Redemption at Option of Issuer:
The notes will be redeemable, in whole or in part, at the option of the Issuer, upon written notice
of a minimum of 30 and a maximum of 60 calendar days, on each of the redemption dates and at the
corresponding redemption prices (in each case expressed as a percentage of the principal amount)
set forth in the following table, together with any accrued interest to the redemption date:
| |
|
|
| Redemption Date |
|
Redemption Price |
November 27, 2037 |
|
105.000% |
November 27, 2038 |
|
104.500% |
November 27, 2039 |
|
104.000% |
November 27, 2040 |
|
103.500% |
November 27, 2041 |
|
103.000% |
November 27, 2042 |
|
102.500% |
November 27, 2043 |
|
102.000% |
November 27, 2044 |
|
101.500% |
November 27, 2045 |
|
101.000% |
November 27, 2046 |
|
100.500% |
Repayment at Option of Holder:
The notes will be repayable, in whole or in part, at the option of the holder, upon written notice
of a minimum of 30 and a maximum of 60 calendar days, on each of the repayment dates and at the
corresponding repayment prices (in each case expressed as a percentage of the principal amount) set
forth in the following table, together with any accrued interest to the repayment date:
| |
|
|
| Repayment Date |
|
Repayment Price |
November 27, 2008 |
|
97.50% |
November 27, 2009 |
|
97.50% |
November 27, 2010 |
|
97.75% |
November 27, 2011 |
|
98.00% |
November 27, 2012 |
|
98.00% |
November 27, 2013 |
|
98.25% |
November 27, 2014 |
|
98.50% |
November 27, 2015 |
|
98.50% |
November 27, 2016 |
|
98.75% |
November 27, 2017 |
|
99.00% |
November 27, 2018 |
|
99.00% |
November 27, 2019 |
|
99.25% |
November 27, 2020 |
|
99.50% |
November 27, 2021 |
|
99.50% |
November 27, 2022 |
|
99.75% |
November 27, 2023 and each June 1 thereafter to, and |
|
100.00% |
including, maturity |
|
|
In the event that a date in the tables above is not a Business Day, the repayment date will be the
next succeeding Business Day.
If the option of the holder to elect repayment as described above is deemed to be a “tender offer”
within the meaning of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, we will
comply with Rule 14e-1 as then in effect to the extent applicable.
Other Provisions:
Calculation Agent: AIG Financial Products Corp.
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 plan’s 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 Financial
Products Corp. or certain of its subsidiaries for use for general corporate purposes.
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.
The Issuer believes that it is a domestic operating corporation and that less than 25 percent of
its affiliated group’s gross receipts was passive investment income for the taxable year ending
December 31, 2006. 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. It is, in addition, possible that the
Internal Revenue Service may disagree with the Issuer’s determination of its status as domestic
operating corporation or the manner in which the Issuer has calculated the affiliated group’s gross
receipts (including the characterization thereof) and passive investment income and the conclusions
reached herein. Furthermore, the Issuer is not providing any advice as to whether purchasing the
notes will result in a valid Section 1042 transaction.
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.
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 “ERISA Considerations” and under “Certain U.S. Federal Income Tax Consequences”
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.