Interest Accrual Period on which the Reference
Rate is below 0.00% or above 6.75%, the applicable Interest Rate for that Interest Accrual Period
will be reduced, and accordingly, your return for any Interest Accrual Period over the life of the
notes could be significantly less than maximum Interest Rate for that Interest Accrual Period. If
the Reference Rate is below 0.00% or above 6.75% on every day in any Interest Accrual Period, the
applicable Interest Rate for that Interest Accrual Period will be zero.
* The actual maximum Interest Rate that applies here will be determined on the date of pricing of
the notes and specified in the final pricing supplement.
Historical performance of the Reference Rate should not be taken as an indication of the future
performance of the Reference 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 Reference Rate should not be taken as an
indication of future performance thereof during the term of the notes.
Factors that may affect the level of the Reference Rate 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 the Reference Rate.
P-4
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.
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 Reference Rate on any day and expectations relating to the
future level of the Reference 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:
|
|
|
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.
P-6
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-7
HISTORICAL INFORMATION ON THE REFERENCE RATE
The following graphs set forth the historical levels of the applicable Reference Rate for the years
indicated. You should not take the past performance of the Reference Rate as an indication of
future performance.
USSWAP10
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
P-8
USSWAP9
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
USSWAP8
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification
P-9
USSWAP7
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
USSWAP6
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
P-10
USSWAP5
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
USSWAP4
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
P-11
USSWAP3
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
USSWAP2
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
P-12
USSWAP1
Index Historical Closing Prices
Source: Bloomberg L.P. (without independent verification)
P-14
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-15