PRICING SUPPLEMENT NO. AIG-FP-34
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PRICING SUPPLEMENT NO. AIG-FP-34
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FILED PURSUANT TO RULE 424(b)(2) |
DATED OCTOBER 2, 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,
US DOLLAR ZERO COUPON ACCRETING NOTES DUE OCTOBER 15, 2037
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Principal Amount: U.S.$200,000,000
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Issue Date: October 15, 2007 |
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Agents Discount or Commission: None
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Maturity Date: October 15, 2037 |
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Net Proceeds to Issuer: U.S.$22,285,551.48
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Interest Rate: 0.00% |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QCR7 |
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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): |
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$100,000 and integral
multiples of U.S.$100,000 in
excess thereof |
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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Nomura Securities International, Inc.
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U.S.$200,000,000
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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 11.14278% of principal amount. |
Payment at Maturity:
On the Maturity Date, Issuer will pay to the Holder $200,000,000. If the Maturity Date is not
a Business Day, such sum will be payable on the following Business Day (without any interest or
other payment in respect of such delay).
Redemption at Option of Issuer:
The notes will be redeemable, at the option of the Issuer, upon written notice of a minimum of
five (5) Business Days, at the applicable amount set forth in the Accreting Notional column of the
Call Redemption Amount Table, on October 15, 2008 and semi-annually thereafter up to and including
April 15, 2037.
Call Redemption Amount Table:
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Accrual |
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Accrual |
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Accreting Notional |
Start Date |
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End Date |
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(Dollar Amount) |
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22,285,551.48 |
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15-Oct-2007
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15-Apr-2008
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23,115,688.27 |
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15-Apr-2008
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15-Oct-2008
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23,976,747.66 |
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15-Oct-2008
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15-Apr-2009
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24,869,881.51 |
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15-Apr-2009
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15-Oct-2009
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25,796,284.60 |
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15-Oct-2009
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15-Apr-2010
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26,757,196.20 |
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15-Apr-2010
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15-Oct-2010
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27,753,901.75 |
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15-Oct-2010
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15-Apr-2011
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28,787,734.60 |
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15-Apr-2011
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17-Oct-2011
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29,860,077.71 |
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17-Oct-2011
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16-Apr-2012
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30,972,365.60 |
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16-Apr-2012
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15-Oct-2012
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32,126,086.22 |
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15-Oct-2012
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15-Apr-2013
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33,322,782.93 |
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15-Apr-2013
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15-Oct-2013
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34,564,056.60 |
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15-Oct-2013
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15-Apr-2014
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35,851,567.71 |
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15-Apr-2014
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15-Oct-2014
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37,187,038.60 |
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15-Oct-2014
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15-Apr-2015
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38,572,255.79 |
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15-Apr-2015
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15-Oct-2015
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40,009,072.32 |
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15-Oct-2015
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15-Apr-2016
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41,499,410.26 |
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15-Apr-2016
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17-Oct-2016
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43,045,263.30 |
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17-Oct-2016
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18-Apr-2017
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44,648,699.35 |
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18-Apr-2017
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16-Oct-2017
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46,311,863.40 |
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16-Oct-2017
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16-Apr-2018
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48,036,980.32 |
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16-Apr-2018
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15-Oct-2018
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49,826,357.83 |
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15-Oct-2018
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15-Apr-2019
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51,682,389.66 |
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15-Apr-2019
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15-Oct-2019
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53,607,558.68 |
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15-Oct-2019
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15-Apr-2020
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55,604,440.24 |
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15-Apr-2020
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15-Oct-2020
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57,675,705.64 |
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15-Oct-2020
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15-Apr-2021
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59,824,125.67 |
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15-Apr-2021
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15-Oct-2021
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62,052,574.35 |
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15-Oct-2021
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19-Apr-2022
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64,364,032.75 |
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19-Apr-2022
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17-Oct-2022
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66,761,592.97 |
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17-Oct-2022
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17-Apr-2023
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69,248,462.31 |
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17-Apr-2023
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16-Oct-2023
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71,827,967.53 |
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16-Oct-2023
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15-Apr-2024
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74,503,559.32 |
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15-Apr-2024
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15-Oct-2024
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77,278,816.90 |
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15-Oct-2024
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15-Apr-2025
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80,157,452.83 |
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15-Apr-2025
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15-Oct-2025
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83,143,317.95 |
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15-Oct-2025
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15-Apr-2026
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86,240,406.54 |
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15-Apr-2026
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15-Oct-2026
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89,452,861.69 |
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15-Oct-2026
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15-Apr-2027
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92,784,980.78 |
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15-Apr-2027
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15-Oct-2027
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96,241,221.32 |
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15-Oct-2027
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18-Apr-2028
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99,826,206.81 |
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18-Apr-2028
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16-Oct-2028
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103,544,733.02 |
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16-Oct-2028
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16-Apr-2029
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107,401,774.32 |
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16-Apr-2029
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15-Oct-2029
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111,402,490.42 |
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15-Oct-2029
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15-Apr-2030
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115,552,233.18 |
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15-Apr-2030
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15-Oct-2030
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119,856,553.87 |
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15-Oct-2030
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15-Apr-2031
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124,321,210.50 |
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15-Apr-2031
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15-Oct-2031
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128,952,175.59 |
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15-Oct-2031
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15-Apr-2032
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133,755,644.13 |
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15-Apr-2032
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15-Oct-2032
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138,738,041.88 |
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15-Oct-2032
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19-Apr-2033
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143,906,033.94 |
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19-Apr-2033
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17-Oct-2033
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149,266,533.70 |
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17-Oct-2033
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17-Apr-2034
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154,826,712.08 |
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17-Apr-2034
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16-Oct-2034
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160,594,007.11 |
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16-Oct-2034
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16-Apr-2035
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166,576,133.87 |
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16-Apr-2035
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15-Oct-2035
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172,781,094.86 |
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15-Oct-2035
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15-Apr-2036
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179,217,190.64 |
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15-Apr-2036
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15-Oct-2036
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185,893,030.99 |
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15-Oct-2036
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15-Apr-2037
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192,817,546.40 |
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15-Apr-2037
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15-Oct-2037
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200,000,000.00 |
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Events of Default and Acceleration:
In case an Event of Default with respect to the notes has occurred and is continuing, the
aggregate amount payable to holders of notes, upon any acceleration permitted by the notes, will be
equal to the Accreting Notional as of the most recent Accrual End Date listed above, plus an amount
equal to interest on such amount calculated at the rate of 7.45% per annum for the period from such
most recent Accrual Start Date, calculated on the basis of a 360 day year comprising 12 30-day
months.
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 rate equal to 7.45% per annum, 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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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 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 |
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Calculation Agent:
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AIG Financial Products Corp. |
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
These notes have been issued with Original Issue Discount (OID), as defined by Section 1273
of the Internal Revenue Code of 1986, as amended. The amount of OID on each $100,000 of notes is
$88,857.22. The issue date of the notes is October 15, 2007. The yield to maturity on the notes
is 7.45%.
Prospective investors should refer to the discussion under United States Taxation in the
accompanying prospectus supplement for more information on OID and a discussion of the other
material consequences of owning the notes.
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.
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 Certain U.S. Federal
Income Tax Consequences and ERISA Considerations 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, ANZ Securities, Inc., 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., CIBC World Markets. Corp., 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., Key Banc Capital
Markets Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi
UFJ Securities International plc, Mizuho International plc, Mizuho Securities USA Inc., Morgan
Stanley & Co. Incorporated, National Australia Capital Markets, LLC, 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.