424B2
|
|
|
PRICING SUPPLEMENT NO. AIG-FP-53
|
|
FILED PURSUANT TO RULE 424(b)(2) |
DATED DECEMBER 18, 2007
|
|
REGISTRATION NOS. 333-106040; 333-143992 |
TO PROSPECTUS DATED JULY 13, 2007 |
|
|
AND PROSPECTUS SUPPLEMENT DATED JULY 13, 2007 |
|
|
AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
LIBOR RANGE NOTES DUE JANUARY 9, 2023
|
|
|
Principal Amount: U.S.$2,000,000
|
|
Issue Date: January 9, 2008 |
|
|
|
Agents Discount or Commission: U.S.$50,500
|
|
Stated Maturity Date: January 9, 2023 |
|
|
|
Net Proceeds to Issuer: U.S.$1,949,500
|
|
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
January 9, 2023: 8.00% times the
Interest Accrual Factor. |
|
|
|
Interest Payment Dates: Quarterly, on each January
9, April 9, July 9 and October 9, commencing April
9, 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 Payment Convention.
|
|
Interest Accrual Factor: For any
Interest Accrual Period, the number
of calendar days during that
Interest Accrual Period in respect
of which 6m USD LIBORREF
is greater than the Lower LIBOR
Barrier and less than or equal to
the Upper LIBOR Barrier, divided by
the total number of calendar days in
such Interest Accrual Period. |
|
|
|
|
|
For each calendar day in an Interest
Accrual Period that is not a
Business Day, 6m USD
LIBORREF will be deemed
to equal 6m USD LIBORREF
as of the preceding Business Day,
subject to the Reference Rate
Cut-Off provision below. |
|
|
|
Period End Dates: Quarterly, on each January 9,
April 9, July 9 and October 9, commencing April 9,
2008 and ending on the Maturity Date, such dates
not subject to adjustment whether or not such dates
are Business Days.
|
|
Interest Accrual Periods: The
quarterly period from and including
the Issue Date (in the case of the
first Interest Accrual Period) or
the previous Period End Date, as
applicable, to but excluding the
next Period End Date. |
|
|
|
|
|
Reference Rate Cut-Off: Beginning
with the Interest Accrual Period
commencing on the Issue Date, for
each calendar day in an Interest
Accrual Period starting on, and
including, the sixth Business Day
prior to the Period End Date for
such Interest Accrual Period and
ending on and excluding such Period
End Date, 6m USD LIBORREF
will be equal to 6m USD
LIBORREF as determined on
the sixth Business Day prior to such
Period End Date. |
|
|
|
Form: þ Book Entry o Certificated
|
|
CUSIP No.: 02687QDK1 |
|
|
|
Specified Currency (If other than U.S. dollars): N/A
|
|
Authorized Denominations: U.S.
$1,000 and multiples of U.S $1,000
in excess thereof. |
The notes are being placed through or purchased by the Agents listed below:
|
|
|
|
|
|
|
|
|
Agent |
|
Principal Amount |
|
|
|
|
|
|
Incapital LLC
|
|
U.S.$2,000,000
|
|
Capacity:
|
|
o Agent
|
|
þ Principal |
|
|
|
If as Agent:
|
|
The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
|
|
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. |
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
the Agent 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 initial 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.
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of five (5) Business Days, at 100% of the Principal Amount, on the Interest Payment Date
scheduled to fall on January 9, 2009 and on each Interest Payment Date thereafter (such date, the
Redemption Date).
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Stated Maturity Date, upon redemption,
or upon acceleration, from and after that date the notes will bear interest, payable upon demand of
their holders, at the rate equal to the interest applicable to the Interest Accrual Period or
portion thereof as of the date on which the default occurs, to the extent that payment of interest
is legally enforceable on the unpaid amount due and payable on that date in accordance with the
terms of the Notes to the date payment of that amount has been made or duly provided for.
Other Provisions:
|
|
|
Following Business Day
Convention
|
|
Means the convention for adjusting any relevant date if it would otherwise fall on a day that is not a
Business Day. When used in conjunction with a date, this convention shall mean that an adjustment will
be made such that if that date would otherwise fall on a day that is not a Business Day, that date as
adjusted will be the first following day that is a Business Day. |
|
|
|
Maturity Date
|
|
The earlier of the Stated Maturity Date or a Redemption Date. |
|
|
|
Business Day
|
|
Means any day other than a day that (i) is a Saturday or Sunday, (ii) is a day on which banking
institutions generally in the City of New York 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. |
|
|
|
6m USD
LIBORREF
|
|
For any day within an Interest Accrual Period, the rate for
deposits in U.S. Dollars for a designated maturity of 6 months which appears on Reuters Page
LIBOR01 as of 11:00 a.m. London time on such day (or if such day is not a London business day,
on the immediately preceding London business day), subject to the Reference Rate Cut-Off
provisions above. |
P-2
|
|
|
London business day
|
|
Means a Monday, Tuesday, Wednesday, Thursday or
Friday that is not a day on which banking
institutions in London generally are authorized or
obligated by law, regulation or executive order to
close.
|
|
|
|
Lower LIBOR Barrier
|
|
0.00% |
|
|
|
Upper LIBOR Barrier
|
|
6.50% |
|
|
|
Day Count Convention:
|
|
30/360 |
|
|
|
Calculation Agent:
|
|
AIG Financial Products Corp. (AIG-FP)
|
Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 92-day Interest Accrual Period, the value of 6m USD
LIBORREF is greater than 0.00% and less than or equal to 6.50% on every calendar day in
the applicable Interest Accrual Period, on the applicable Interest Payment Date, the Interest Rate
per annum for the applicable Interest Accrual Period would be 8.00% calculated as follows: 8.00% x
92/92 = 8.00% per annum.
Example 2: Assuming that, during a 92-day Interest Accrual Period, the value of 6m USD
LIBORREF is less than or equal to 0.00% or greater than 6.50% on every calendar day in
the applicable Interest Accrual Period, on the applicable Interest Payment Date, the Interest Rate
per annum for the applicable Interest Accrual Period would be 0.00% calculated as follows: 8.00% x
0/92 = 0.00% per annum.
Example 3: Assuming that, during a 92-day Interest Accrual Period, the value of 6m USD
LIBORREF is greater than 0.00% and less than or equal to 6.50% on 30 calendar days in
the applicable Interest Accrual Period, on the applicable Interest Payment Date, the Interest Rate
per annum for the applicable Interest Accrual Period would be 2.6087% calculated as follows: 8.00%
x 30/92 = 2.6087% per annum.
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including, but not limited to, fluctuations in 6m USD
LIBORREF and other events that are difficult to predict and beyond AIGs control.
Accordingly, prospective investors should consult their financial and legal advisors as to the
risks entailed by an investment in the notes and the suitability of the notes in light of their
particular circumstances.
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 no change in market conditions or any other relevant factors, the price, if any, at which
the Agent 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.
The Agent is not obligated to make a market in 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 the Agent 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 the Agent) 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
P-3
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.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the 6m USD LIBORREF
will affect whether or not and the extent to which you will receive interest on the notes in any
Interest Accrual Period.
The maximum Interest Rate on the notes is, at all times, 8.00%. However, for every day during an
Interest Accrual Period on which 6m USD LIBORREF is equal to or below the Lower LIBOR
Barrier or above the Upper LIBOR Barrier, the Interest Rate for that Interest Accrual Period will
be reduced, and accordingly, your return for any Interest Accrual Period over the life of the notes
could be significantly less than maximum Interest Rate for that Interest Accrual Period. If 6m USD
LIBORREF is equal to or below the Lower LIBOR Barrier or above the Upper LIBOR Barrier
on every day in any Interest Accrual Period, the Interest Rate for that Interest Accrual Period
will be zero.
Historical performance of 6m USD LIBORREF should not be taken as an indication of the
future performance of 6m USD LIBORREF during the term of the notes.
It is impossible to predict whether 6m USD LIBORREF will increase or decrease. 6m USD
LIBORREF will be influenced by complex and interrelated political, economic, financial
and other factors; therefore, the historical performance of 6m USD LIBORREF should not
be taken as an indication of future performance thereof during the term of the notes.
Factors that may affect the level of 6m USD LIBORREF include monetary policy, interest
rate volatility, interest rate levels and the inflation rate.
Please note that historical trends are not indicative of future behavior of 6m USD
LIBORREF.
Any decline in our credit ratings may affect the market value of your notes.
Our credit ratings are an assessment of our ability to pay our obligations, including our
obligations under the notes. Consequently, actual or anticipated declines in our credit ratings
may affect the market price of your notes.
The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally 6m USD LIBORREF on any day and expectations
relating to the future level of 6m USD LIBORREF will affect the market value of the
notes more than any other single factor. Other factors that may influence the market value of the
notes include:
|
|
|
supply and demand for the notes, including inventory positions held by any market maker; |
|
|
|
|
economic, financial, political and regulatory or judicial events that affect financial
markets generally; |
|
|
|
|
rates in the market generally; |
|
|
|
|
the time remaining to maturity; |
|
|
|
|
our right to redeem the notes; and |
|
|
|
|
our creditworthiness. |
Market factors may influence whether we exercise our right to redeem the notes prior to their
scheduled maturity.
It is more likely that we will redeem the notes prior to their Stated Maturity Date to the extent
that the calculation of the Interest Rate results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their Stated Maturity Date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your
P-4
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.
We may have conflicts of interests arising from our relationships with the Calculation Agent.
You should be aware that AIG-FP, our subsidiary, in its capacity as Calculation Agent for the
notes, is under no obligation to take your interests into consideration in determining the number
of days on which interest will accrue, and is only required to act in good faith and in a
commercially reasonable manner. AIG-FP as Calculation Agent will, among other things, also
determine the applicable Interest Rate payment to be made on the notes. Because these
determinations by the Calculation Agent will affect the interest payments and the payment at
maturity on the notes, conflicts of interest may arise in connection with its performance of its
role as Calculation Agent.
ERISA CONSIDERATIONS
The notes may not be purchased or held by any employee benefit plan or other plan or account that
is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) or Section
4975 of the Code (each, a plan), or by any entity whose underlying assets include plan assets
by reason of any plans investment in the entity (a plan asset entity), unless in each case the
purchaser or holder is eligible for exemptive relief from the prohibited transaction rules of ERISA
and Section 4975 of the Code under a prohibited transaction class exemption issued by the
Department of Labor or another applicable statutory or administrative exemption. Each purchaser or
holder of the notes will be deemed to represent that either (1) it is not a plan or plan asset
entity and is not purchasing the notes on behalf of or with plan assets or (2) with respect to the
purchase and holding, it is eligible for relief under a prohibited transaction class exemption or
other applicable statutory or administrative exemption from the prohibited transaction rules of
ERISA and Section 4975 of the Code. The foregoing supplements the discussion under ERISA
Considerations in the base prospectus dated July 13, 2007.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG-FP or certain
of its subsidiaries for use for general corporate purposes.
P-5
HISTORICAL INFORMATION ON 6m USD LIBORREF
The following graph sets forth the historical levels of 6m USD LIBORREF for the years
indicated. You should not take the past performance of 6m USD LIBORREF as an indication
of future performance.
Source: Bloomberg L.P. (without independent verification)
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
For the reasons described below, we believe that the notes should be characterized as variable
rate notes for U.S. federal income tax purposes and we intend to treat the notes as such. For a
summary of the material U.S. federal income tax consequences of owning variable rate notes, please
see the description under the heading United States Taxation United States Holders Original
Issue Discount Variable Rate Notes in the accompanying prospectus supplement.
Under the applicable U.S. Treasury Regulations governing original issue discount on debt
instruments, a debt instrument is a variable rate note if it provides for interest at an
objective rate (that is, a rate determined using a single interest rate formula based on
objective financial or economic information), unless the notes are reasonably expected to provide
for significant front-loading or back-loading of interest. We believe that, although the
applicable U.S. Treasury Regulations are not entirely clear, the existence of our option to call
the notes should be taken into account in determining whether the notes are reasonably expected to
provide for significant front-loading or back-loading of interest. Taking into account that
option, we do not expect there to be significant front-loading or back-loading of interest
payments on the notes, and the notes would qualify as variable rate notes.
You should be aware that our expectations regarding front-loading and back-loading of
interest are only applicable for purposes of determining the tax treatment of your notes. We are
not making any representation or prediction regarding the actual amount of interest that may be
payable on your note, 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.
Alternatively, if the notes were found to have significant front-loading or back-loading of
interest, it is possible that your notes could be characterized as contingent payment
obligations subject to rules described under the heading United States Taxation United States
Holders Original Issue Discount Notes Subject to the Contingent Payment Obligation Rules in
the prospectus supplement to which this pricing supplement relates. In that case, among other
differences, as more completely described in the prospectus supplement, United States Holders of
the notes that otherwise use the cash receipts and disbursements method of accounting would be
required to use an accrual method of accounting in determining their income from ownership of the
notes, and gain from a sale, redemption or exchange of the notes would be treated as ordinary
income rather than capital gain.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial public
offering price, the net proceeds to the issuer, the identities of the initial purchasers or agents,
the information under Examples of Calculation of Interest Rate, Risk Factors, ERISA
Considerations, Historical Information on 6m USD LIBORREF and Certain U.S. Federal
Income Tax Consequences above, and the following three 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.
The Issuer has filed with the Securities and Exchange Commission a registration statement,
including a prospectus, and a prospectus supplement, for the offering to which pricing supplement
relates. Before you invest, you should read the
P-7
prospectus and prospectus supplement, as well as the other documents the Issuer has filed with the
SEC for more complete information about the Issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined if the prospectus, the prospectus supplement or this pricing
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
P-8