PRICING SUPPLEMENT NO. AIG-FP-50
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PRICING SUPPLEMENT NO. AIG-FP-50
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FILED PURSUANT TO RULE 424(b)(2) |
DATED JANUARY 18, 2008 AND AMENDED
FEBRUARY 13, 2008
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REGISTRATION NO. 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,
PRINCIPAL PROTECTED NOTES LINKED TO THE PERFORMANCE
OF A BASKET OF ASIAN CURRENCIES
DUE FEBRUARY 4, 2009
(THE NOTES)
13,000,000 UNITS
US$10 PRINCIPAL AMOUNT PER UNIT
The Notes:
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The Notes are designed for investors who believe that the value of a
basket of certain currencies (the Basket) will appreciate from the pricing
date (the Pricing Date) to a date shortly before the maturity date of the
Notes (the Valuation Date). Investors must be willing to forego interest
payments on the Notes. The value of the Basket will increase if the Baskets
currencies (the Malaysian ringgit, the Indonesian rupiah and the South Korean
won (the Basket Components)) appreciate against the U.S. dollar. The value
of the Basket will decrease if the value of the Basket Components depreciates
against the U.S. dollar. |
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The Notes will have 100% principal protection on the maturity date. |
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There will be no payments on the Notes prior to the maturity date. |
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We cannot redeem the Notes prior to the maturity date. |
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The Notes will not be listed on any securities exchange. |
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The Notes will be senior unsecured debt securities of American
International Group, Inc. (AIG) and part of a series entitled Medium-Term
Notes, Series AIG-FP. |
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AIG Financial Products Corp, as calculation agent (the Calculation
Agent), will determine the value of the Basket as described in this pricing
supplement. |
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The Notes will have CUSIP No. 026874842. |
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The settlement date is January 23, 2008. |
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The Pricing Date was January 15, 2008. |
Payment on the maturity date:
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The maturity date is February 4, 2009. |
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The amount you receive on the maturity date per unit will be based upon the direction of
and percentage change in the level of the Basket from the starting value on the Pricing Date
(the Starting Value) to the ending value on the Valuation Date. If the value of the Basket
calculated on the Valuation Date: |
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has increased from the Starting Value, you will receive the $10 principal amount per
unit, plus a supplemental redemption amount equal to $10 multiplied by (1) the
percentage increase in the level of the Basket over the Starting Value and (2) a
participation rate equal to 105%; or |
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has decreased or is unchanged from the Starting Value, you will receive the $10 principal amount per unit. |
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The Valuation Date will be the fifth New York Business Day immediately prior to the maturity date, and is expected to be January 28, 2009. |
Information included in this pricing supplement supersedes information in the accompanying
prospectus supplement and prospectus to the extent that it is different from that information.
Investing in the Notes involves risks that are described in the Risk Factors section
beginning on page PS-6 of this pricing supplement.
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Per Unit |
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Total |
Public offering price
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$10.00
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$130,000,000 |
Underwriting discount
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$0.10
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$1,300,000 |
Proceeds, before expenses, to American International Group, Inc.
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$9.90
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$128,700,000 |
Assuming there are no changes in the level of the Basket and no change in market
conditions or any other relevant factors, the price, if any, at which MLPF&S or another purchaser
might be willing to purchase your Notes in a secondary market transaction is expected to be lower,
and could be substantially lower,
than the original public offering price of the Notes. This is due to, among other things, the
fact that the original public offering price of the Notes included, and secondary market prices are
likely to exclude, underwriting discounts paid with respect to, and the development and hedging
costs associated with, the Notes, as well as the projected profit included in the cost of hedging
our obligations under the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this pricing supplement or the
accompanying prospectus supplement and prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
The date of this pricing
supplement is January 18, 2008 (amended February 13, 2008).
TABLE OF CONTENTS
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Pricing Supplement
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PS-3 |
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PS-6 |
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PS-10 |
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PS-13 |
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PS-16 |
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PS-17 |
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PS-17 |
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PS-18 |
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PS-18 |
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PS-19 |
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Prospectus Supplement
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ABOUT THIS PROSPECTUS SUPPLEMENT AND PRICING SUPPLEMENTS
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S-1 |
USE OF PROCEEDS
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S-1 |
DESCRIPTION OF NOTES WE MAY OFFER
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S-1 |
UNITED STATES TAXATION
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S-22 |
ERISA CONSIDERATIONS
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S-34 |
SUPPLEMENTAL PLAN OF DISTRIBUTION
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S-35 |
VALIDITY OF THE NOTES
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S-37 |
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Prospectus
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PROSPECTUS SUMMARY
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1 |
USE OF PROCEEDS
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5 |
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
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5 |
DESCRIPTION OF DEBT SECURITIES AIG MAY OFFER
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6 |
DESCRIPTION OF WARRANTS AIG MAY OFFER
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17 |
DESCRIPTION OF PURCHASE CONTRACTS AIG MAY OFFER
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28 |
DESCRIPTION OF UNITS AIG MAY OFFER
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33 |
DESCRIPTION OF PREFERRED STOCK AIG MAY OFFER
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38 |
DESCRIPTION OF COMMON STOCK AIG MAY OFFER
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45 |
MARKET PRICE AND DIVIDEND INFORMATION
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47 |
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES AIG MAY OFFER
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48 |
DESCRIPTION OF AIG GUARANTEES
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59 |
DESCRIPTION OF DEBT SECURITIES AIGPF MAY OFFER
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60 |
DESCRIPTION OF WARRANTS AIGPF MAY OFFER
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69 |
DESCRIPTION OF PURCHASE CONTRACTS AIGPF MAY OFFER
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80 |
DESCRIPTION OF UNITS AIGPF MAY OFFER
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RISK FACTORS
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90 |
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
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CONSIDERATIONS RELATING TO SECURITIES ISSUED IN BEARER FORM
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EMPLOYEE RETIREMENT INCOME SECURITY ACT
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PLAN OF DISTRIBUTION
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MARKET-MAKING RESALES BY SUBSIDIARIES OF AIG
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105 |
VALIDITY OF THE SECURITIES AND GUARANTEES
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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CAUTIONARY STATEMENT REGARDING PROJECTIONS AND
OTHER INFORMATION ABOUT FUTURE EVENTS
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108 |
PS-2
SUMMARY INFORMATION
This summary includes questions and answers that highlight
selected information from this pricing supplement and the accompanying prospectus supplement and
prospectus to help you understand the Medium-Term Notes, Series AIG-FP, Principal Protected Notes
Linked to the Performance of a Basket of Asian Currencies, due February 4, 2009 (the Notes). You
should carefully read this pricing supplement and the accompanying prospectus supplement and
prospectus to fully understand the terms of the Notes and the tax and other considerations that are
important to you in making a decision about whether to invest in the Notes. You should carefully
review the Risk Factors sections in this pricing supplement and the accompanying prospectus which
highlight certain risks associated with an investment in the Notes, to determine whether an
investment in the Notes is appropriate for you.
References in this pricing supplement to we, us, our and AIG are to American
International Group, Inc. References to AIG-FP are to our subsidiary, AIG Financial Products
Corp. References to MLPF&S are to Merrill Lynch, Pierce, Fenner & Smith Incorporated. References
to $ are to the currency of the United States of America.
Summary
The Notes are senior, unsecured debt securities of AIG that provide investors with a
participation rate of 105 % of increases in the value of a currency basket (the Basket)
from the Starting Value on the Pricing Date to the Ending Value determined on the valuation date
shortly prior to the maturity date of the Notes. An investor will receive a supplemental redemption
amount as described below, in addition to the Original Offering Price, if the Ending Value
described below is greater than its Starting Value. Investors must be willing to forego interest
payments on the Notes.
The value of the Basket will increase if the value of the Baskets currencies (the Basket
Components) appreciates against the U.S. dollar. The value of the Basket will decrease if the
value of the Basket Components depreciates against the U.S. dollar.
The Basket Components are the Malaysian ringgit, the Indonesian rupiah and the South Korean
won. As described below under The Basket, the Basket Components will be equally weighted within
the Basket.
Terms of the Notes
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Issuer:
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AIG |
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Original Offering Price:
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$10 per unit |
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Term:
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Approximately 12 months |
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Starting Value:
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The Starting Value was set at 100 on the Pricing
Date. |
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Ending Value:
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The closing level of the Basket on the Valuation
Date, as determined by the Calculation Agent. |
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Valuation Date:
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The fifth New York Business Day immediately prior
to the maturity date, expected to be January
28, 2009. |
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Participation Rate:
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The Participation Rate is 105%. |
Determining Payment at Maturity for the Notes
On the maturity date, you will receive a cash payment per unit denominated in U.S. dollars,
equal to the Redemption Amount. If the value of the Basket is unchanged or decreases from its
Starting Value to its Ending Value, you will receive only the Original Offering Price per unit. You
will receive a Supplemental Redemption Amount as described below, in addition to the Original
Offering Price, if the Ending Value of the Basket is greater than its Starting Value.
The Redemption Amount per unit to which you will be entitled will be denominated in U.S.
dollars, will depend on the direction of and the percentage change in the value of the Basket, and
will be determined as set forth below:
PS-3
(i) If the Ending Value is greater than the Starting Value, you will receive the Original
Offering Price per unit plus a Supplemental Redemption Amount equal to:
$10 x Basket Return x Participation Rate
The Basket Return will equal:
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Ending Value Starting Value
Starting Value |
The Participation Rate is 105%.
(ii) If the Ending Value is not greater than the Starting Value, the Supplemental Redemption
Amount will be $0 and you will only receive the Original Offering Price per unit. The Redemption
Amount cannot be less than $10.
Hypothetical Payout Profile
This graph reflects the hypothetical performance of the Notes. The solid line reflects the
Redemption Amount of the Notes, while the dotted line reflects the performance of an investment in
the Basket Components.
This graph has been prepared for purposes of illustration only. Your actual return will depend
on the actual Ending Value and the term of your investment.
Examples:
Set forth below are three examples of Redemption Amount calculations:
Example 1The hypothetical Ending Value is equal to 50% of the Starting Value:
Starting Value: 100
Hypothetical Ending Value: 50
Redemption Amount (per unit) = $10.00
Example 2The hypothetical Ending Value is equal to 105% of the Starting Value:
Starting Value: 100
Hypothetical Ending Value: 105
Hypothetical Basket Return: .05
Supplemental Redemption Amount = $10 x .05 x 105% = $0.525
Redemption Amount (per unit) = $10 + $0.525 = $10.525
Example 3The hypothetical Ending Value is equal to 115% of the Starting Value:
Starting Value: 100
Hypothetical Ending Value: 115
Hypothetical Basket Return: .15
Supplemental Redemption Amount = $10 x .15 x 105% = $1.575
Redemption Amount (per unit) = $10 + $1.575 = $11.575
PS-4
The Role of MLPF&S
MLPF&S is the underwriter for the offering and sale of the Notes. After the initial
offering, MLPF&S currently intends to buy and sell the Notes to create a secondary market for
holders of the Notes, and may stabilize or maintain the market price of the Notes during their
initial distribution. However, MLPF&S will not be obligated to engage in any of these market
activities or continue them once it has started.
The Role of AIG-FP
AIG-FP, our subsidiary, will be our agent (in such capacity, the Calculation Agent) for
purposes of determining, among other things, the Starting Value, the Ending Value and the
Supplemental Redemption Amount. We will also lend the proceeds of this offering to AIG-FP, which
will use the proceeds for general corporate purposes.
PS-5
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including events that are difficult to predict and
beyond AIGs control. Investors should carefully consider the following discussion of risks and
the discussion of risks included in the accompanying prospectus before deciding whether to invest
in the Notes. 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.
You may not earn a return on your investment
If the Ending Value does not exceed the Starting Value, the Supplemental Redemption Amount you
will receive at maturity will be $0, and we will pay you only the Original Offering Price per unit
of your Notes. This will be true even if the level of the Basket was higher than the Starting
Value at some time during the life of the Notes but later falls below the Starting Value.
The market price you may receive or be quoted for your Notes on a date prior to the maturity
date will be affected by important factors, including the costs of developing, hedging and
distributing the Notes
Assuming there are no changes in the level of the Basket and no change in market conditions or
any other relevant factors, the price, if any, at which MLPF&S or another purchaser might be
willing to purchase your Notes in a secondary market transaction is expected to be lower, and could
be substantially lower, than the Original Offering Price. This is due to, among other things, the
fact that the Original Offering Price included, and secondary market prices are likely to exclude,
underwriting discounts paid with respect to, and the development and hedging costs associated with,
the Notes, as well as the projected profit included in the cost of hedging our obligations under
the Notes.
A trading market for the Notes is not expected to develop, which may adversely affect the
price you receive if you sell your Notes before the maturity date
The Notes will not be listed on any futures or securities exchange, and we do not expect a
trading market for the Notes to develop. Although MLPF&S has indicated that it currently expects to
bid for Notes offered for sale to it by holders of the Notes, it is not required to do so and may
cease making those bids at any time. If a market-maker (which may be MLPF&S) makes a market in the
Notes, the price it quotes would reflect any changes in market conditions and other relevant
factors. This quoted price could be higher or lower than the original public offering price of the
Notes. The Notes are not designed to be short-term trading instruments and if you sell your Notes
in the secondary market prior to maturity you will not be entitled to principal protection or any
minimum return of the principal amount of your Notes sold. Accordingly, you should be able and
willing to hold the Notes to maturity.
Many factors interrelate in complex ways to affect the trading value of the Notes
The market price which you may receive for the Notes will be affected by factors that
interrelate in complex ways. The effect of one factor may offset the increase in the trading value
of the Notes caused by another factor and the effect of one factor may exacerbate the decrease in
the trading value of the Notes caused by another factor. For example, a decrease in the volatility
of the Basket Components relative to the U.S. dollar may offset some or all of any increase in the
trading value of the Notes attributable to another factor, such as an increase in the value of the
Basket Components relative to the U.S. dollar. The following paragraphs describe the expected
impact on the trading value of the Notes given a change in a specific factor, assuming all other
conditions remain constant.
The value of the Basket is expected to affect the trading value of the Notes. We expect that
the trading value, if any, of the Notes will depend substantially on the amount, if any, by which
the value of the Basket exceeds or does not exceed the Starting Value. However, even if you choose
to sell your Notes when the value of the Basket exceeds the Starting Value, you may receive
substantially less than the amount that would be payable on the
PS-6
maturity date based on this value because of the expectation that the level of the Basket will
continue to fluctuate until the Ending Value is determined on the Valuation Date.
Changes in the volatilities of the Basket Components relative to the U.S. dollar are expected
to affect the trading value of the Notes. Volatility is the term used to describe the size and
frequency of price and/or market fluctuations. If the volatilities of the Basket Components
relative to the U.S. dollar increase or decrease, the trading value of the Notes may be adversely
affected.
Changes in the levels of interest rates are expected to affect the trading value of the Notes.
We expect that changes in interest rates will affect the trading value of the Notes. In general, if
U.S. interest rates increase, we expect that the trading value of the Notes will decrease and,
conversely, if U.S. interest rates decrease, we expect that the trading value of the Notes will
increase. If interest rates increase or decrease in markets based on any Basket Component, the
trading value of the Notes may be adversely affected. Interest rates may also affect the economies
issuing the Basket Components and, in turn, the respective exchange rates, and therefore, the
trading value of the Notes.
As the time remaining to the maturity date of the Notes decreases, the time premium
associated with the Notes is expected to decrease. We anticipate that before their maturity date,
the Notes may trade, if at all, at a value above that which would be expected based on the value of
the Basket. This difference will reflect a time premium due to expectations concerning the value
of the U.S. dollar relative to the Basket Components prior to the maturity date of the Notes.
However, as the time remaining to the maturity date of the Notes decreases, we expect that this
time premium will decrease, lowering the trading value of the Notes.
Changes in our credit ratings may affect the trading value of the Notes. Our credit ratings
are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes
in our credit ratings may affect the trading value of the Notes. However, because the return on
your Notes is dependent upon factors in addition to our ability to pay our obligations under the
Notes, such as the percentage increase, if any, in the value of the Basket over the term of the
Notes, an improvement in our credit ratings will not reduce the other investment risks related to
the Notes. For instance, our credit ratings may not reflect the potential impact on the value of
your Notes of risks related to structure, market or other factors discussed herein.
In general, assuming all relevant factors are held constant, we expect that the effect on the
trading value of the Notes of a given change in some of the factors listed above will be less if it
occurs later in the term of the Notes than if it occurs earlier in the term of the Notes. We
expect, however, that the effect on the trading value of the Notes of a given change in the value
of the Basket will be greater if it occurs later in the term of the Notes than if it occurs earlier
in the term of the Notes.
Any positive return(s) in one or more Basket Components may be offset by a negative return in
another Basket Component
The Notes are linked to the performance of the Basket, which is composed of three Basket
Components. Each of the Basket Components is equally weighted in determining the level of the
Basket. Accordingly, the performance of the Basket will be based on the aggregate appreciation or
depreciation of the Basket Components taken as a whole. Therefore, a positive return in one Basket
Component may be offset, in whole or in part, by a negative return of a lesser, equal or greater
magnitude in another Basket Component. For example, the combination of a 2% Malaysian ringgit
return and a 1% Indonesian rupiah return would be entirely offset by a -3% South Korean won return,
resulting in a Basket Return of zero and a payment at maturity to you of only your principal
amount.
Your yield may be lower than other debt securities of comparable maturity
The yield that you will receive on the Notes may be less than the return you could earn on
other investments. Your yield may be less than the yield you would earn if you bought a traditional
interest-bearing debt security of AIG with the same maturity date. Your investment may not reflect
the full opportunity cost to you when you take into account factors that affect the time value of
money.
PS-7
You must rely on your own evaluation of the merits of an investment linked to the Basket
In the ordinary course of their businesses, AIG and MLPF&S or their subsidiaries may express
views on expected movements in foreign currency exchange rates, and these views are sometimes
communicated to clients who participate in the foreign currency exchange markets. However, these
views are subject to change from time to time. Moreover, other professionals who deal in foreign
currencies may at any time have significantly different views from those of AIG or MLPF&S or their
subsidiaries. For these reasons, you are encouraged to investigate the currency exchange markets
based on information from multiple sources, and should not rely on the views expressed by AIG or
MLPF&S or their subsidiaries.
You should make such investigation as you deem appropriate as to the merits of an investment
linked to the Basket. Neither the offering of the Notes nor any view which may from time to time
be expressed by our affiliates in the ordinary course of their businesses with respect to future
exchange rate movements constitutes a recommendation as to the merits of an investment in the
Notes.
Your return will not reflect the return of owning the Basket Components
The return on your Notes will not reflect the return you would realize if you actually
purchased the Malaysian ringgit, the Indonesian rupiah or the South Korean won on the Pricing Date
and converted them into U.S. dollars on the Valuation Date because the level of the Basket that
will be used to determine the Ending Value will be calculated by reference to multipliers
determined as of the Pricing Date. This calculation may or may not reflect the value of the Basket
currencies relative to each other in the currency markets after the Pricing Date.
The return on your Notes depends on the values of the Basket Components, which are affected by
many complex factors outside of our control
The value of any currency, including the Basket Components, may be affected by complex
political and economic factors. The exchange rate of each Basket Component is at any moment a
result of the supply and demand for that currency relative to other currencies, and changes in the
exchange rate result over time from the interaction of many factors directly or indirectly
affecting economic and political conditions in the originating country of each Basket Component,
including economic and political developments in other countries. Of particular importance are the
relative rates of inflation, interest rate levels, balance of payments and extent of governmental
surpluses or deficits in those countries, all of which are in turn sensitive to the monetary,
fiscal and trade policies pursued by the governments of those countries, and other countries
important to international trade and finance.
Foreign exchange rates can be fixed by sovereign governments or they may be floating. Exchange
rates of most economically developed nations and many developing nations are permitted to fluctuate
in value relative to the U.S. dollar. However, governments sometimes do not allow their currencies
to float freely in response to economic forces. Governments, including those issuing the Basket
Components, may use a variety of techniques, such as intervention by their central bank or
imposition of regulatory controls or taxes, to affect the exchange rates of their respective
currencies. They may also issue a new currency to replace an existing currency or alter the
exchange rate or relative exchange characteristics by devaluation or revaluation of a currency.
Thus, a special risk in purchasing the Notes is that their liquidity, trading value and amounts
payable could be affected by the actions of sovereign governments which could change or interfere
with theretofore freely determined currency valuation, fluctuations in response to other market
forces and the movement of currencies across borders. There will be no adjustment or change in the
terms of the Notes in the event that exchange rates should become fixed, or in the event of any
devaluation or revaluation or imposition of exchange or other regulatory controls or taxes, or in
the event of the issuance of a replacement currency or in the event of other developments affecting
any of the Basket Components, or any other currency.
Even though currencies trade around the clock, your Notes will not, and the prevailing market
prices for your Notes may not, reflect the underlying currency prices and rates
The interbank market in foreign currencies is a global, around-the-clock market. Therefore,
the hours of trading for the Notes will not conform to the hours during which the Basket Components
are traded. Significant
PS-8
price and rate movements may take place in the underlying foreign exchange markets that will
not be reflected immediately in the market price, if any, of the Notes. The possibility of these
movements should be taken into account in relating the value of the Notes to those in the
underlying foreign exchange markets.
There is no systematic reporting of last-sale information for foreign currencies. Reasonably
current bid and offer information is available in certain brokers offices, in bank foreign
currency trading offices and to others who wish to subscribe for this information, but this
information will not necessarily be reflected in the value of the Basket, as determined by the
Calculation Agent. There is no regulatory requirement that those quotations be firm or revised on a
timely basis. The absence of last-sale information and the limited availability of quotations to
individual investors may make it difficult for many investors to obtain timely, accurate data about
the state of the underlying foreign exchange markets.
Future performance of the Basket cannot be predicted on the basis of historical performance
The exchange rates of the Basket Components will determine the Basket level. As a result, it
is impossible to predict whether, or the extent to which, the level of the Basket will rise or
fall. As discussed herein, exchange rates will be influenced by complex and interrelated
political, economic, financial and other factors. Accordingly, the historical performance of the
Basket Components should not be taken as an indication of the future performance of the Basket, and
no projection, representation or warranty is made regarding future performance.
Purchases and sales by us or the swap counterparty may affect your return
We intend to hedge our obligations under the Notes by entering into a swap transaction with
Merrill Lynch Capital Services Inc. as the swap counterparty. In turn, the swap counterparty may
hedge its obligations on that swap transaction by purchasing the Basket Components, or
exchange-traded funds or other derivative instruments with returns linked or related to changes in
the trading prices of the Basket Components or the level of the Basket, and may adjust these hedges
by, among other things, purchasing or selling Basket Components, or exchange-traded funds or other
derivative instruments with returns linked to the Basket or the Basket Components at any time. If
our swap transaction with Merrill Lynch Capital Services Inc. were terminated, we may hedge our
obligations by engaging in any of the hedging activities described above. Although they are not
expected to, any of these hedging activities may adversely affect the trading prices of the Basket
Components or the level of the Basket and, therefore, the market value of the Notes even as we or
the swap counterparty may realize substantial returns from these activities.
We may have conflicts of interests arising from our relationship with the Calculation Agent
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 Starting Value, Ending
Value and Supplemental Redemption Amount, if any, and is only required to act in good faith and in
a commercially reasonable manner. Because these determinations by AIG-FP will affect the payment
at maturity on the Notes, conflicts of interest may arise in connection with its performance of its
role as Calculation Agent.
PS-9
DESCRIPTION OF THE NOTES
AIG will issue the Notes as part of a series of senior debt securities entitled Medium-Term
Notes, Series AIG-FP, which is more fully described in the Prospectus Supplement, under the
Indenture dated as of October 12, 2006 between AIG and The Bank of New York, as trustee, which is
more fully described in the accompanying prospectus. The Notes will mature on February 4, 2009.
Information included in this pricing supplement supersedes information in the accompanying
prospectus supplement and prospectus to the extent that it is different from that information. The
CUSIP number for the Notes is 026874842.
The Notes will not be subject to redemption by AIG or repayment at the option of any holder of
the Notes before the maturity date. The Notes will not have the benefit of any sinking fund.
AIG will issue the Notes in denominations of whole units each with a $10 principal amount per
unit (the Original Offering Price). You may transfer the Notes only in whole units. You will not
have the right to receive physical certificates evidencing your ownership except under limited
circumstances. Instead, we will issue the Notes in the form of a global certificate, which will be
held by The Depository Trust Company, also known as DTC, or its nominee. Direct and indirect
participants in DTC will record your ownership of the Notes. You should refer to the sections
entitled Description of Notes We May Offer Book-Entry System in the accompanying prospectus
supplement and Legal Ownership and Book-Entry Issuance in the accompanying prospectus.
Payment on the Maturity Date
On the maturity date, you will be entitled to receive a cash payment per unit, denominated in
U.S. dollars, equal to the sum of the $10 Original Offering Price plus the Supplemental Redemption
Amount, if any, as provided below. If the Ending Value does not exceed the Starting Value, you will
be entitled to receive only the $10 principal amount per unit. There will be no other payment of
interest, periodic or otherwise, on the Notes prior to the maturity date.
If the maturity date is not a New York Business Day, then you will receive payment in respect
of the Notes on the next succeeding New York Business Day, with no adjustment to the amount of such
payment on account thereof. New York Business Day means any day other than (i) a Saturday or
Sunday, (ii) 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) a day on which banks in the
City of New York are not open for dealing in foreign exchange and foreign currency deposits.
Determination of the Supplemental Redemption Amount
The Supplemental Redemption Amount per unit will be denominated in U.S. dollars, will
be determined by the Calculation Agent and will equal:
(i) If the Ending Value is greater than the Starting Value:
(ii) If the Ending Value is equal to or less than the Starting Value, $0.
The Starting Value was set to 100 on January 15, 2008, the Pricing Date.
The Ending Value will equal the value of the Basket as determined by the Calculation Agent
on the Valuation Date, in accordance with the process set forth below herein in the section
entitled Description of the Basket and using the Exchange Rates on that date.
PS-10
The Valuation Date will be the fifth New York Business Day immediately prior to the maturity
date, and is expected to be January 28, 2009.
The Participation Rate is 105%.
The Calculation Agent in respect of the Notes will be AIG-FP, a subsidiary of AIG. All
determinations made by the Calculation Agent, absent a determination of a manifest error, will be
conclusive for all purposes and binding on AIG and the holders and beneficial owners of the Notes.
Hypothetical returns
The following table illustrates, for a range of hypothetical Ending Values:
|
|
|
the percentage change from the Starting Value to the hypothetical Ending
Value for the Basket; |
|
|
|
|
the total amount payable on the maturity date per unit of the Notes; |
|
|
|
|
the total rate of return to holders of the Notes; |
|
|
|
|
the pretax annualized rate of return to holders of the Notes; and |
|
|
|
|
the pretax annualized rate of return in U.S. dollars on an investment in the
Basket Components. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amount |
|
|
|
|
|
|
|
|
|
Pretax annualized |
|
|
Percentage change from |
|
payable on the |
|
Total |
|
Pretax annualized |
|
rate of return |
Hypothetical |
|
the Starting Value to the |
|
maturity date per |
|
rate of return |
|
rate of return on |
|
on the Basket |
Ending Value |
|
hypothetical Ending Value |
|
unit of the Notes (1) |
|
on the Notes |
|
the Notes (2) |
|
Components (2)(3) |
75.00
|
|
|
-25.00 |
% |
|
$ |
10.00 |
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
-26.05 |
% |
80.00
|
|
|
-20.00 |
% |
|
$ |
10.00 |
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
-20.52 |
% |
85.00
|
|
|
-15.00 |
% |
|
$ |
10.00 |
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
-15.16 |
% |
90.00
|
|
|
-10.00 |
% |
|
$ |
10.00 |
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
-9.97 |
% |
95.00
|
|
|
-5.00 |
% |
|
$ |
10.00 |
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
-4.92 |
% |
100.00(4)
|
|
|
0.00 |
% |
|
$ |
10.00 |
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
105.00
|
|
|
5.00 |
% |
|
$ |
10.53 |
|
|
|
5.25 |
% |
|
|
5.03 |
% |
|
|
4.79 |
% |
110.00
|
|
|
10.00 |
% |
|
$ |
11.05 |
|
|
|
10.50 |
% |
|
|
9.93 |
% |
|
|
9.47 |
% |
115.00
|
|
|
15.00 |
% |
|
$ |
11.58 |
|
|
|
15.75 |
% |
|
|
14.71 |
% |
|
|
14.03 |
% |
120.00
|
|
|
20.00 |
% |
|
$ |
12.10 |
|
|
|
21.00 |
% |
|
|
19.38 |
% |
|
|
18.50 |
% |
125.00
|
|
|
25.00 |
% |
|
$ |
12.63 |
|
|
|
26.25 |
% |
|
|
23.95 |
% |
|
|
22.87 |
% |
|
|
|
(1) |
|
The amount you receive on the maturity date will not be less than $10 per unit. |
(2) |
|
The annualized rates of return specified in this table are calculated on a semiannual bond
equivalent basis and assume an investment term from January 23, 2008 to February 4, 2009, the
term of the Notes. |
(3) |
|
The pretax annualized rates of return specified in this column assume that the underlying
currency positions will be converted into U.S. dollars at the same time and at the same
Exchange Rates (as defined below) as those in the Basket. |
(4) |
|
The Starting Value was set to 100 on the Pricing Date. |
The above figures are for purposes of illustration only. The actual amount you receive and the
resulting total and pretax annualized rates of return will depend on the actual Ending Value, as
calculated based upon the Exchange Rates (as defined below) on the day the Ending Value is
determined and the term of your investment.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes has occurred and is continuing, the
amount payable to a holder of the Notes upon any acceleration permitted by the Notes, with respect
to each $10 principal amount per
PS-11
unit, will be equal to the sum of $10 plus the Supplemental Redemption Amount, if any,
calculated as though the date of acceleration were the maturity date of the Notes.
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
then-current Federal Funds Rate, reset daily, as determined by reference to Reuters page FEDFUNDS1
under the heading EFFECT, to the extent that payment of such interest shall be 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. Reuters page
FEDFUNDS1 means the display page designated as FEDFUNDS1 on the Reuters service or any successor
page, or page on a successor service, displaying such rate. If the Federal Funds Rate cannot be
determined by reference to Reuters page FEDFUNDS1, such rate will be determined in accordance with
the procedures set forth in the accompanying prospectus supplement.
PS-12
DESCRIPTION OF THE BASKET
The Basket is designed to allow investors to participate in exchange rate movements of the
currencies included in the Basket, as reflected by changes in the U.S. dollar value of the Basket,
from the Starting Value to the Ending Value. The currencies that will compose the Basket are the
Malaysian ringgit (MYR), the Indonesian rupiah (IDR), and the South Korean won (KRW). As the
exchange rates used in calculating the Ending Value are expressed as the number of U.S. dollars per
unit of the relevant Basket Component, the Basket can be viewed as having long positions in the
Malaysian ringgit, the Indonesian rupiah and the South Korean won. The Basket Components will be
weighted equally. Additionally, the Basket can be viewed as having a short position in the U.S.
dollar.
On the Pricing Date, a fixed factor (the Multiplier) was determined for each Basket
Component based upon the weighting of that Basket Component. The Multiplier was calculated by
dividing the weighting of each Basket Component by the initial Exchange Rate, as defined below, for
that Basket Component on the Pricing Date, and rounding to four decimal places. The Multiplier for
each Basket Component will remain fixed over the term of the Notes and will be used to calculate
the value of the Basket on the Valuation Date as described below.
As the Exchange Rates (as defined below) move, the U.S. dollar value of each Basket Component
will vary based on the appreciation or depreciation of that Basket Component. Any appreciation in a
Basket Component relative to the U.S. dollar, assuming the Exchange Rates of all the other Basket
Components remain the same, will result in an increase in the value of the Basket. Conversely, any
depreciation in a Basket Component relative to the U.S. dollar, assuming the Exchange Rates of all
the other Basket Components remain the same, will result in a decrease in the value of the Basket.
To compute the Basket value on any given day, (i) the Multiplier of each Basket Component will
be multiplied by the then-current Exchange Rate for that Basket Component, (ii) the resulting
products summed and (iii) the total multiplied by 100. For example, if on the Valuation Date the
value of the Malaysian ringgit has appreciated from 0.30700273 U.S. dollars per Malaysian ringgit,
its value on the Pricing Date, to 0.33463298 U.S. dollars per Malaysian ringgit, then the
contribution to the value of the Basket of the Malaysian ringgit
would equal .3633 (the Multiplier
for the MYR, 1.0857, multiplied by 0.33463298). The appreciation in the Malaysian ringgit would
increase the value of the Basket because of the long position. If the value for the South Korean
won depreciates from 0.00106940 U.S. dollars per South Korean won, its value on the Pricing Date,
to 0.00103732 U.S. dollars per South Korean won, then the South Korean won contribution to the
value of the Basket would equal .3234 (the Multiplier for the South
Korean won, 311.7636,
multiplied by 0.00103732). The depreciation in the South Korean won would decrease the value of the
Basket because of the long position. Based on the above, assuming the Exchange Rate of the other
Basket Component remains the same, the value of the Basket on the Valuation Date would be 102.00
(the sum of the products of the Multiplier and the Exchange Rate for each Basket Component
multiplied by 100, rounded to two decimal places).
For each Basket Component, the weighting, initial Exchange Rate and Multiplier are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basket Component |
|
|
Iso Code |
|
|
Weighting |
|
|
Initial Exchange |
|
|
Multiplier(2) |
|
|
|
|
|
|
|
|
|
|
|
Rate (1) |
|
|
|
|
|
Malaysian ringgit |
|
|
MYR |
|
|
|
33.33 |
% |
|
|
|
0.30700273 |
|
|
|
|
1.0857 |
|
|
|
Indonesian rupiah |
|
|
IDR |
|
|
|
33.33 |
% |
|
|
|
0.00010601 |
|
|
|
|
3144.0430 |
|
|
|
South Korean won |
|
|
KRW |
|
|
|
33.34 |
% |
|
|
|
0.00106940 |
|
|
|
|
311.7636 |
|
|
|
|
|
|
(1) |
|
This is the Exchange Rate (as defined below) of each Basket Component on the Pricing Date. |
(2) |
|
The Multiplier equals the weighting of each Basket Component divided by the Exchange Rate of
that Basket Component on the Pricing Date, and rounded to four decimal places. |
|
|
The term Exchange Rate, as of any date, means: |
(i) for the Malaysian ringgit, the currency exchange rate in the interbank market
quoted as the number of U.S. dollars for which one Malaysian ringgit can be exchanged, equal
to the inverse of the value
PS-13
as reported by Reuters on page ABSIRFIX01, or any substitute page thereto, at
approximately 11:00 a.m. in Singapore;
(ii) for the Indonesian rupiah, the currency exchange rate in the interbank market
quoted as the number of U.S. dollars for which one Indonesian rupiah can be exchanged, equal
to the inverse of the value as reported by Reuters on page ABSIRFIX01, or any substitute
page thereto, at approximately 11:00 a.m. in Singapore; and
(iii) for the South Korean won, the currency exchange rate in the interbank market
quoted as the number of U.S. dollars for which one South Korean won can be exchanged, equal
to the inverse of the value as reported by Reuters on page KFTC18, or any substitute page
thereto, at approximately 1:30 a.m. in New York City.
If the currency exchange rates are not so quoted on Reuters page ABSIRFIX01 or KFTC18 (as
applicable), or any substitute page thereto, then the Exchange Rates used to determine the Ending
Value will equal the inverse of the noon buying rate in New York for cable transfers in foreign
currencies as announced by the Federal Reserve Bank of New York for customs purposes (the Noon
Buying Rate). If the Noon Buying Rate is not announced on that date, then the Exchange Rates will
be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the
Calculation Agent at approximately 10:00 a.m., New York City time, on the relevant date for the
purchase or sale for deposits in the relevant currencies by the London offices of three leading
banks engaged in the interbank market (selected in the sole discretion of the Calculation Agent)
(the Reference Banks). If fewer than three Reference Banks provide spot quotations, then the
Exchange Rates will be calculated on the basis of the arithmetic mean of the applicable spot
quotations received by the Calculation Agent at approximately 10:00 a.m., New York City time, on
the relevant date from two leading commercial banks in New York (selected in the sole discretion of
the Calculation Agent), for the purchase or sale for deposits in the relevant currencies. If these
spot quotations are available from only one bank, then the Calculation Agent, in its sole
discretion, will determine which quotation is available and reasonable to be used. If no spot
quotation is available, then the Exchange Rates will be the rate the Calculation Agent, in its sole
discretion, determines to be fair and reasonable under the circumstances at approximately 10:00
a.m., New York City time, on the relevant date.
PS-14
While historical information on the Basket did not exist before the Pricing Date, the
following graph sets forth the hypothetical historical month-end values of the Basket from January
2002 through December 2007 based upon historical Exchange Rates, the Multipliers indicated above
and a Basket value of 100 on the Pricing Date. The historical data used in this graph reflects the
historical exchange rates available on Bloomberg, which may not be identical to those determined at
the fixing times set forth above. This hypothetical historical data on the Basket is not
necessarily indicative of the future performance of the Basket or what the value of the Notes may
be. Any upward or downward trend in the hypothetical historical value of the Basket during any
period set forth below is not an indication that the Basket is more or less likely to increase or
decrease in value at any time over the term of the Notes.
Source: Bloomberg L.P. (without independent verification)
PS-15
UNITED STATES FEDERAL INCOME TAXATION
Under applicable U.S. Treasury Regulations governing debt obligations with payments
denominated in, or determined by reference to, more than one currency, for persons whose functional
currency is the U.S. dollar, the Notes will not be foreign currency denominated debt obligations
because the predominant currency of the Notes is the U.S. dollar. Accordingly, we will treat the
Notes as being denominated in U.S. dollars, and payments on the Notes determined by reference to
currencies other than the U.S. dollar as contingent payments under the special federal income tax
rules applicable 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 accompanying prospectus supplement. As more completely described in the
accompanying prospectus supplement, holders will recognize income before the receipt of cash
attributable thereto and gains on sale or redemption will be ordinary.
The U.S. Treasury Regulations governing 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. As discussed in
the accompanying prospectus supplement, a purchaser of the Notes will need this information to
calculate its income on the Notes. Solely for purposes of applying these regulations, we have
determined that the comparable yield is 3.272%. Based on this comparable yield, the projected
payment on the maturity date will be $10.3415 per unit.
The comparable yield and projected payment set forth above are being provided
to holders solely for the purpose of determining the amount of interest that
accrues in respect of the Notes 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 that may be payable with respect to the Notes on
the maturity date.
PS-16
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.
PS-17
SUPPLEMENTAL PLAN OF DISTRIBUTION
Under the terms, and subject to the conditions, contained in a terms agreement dated the date
hereof, we have agreed to sell the Notes to MLPF&S. MLPF&S has advised us that it proposes
initially to offer all or part of the Notes directly to the public on a fixed price basis at the
offering price set forth on the cover of this pricing supplement. After the initial public
offering, the public offering price may be changed. The terms agreement provides that MLPF&S is
committed to take and pay for all of the Notes if any are taken. See also Supplemental Plan of
Distribution in the accompanying prospectus supplement.
MLPF&S has advised us that, if you place an order to purchase these offered securities through
MLPF&S or any of its affiliates, MLPF&S will consider you to be consenting to each of MLPF&S and
its broker-dealer affiliate First Republic Securities Company, LLC acting as a principal in
effecting the transaction for your account. MLPF&S is acting as an underwriter and/or selling
agent for this offering and will receive underwriting compensation from us.
We may deliver the Notes against payment therefor in New York, New York on a date that is in
excess of three business days following the Pricing Date. Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the
initial settlement on the Notes occurs more than three business days from the Pricing Date,
purchasers who wish to trade Notes more than three business days prior to the original issue date
will be required to specify alternative settlement arrangements to prevent a failed settlement.
GENERAL INFORMATION
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.
PS-18
INDEX OF CERTAIN DEFINED TERMS
|
|
|
AIG
|
|
PS-3 |
AIG-FP
|
|
PS-3 |
Basket
|
|
PS-3 |
Basket Components
|
|
PS-3 |
Calculation Agent
|
|
PS-5 |
Ending Value
|
|
PS-10 |
MLPF&S
|
|
PS-3 |
New York Business Day
|
|
PS-10 |
Notes
|
|
PS-3 |
Original Offering Price
|
|
PS-10 |
Participation Rate
|
|
PS-11 |
Pricing Date
|
|
PS-10 |
Redemption Amount
|
|
PS-4 |
Starting Value
|
|
PS-10 |
Supplemental Redemption Amount
|
|
PS-10 |
Capitalized terms used in this pricing supplement and not otherwise defined shall have the meanings
ascribed to them in the accompanying prospectus supplement, general prospectus supplement and
prospectus, as applicable.
PS-19