PRICING SUPPLEMENT NO. AIG-FP-3 DATED DECEMBER 15, 2006 TO PROSPECTUS DATED JULY 24, 2006 AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
FILED PURSUANT TO RULE 424(b)(2) REGISTRATION NO. 333-106040 |
Principal Amount: U.S.$23,501,000*
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Original Issue Date: December 21, 2006 | |
Agents Discount or Commission: U.S.$235,010
(representing a selling concession of 0.750% of the
Principal Amount and a reallowance of 0.250% of the
Principal Amount)
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Stated Maturity: December 5, 2046 | |
Net Proceeds to Issuer: U.S.$23,265,990 plus
interest accrued from December 5, 2006 to, but not
including, December 21, 2006
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Interest Rate: 3 Month LIBOR - 25 bps | |
Form: þ Book Entry o Certificated
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CUSIP No.: 02687QBG2 | |
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): N/A |
Agent | Principal Amount | |||||||||
UBS Securities LLC | U.S.$23,501,000 | Capacity: | o Agent | þ Principal |
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. | |
þ The notes are being offered at a fixed initial public offering price of 100% of principal amount plus interest accrued from December 5, 2006 to, but not including, December 21, 2006. |
Initial Interest Rate:
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3 Month LIBOR determined as of 11:00 a.m. London time on December 1, 2006, minus 25 basis points. | |
Interest Reset Dates:
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Quarterly on the 5th of March, June, September and December, commencing on March 5, 2007 | |
Interest Payment Dates:
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Quarterly on the 5th of March, June, September and December, commencing on March 5, 2007 | |
Regular Record Dates:
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15 calendar days prior to each Interest Payment Date |
Spread (+/-): | - 25 bps | INTEREST RATE BASIS OR BASES: | ||||||||||||
Spread Multiplier: | N/A | o | CD Rate | |||||||||||
Maximum Interest Rate: | N/A | o | CMT Rate | |||||||||||
Minimum Interest Rate: | N/A | o | CMT Moneyline Telerate Page 7051 | |||||||||||
Index Maturity: | 3 Months | o | CMT Moneyline Telerate Page 7052 | |||||||||||
o | One-Week Average Yield | |||||||||||||
INTEREST CALCULATION: | o | One-Month Average Yield | ||||||||||||
þ | Regular Floating Rate Note | o | Commercial Paper Rate | |||||||||||
o | Floating Rate/Fixed Rate Note | o | Eleventh District Cost of Funds Rate | |||||||||||
Fixed Rate Commencement Date: | o | Federal Funds Open Rate | ||||||||||||
Fixed Interest Rate: | o | Federal Funds Rate | ||||||||||||
o | Inverse Floating Rate Note | þ | LIBOR | |||||||||||
Fixed Interest Rate: | o | LIBOR Reuters | ||||||||||||
þ | LIBOR Moneyline Telerate | |||||||||||||
o | Prime Rate | |||||||||||||
o | Treasury Rate | |||||||||||||
o | Other |
Redemption Date | Redemption Price | |||
December 5, 2036 |
105.000 | % | ||
December 5, 2037 |
104.500 | % | ||
December 5, 2038 |
104.000 | % | ||
December 5, 2039 |
103.500 | % | ||
December 5, 2040 |
103.000 | % | ||
December 5, 2041 |
102.500 | % | ||
December 5, 2042 |
102.000 | % | ||
December 5, 2043 |
101.500 | % | ||
December 5, 2044 |
101.000 | % | ||
December 5, 2045 |
100.500 | % |
Repayment Date | Repayment Price | |||
December 5, 2009 |
97.500 | % | ||
December 5, 2010 |
97.625 | % | ||
December 5, 2011 |
97.750 | % | ||
December 5, 2012 |
97.875 | % | ||
December 5, 2013 |
98.000 | % | ||
December 5, 2014 |
98.125 | % | ||
December 5, 2015 |
98.250 | % | ||
December 5, 2016 |
98.375 | % | ||
December 5, 2017 |
98.500 | % | ||
December 5, 2018 |
98.625 | % | ||
December 5, 2019 |
98.750 | % | ||
December 5, 2020 |
98.875 | % | ||
December 5, 2021 |
99.000 | % | ||
December 5, 2022 |
99.125 | % | ||
December 5, 2023 |
99.250 | % | ||
December 5, 2024 |
99.375 | % | ||
December 5, 2025 |
99.500 | % | ||
December 5, 2026 |
99.625 | % | ||
December 5, 2027 |
99.750 | % | ||
December 5, 2028 |
99.875 | % | ||
December 5, 2029 and each December 5 thereafter to, and including, maturity |
100.000 | % |
Use of Proceeds:
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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. | |
Other Provisions: |
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Calculation Agent:
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AIG Financial Products Corp. | |
Certain U.S. Federal Income Tax Consequences: |
Prospective investors seeking to treat the notes
as qualified replacement property for purposes of Section 1042 of the Internal Revenue Code of 1986, as amended, should be aware that Section 1042 requires the issuer to meet certain requirements in order for the notes to constitute qualified replacement property. In general, qualified replacement property is a security issued by a domestic operating corporation that did not, for the taxable year preceding the taxable year in which such security was purchased, have passive investment income in excess of 25 percent of the gross receipts of such corporation for such preceding taxable year (the passive income test). For purposes of the passive income test, where the issuing corporation is in control of one or more corporations or such issuing corporation is controlled by one or more corporations, all such corporations are treated as one corporation (the affiliated group) when computing the amount of passive investment income under Section 1042. |
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The Issuer believes that it is a domestic operating corporation and that less than 25 percent of its affiliated groups gross receipts is passive investment income for the taxable year ending December 31, 2005. In making this determination, the Issuer has made certain assumptions and used procedures which it believes are reasonable. The Issuer cannot give any assurances as to whether it will continue to be a domestic operating corporation that meets the passive income test. It is, in addition, possible that the Internal Revenue Service may disagree with the Issuers determination of its status as domestic operating corporation or the manner in which the Issuer has calculated the affiliated groups gross receipts (including the characterization thereof) and passive investment income and the conclusions reached herein. | ||
Notwithstanding that the final maturity of the notes is more than 30 years after the original issue date, prospective investors should refer to the discussion under United States Taxation in the accompanying prospectus supplement for a discussion of the other material consequences of owning the notes. |