PRICING SUPPLEMENT NO. AIG-FP-52A
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PRICING SUPPLEMENT NO. AIG-FP-52A
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FILED PURSUANT TO RULE 424(b)(2) |
DATED FEBRUARY 6, 2008
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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,
CMS SPREAD RANGE NOTES DUE FEBRUARY 8, 2023
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Principal
Amount: U.S.$1,625,000*
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Issue Date: February 8, 2008 |
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Agents Discount or Commission: 3.00% of Principal
Amount
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Stated Maturity Date: February 8, 2023 |
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Net
Proceeds to Issuer: U.S.$1,576,250
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Interest Rate: For each Interest
Accrual Period from and including the
Issue Date to, but excluding,
February 8, 2009, the interest rate
per annum shall be 7.50%. |
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For each Interest Accrual Period from
and including February 8, 2009 to,
but excluding, February 8, 2023, the
interest rate per annum shall be
determined as follows: |
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8.65% times (ii) N/M; |
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in each case, where N is the total
number of Business Days in the
applicable Interest Accrual Period
that the Reference Rate is greater
than or equal to 0.00%; and M is
the total number of Business Days in
the applicable Interest Accrual
Period. |
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Interest Payment Dates: Quarterly, on the
8th day of each February, May, August
and November, commencing May 8, 2008 and ending on
the Maturity Date (whether the Stated Maturity Date
or an earlier Redemption Date). If any such date is
not a Business Day, the related Interest Payment
Date will be the next following day that is a
Business Day, and no additional interest will be
payable on such Interest Payment Date as a result
of any such delay in payment.
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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. |
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Period End Dates: Quarterly, on the 8th
day of each February, May, August and November,
commencing May 8, 2008 and ending on the Maturity
Date, not subject to adjustment whether or not such
dates are Business Days.
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Reference Rate: An amount equal to
30CMS minus 10CMS; where (i) 30CMS
is the 30-Year Constant Maturity Swap
rate, as published by the Federal
Reserve Board in the Federal Reserve
Statistical Release H.15 and reported
on Reuters ISDAFIX1 or any successor
page thereto at 11:00 a.m. New York
time, and (ii) 10CMS is the 10-Year
Constant Maturity Swap rate, as
published by the Federal Reserve
Board in the Federal Reserve
Statistical Release H.15 and reported
on Reuters ISDAFIX1 or any successor
page thereto at 11:00 a.m. New York
time. If either of 10CMS or 30CMS
does not appear on Reuters Screen
ISDAFIX1 on any date, such rate for
such date shall be determined as if
the parties had specified
USD-CMS-Reference Banks (as defined
below) as the rate (or rates) that
does not appear on Reuters Screen
ISDAFIX1. |
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Reference Rate Cut-Off: Beginning
with the Interest Accrual Period
commencing on February 8, 2009, for
each Business Day in an Interest
Accrual Period starting |
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on, and
including, the fifth Business Day
prior to the Period End Date for such
Interest Accrual Period and ending on
and excluding such Period End Date,
the applicable Reference Rate will be
equal to the Reference Rate as
determined on the fifth Business Day
prior to such Period End Date. |
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Form: þ Book Entry o Certificated
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CUSIP No.:02687QDJ4 |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations: U.S.$1,000
and integral multiples of U.S.$1,000
in excess thereof |
The notes are being placed through or purchased by the Agents listed below:
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Agent
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Principal Amount |
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Wachovia Capital Markets, LLC
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U.S.$1,625,000
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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. |
* The
Principal Amount of notes offered hereby includes $1,125,000
aggregate principal amount of Medium-Term Notes, Series AIG-FP, CMS
Spread Range Notes Due February 8, 2023, that were described in
Pricing Supplement No. AIG-FP-52 dated January 25, 2008.
Concurrently with the pricing of the offering of the Notes, we intend to enter into a swap
transaction with an affiliate of the underwriter, Wachovia Capital Markets, LLC (Wachovia
Securities), to hedge completely our market risk under the Notes. Assuming there are no changes
in market conditions or any other relevant factors, the price, if any, at which Wachovia Securities
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. For more information, see Risk Factors.
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 February 8, 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:
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Business Day
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Means any day other than a day that (i) is a
Saturday or Sunday, or (ii) is a day on which
banking institutions generally in the City of
New York and London, England are authorized or
obligated by law, regulation or executive order
to close. |
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USD-CMS-Reference Banks
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An interest rate determined on the basis of the
mid-market semi-annual swap rate quotations
provided by the principal New York City office
of each of five leading swap dealers in the New
York interbank market (the Reference Banks) at
approximately 11:00 a.m., New York City time on
the applicable date; and for this purpose, the
semi-annual swap rate means the mean of the bid
and offered rates for the semi-annual fixed leg,
calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. dollar interest |
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rate
swap transaction with a term equal to, in the
case of 30CMS, 30 years, and in the case of 10CMS, 10 years, commencing on the applicable date and in a
representative amount for USD 30-year and USD 10-year CMS swap
transactions, as applicable, with an acknowledged dealer of good
credit in the swap market, where the floating leg, calculated on an
actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a
designated maturity of three months. The Calculation Agent will
request the Reference Banks to provide a quotation of its rate. If at
least three quotations are provided, the rate for the applicable date
will be the arithmetic mean of the quotations, eliminating the
highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the
lowest). If two quotations are provided, the rate for the applicable
date will be the arithmetic mean of the two quotations. If one
quotation is provided, the rate for the applicable date will be that
single quotation provided. If no quotations are provided, the rate
for the applicable date will be determined by the Calculation Agent
in good faith and in a commercially reasonable manner. |
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Maturity Date
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The earlier of the Stated Maturity Date or the Redemption Date. |
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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) |
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Examples of Calculation of Interest Rate:
The applicable Interest Rate for each quarterly Interest Accrual Period will be determined on a
per-annum basis but will apply only to that Interest Accrual Period.
Example 1: Assuming that during a 61-Business Day Interest Accrual Period commencing on or after
February 8, 2009 and ending prior to the Stated Maturity Date, the value of the Reference Rate is
greater than or equal to 0.00% on every Business 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 8.65% calculated as follows: 8.65% x 61/61 = 8.65% per annum.
Example 2: Assuming that during a 61-Business Day Interest Accrual Period commencing on or after
February 8, 2009 and ending prior to the Stated Maturity Date, the value of the Reference Rate is
less than 0.00% on every Business 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: 8.65% x 0/61 = 0.00% per annum.
Example 3: Assuming that during a 61-Business Day Interest Accrual Period commencing on or after
February 8, 2009 and ending prior to the Stated Maturity Date, the value of the Reference Rate is
greater than or equal to 0.00% on 20 Business 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 2.84% calculated as follows: 8.65% x 20/61 = 2.84% 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 the
30-year Constant Maturity Swap (CMS) Rate and 10-year CMS Rate, 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 inclusion in the original issue price of the Notes of distribution costs and projected profits
from hedging is likely to adversely affect secondary market prices for the Notes
Concurrently with the pricing of the offering of the Notes, we intend to enter into a swap
transaction with an affiliate of the underwriter, Wachovia Securities, to hedge completely our
market risk under the Notes. See Supplemental Plan of Distribution for more information
regarding the terms of the swap. Assuming there are no changes in market conditions or any other
relevant factors, the price, if any, at which Wachovia Securities 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 a
number of factors, including that (i) the potential profit to the secondary market purchaser of the
Notes may be incorporated into any offered price and (ii) the cost of funding used to value the
Notes in the secondary market is expected to be higher than our actual cost of funding incurred in
connection with the issuance of the Notes. In addition, the original public offering price of the
Notes included, and secondary market prices are likely to exclude, underwriting discounts paid with
respect to the Notes, and the projected profit that our swap counterparty may realize in connection
with this swap. Further, as a result of dealer discounts, mark-ups or other transaction costs, any
of which may be significant in the case of complex financial instruments such as the Notes, the
original public offering price may differ from values determined by pricing models used by our swap
counterparty or other potential purchasers of the Notes in secondary market transactions.
Wachovia Securities is not obligated to make a market in the Notes.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the 30-year CMS Rate and the
10-year CMS Rate 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, 8.65% per annum. However, for every
Business Day during any Interest Accrual Period commencing on or after February 8, 2009, on which
the Reference Rate is negative, that is, for every Business Day in the applicable period on which
the USD 30-year Constant Maturity Swap (CMS) Rate is less than USD 10-year CMS Rate, the applicable
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 8.65% per
annum. If the
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Reference Rate is less than 0.00% (that is, if the 10-year rate is higher than the 30-year rate) on
every Business Day in any Interest Accrual Period after February 8, 2009, the applicable Interest
Rate for that Interest Accrual Period will be zero.
Historical performance of the spread between the USD 30-year Swap Rate and the USD 10-year Swap
Rate should not be taken as an indication of the future performance of the 30-year CMS Rate and the
10-year CMS Rate during the term of the notes.
It is impossible to predict whether the Reference Rate will increase or decrease. The
Reference Rate will be influenced by complex and interrelated political, economic, financial and
other factors; therefore, the historical spread between the 30-year CMS Rate and the 10-year CMS
Rate should not be taken as an indication of the future performance of the spread between these two
rates during the term of the notes.
Factors that may affect the level of the 30-year CMS Rate and the 10-year CMS Rate and the
Reference Rate between them 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 the 30-year CMS
Rate, the 10-year CMS Rate and the spread between the two swap rates.
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 the 30-Year CMS Rate and the 10-Year CMS Rate on any
day and expectations relating to the future level of the 30-Year CMS Rate and the 10-Year CMS Rate
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:
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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; |
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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. |
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 Reference Rate increases and 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 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.
Trading by certain of our affiliates in the U.S. Dollar swap rate market may impair the value of
the notes.
Certain of our affiliates, including our subsidiary AIG-FP, the Calculation Agent, are active
participants in the U.S. Dollar swap rate market as dealers, proprietary traders and agents for our
customers, and therefore at any given time may be a party to one or more transactions related to
the 30-year CMS Rate or the 10-year CMS Rate. In addition, we or one or more
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of our affiliates may hedge our exposure under the notes by entering into various
transactions. We may adjust these hedges at any time and from time to time. Our trading and
hedging activities or other financial activity of ours or our affiliates may have a material
adverse effect on the spread between the 30-year CMS Rate and the 10-year CMS Rate and make it less
likely that you will receive a return on your investment in the notes. It is possible that we or
our affiliates could receive significant returns from these hedging activities while the value of
or amounts payable under the notes may decline.
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
Reference Rate or 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.
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HISTORICAL INFORMATION ON CONSTANT MATURITY SWAP RATES
The following graphs set forth the historical spread between the 30-Year CMS Rate and the
10-Year CMS Rate and the levels of each of the 30-Year CMS Rate and the 10-Year CMS Rate for the
years indicated. You should not take the past performance of the spreads between the 30-Year CMS
Rate and the 10-Year CMS Rate as an indication of future spreads.
Source: Bloomberg L.P. (without independent verification)
Source: Bloomberg L.P. (without independent verification)
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Source: Bloomberg L.P. (without independent verification)
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
For the reasons described below, we believe that the notes should be characterized as contingent
payment obligations and not as variable rate notes for U.S. federal income tax purposes, and we
intend to treat the notes as contingent payment obligations. For a summary of the material U.S.
federal income tax consequences of owning contingent payment obligations, please see the
description under the heading United States Taxation Original Issue Discount Notes Subject
to Contingent Payment Obligation Rules in the Prospectus Supplement. As more completely described
in the Prospectus Supplement, if the notes are treated as contingent payment obligations, 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.
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 a single
objective rate (that is, a rate determined using an interest-rate formula based on objective
financial or economic information). For purposes of determining whether a note has a single
objective rate, a note with an initial fixed rate of one year or less followed by an objective rate
could constitute a single objective rate if the initial fixed rate is a reasonable approximation of
the amount of interest that would have been payable on the notes had that rate for the initial
period been determined using the objective rate (such approximation, a Reasonable Approximation).
We believe that the initial fixed rate is not a Reasonable Approximation of the interest rate in
effect for the Interest Accrual Period commencing on February 8, 2009. Therefore, we intend to
treat this note as a contingent payment obligation and not as a variable rate note.
You should be aware that our expectations regarding the Reasonable
Approximation 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.
The U.S. Treasury Regulations discussing 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. The comparable
yield and projected payment schedule will be provided by the chief financial officer of AIG
Financial Products Corp. at AIG Financial Products Corp., 50 Danbury Road, Wilton, CT 06897-4444,
Tel. (203) 222-4700.
As indicated in the Prospectus Supplement, the treatment of contingent payment obligations subject
to optional redemption rights is uncertain. If the Internal Revenue Service were to require that
we not take into account the probability of exercise of the call option for purposes of calculating
the comparable yield and projected payment schedule, which will be made available to you as set
forth above, then the amount of income to be accrued would likely be different.
The comparable yield and projected payment schedule available as set forth
above are being provided to you solely for the purpose of determining the
amount of interest that accrues in respect of your note 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 of interest (if any)
that may be payable, or the likelihood of the notes being redeemed prior to the
stated maturity date.
Alternatively, if the initial fixed rate is found to be a Reasonable Approximation of the interest
rate in effect for the Interest Accrual Period commencing on February 8, 2009, it is possible that
your notes could be characterized as variable rate notes subject to rules described under the
heading United States Taxation United States Holders Original Issue Discount Variable
Rate Notes in the accompanying prospectus supplement.
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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 Wachovia Securities. Wachovia Securities 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 Wachovia Securities 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.
Concurrently with the pricing of the offering of the Notes, we intend to enter into a swap
transaction with an affiliate of the underwriter, Wachovia Securities, to hedge completely our
market risk under the Notes. Under this swap transaction we will be entitled to receive from the
swap counterparty payments equal to all amounts due under the Notes, on the due date for such
amounts, in exchange for periodic LIBOR-based payments by us to the swap counterparty.
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
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, Use of Proceeds, Certain U.S. Federal Income Tax Consequences and
Supplemental Plan of Distribution above, the historical information (including the graphs) under
Historical Information on Constant Maturity Swap Rates 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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