PRICING SUPPLEMENT NO. AIG-FP-42
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PRICING SUPPLEMENT NO. AIG-FP-42
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FILED PURSUANT TO RULE 424(b)(2) |
DATED OCTOBER 22, 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,
STEP-UP CALLABLE NOTES DUE NOVEMBER 16, 2022
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Principal Amount: U.S.$15,000,000
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Issue Date: November 16, 2007 |
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Agents Discount or Commission: None.
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Stated Maturity Date: November 16, 2022 |
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Net Proceeds to Issuer: U.S.$15,000,000
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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
November 16, 2012: 5.25% |
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For each Interest Accrual Period from
and including the Interest Accrual
Period commencing on November 16, 2012
to and including the Interest Accrual
Period ending on November 16, 2017: 6.25% |
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For each Interest Accrual Period from
and including the Interest Accrual
Period commencing on November 16, 2017
to and including the Interest Accrual
Period ending on November 16, 2022: 7.25% |
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Interest Payment Dates: Semi-annually, on the
16th day of each May and November,
commencing May 16, 2008 and ending on the Maturity
Date (whether the Stated Maturity Date or an
earlier Redemption Date), subject to adjustment
using the Following Business Day Convention.
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Interest Accrual Periods: The
semi-annual 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. |
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Period End Dates: Semi-annually, on the
16th day of each May and November,
commencing May 16, 2008 and ending on the Maturity
Date, such dates not subject to adjustment whether
or not such dates are Business Days.
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CUSIP No.: 02687QCZ9 |
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Authorized Denominations: U.S. $1,000
and multiples of U.S. $1,000 in excess
thereof. |
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Form: þ Book Entry o Certificated |
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Specified Currency (If other than U.S. dollars): N/A |
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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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Morgan Stanley & Co. Incorporated
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U.S.$15,000,000
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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. |
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 with accrued and unpaid
interest, quarterly, on the 16th of February, May, August and November, commencing May
16, 2008 (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:
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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 so, that date as adjusted will be the first following day that
is a Business Day. |
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Maturity Date
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The earlier of the Stated Maturity Date or a Redemption Date. |
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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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Day Count Convention:
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30/360 |
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Calculation Agent:
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AIG Financial Products Corp. (AIG-FP) |
RISK FACTORS
Investing in the notes involves a number of significant risks not associated with similar
investments in a conventional fixed rate debt security. 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.
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 applicable Interest Rate represents 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
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advantageous to you. Sales in the secondary market may result in significant losses. The Agent
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. 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; |
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our right to redeem the notes; and |
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our creditworthiness and credit ratings. |
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.
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.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The U.S. Treasury Regulations that address the U.S. federal income tax treatment of debt
instruments that provide an issuer with a call option provide that the issuer is deemed to exercise
the option in a manner that minimizes the yield on the instrument. Therefore, for U.S. federal
income tax purposes, we will be deemed to exercise the call option on or before November 16, 2012,
the date of the first increase in the interest rate. Accordingly, the instrument will not be
treated as having been issued with original issue discount as a result of the increases in interest
rates in November 2012 and November 2016, and interest payable on the notes will be qualified
stated interest. See the sections entitled United States Taxation United States Holders
Payments of Interest and United States Taxation United States Holders Original Issue
Discount Notes Subject to Contingencies Including Optional Redemptions in the prospectus
supplement dated July 13, 2007.
If contrary to the assumption regarding exercise of the call option, the notes remain
outstanding after November 16, 2012, or after November 16, 2017, the notes will be treated, solely
for purposes of taking original issue discount into income, as if they were reissued for an amount
equal to their issue price, and consequently for initial holders of the notes, interest payable on
the notes should continue to be treated as qualified stated interest.
You should be aware that the assumption regarding call of the notes is
applicable solely for purposes of determining the tax treatment of the notes,
and we are under no obligation to call, and we are not making any promise or
representation that we will call the notes prior to their 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 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, 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.
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