424B2
The information in this preliminary pricing supplement is not complete and may be changed.
None of this preliminary pricing supplement, the prospectus supplement or the prospectus is an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
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SUBJECT
TO COMPLETION, DATED MAY 15, 2007
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FILED PURSUANT TO RULE 424(b)(2) |
PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-14
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REGISTRATION NO. 333-106040 |
TO PROSPECTUS DATED JULY 24, 2006 |
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AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
CMS CURVE NOTES DUE MAY 31, 2022
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Principal Amount: U.S.$[]
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Issue Date: May 31, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: May 31, 2022 |
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Interest Rate: For each Interest
Accrual Period from and including
the Interest Accrual Period
commencing on the Issue Date to
and including the Interest
Accrual Period ending on May 31,
2009, 10.00% per annum. |
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For each Interest Accrual Period
commencing on or after May 31,
2009, the interest rate per annum
shall be determined as follows: |
Net Proceeds to Issuer: U.S.$[]
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(i) 50 times (ii) the greater of
0 or the Reference Rate on the
related Interest Determination
Date. |
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Interest Payment Dates: Quarterly, on the last
calendar day in each of February, May, August and
November, commencing August 2007 and ending on the
Maturity Date, subject to adjustment using the
Following Business Day Payment Convention.
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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 previous
Period End Date, as applicable,
to but excluding the next Period
End Date. |
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Period End Dates: Quarterly, on the last calendar
day in each of February, May, August and November,
commencing August 2007 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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Form: þ Book Entry o Certificated
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CUSIP No.:02687QBV9 |
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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.$1,000
in excess thereof): N/A |
The notes are being placed through or purchased by the Agents listed below:
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Agent |
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Principal Amount |
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Merrill Lynch,
Pierce, Fenner &
Smith Incorporated
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U.S.$[]
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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. |
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 ten (10) calendar days, at 100% of the Principal Amount, on May 31, 2008 and on each
Interest Payment Date thereafter up to and including February 28, 2022.
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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Following Business Day
Convention
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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 so, that
date as adjusted will be the first following
day that is a Business Day. |
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Interest Determination Date
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Means, in respect of an Interest Accrual
Period commencing on or after May 31, 2009,
the day that is two (2) Business Days prior
to the beginning of such Interest Accrual
Period. |
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Business Day
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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. |
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U.S. Government Securities
Business Day
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Means any day except for Saturday, Sunday,
or a day on which The Bond Market
Association recommends that the fixed income
departments of its members be closed for the
entire day for purposes of trading in U.S.
government securities. |
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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 day that is two U.S. Government
Securities Business Days preceding 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 rate |
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swap transaction with a term
equal to, in the case of 10CMS, 10 years,
and in the case of 30CMS, 30 years, commencing on the applicable date and in a
representative amount for 10-year and 30-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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Day Count Convention:
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30/360 |
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Calculation Agent:
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Merrill Lynch Capital Services |
Examples of Calculation of Interest Rate:
Example 1: Assuming the Reference Rate is less than 0.00% on the day that is two (2) days prior to
the end of the applicable Interest Accrual Period, that is the 30CMS is not greater than the 10CMS
on the day that is two (2) days prior to the end of 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: 50 x 0.00 = 0.00%.
Example 2: Assuming the Reference Rate is 0.04% on the day that is two (2) days prior to the end of
the applicable Interest Accrual Period, on the applicable Interest Payment Date, the Interest Rate
per annum for the applicable Interest Accrual Period would be 2.00% calculated as follows: 50 x
0.04% = 2.00%.
Example 3: Assuming the Reference Rate is 0.75% on the day that is two (2) days prior to the end of
the applicable Interest Accrual Period, on the applicable Interest Payment Date, the Interest Rate
per annum for the applicable Interest Accrual Period would be 37.50% calculated as follows: 50 x
0.75% = 37.50%.
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.
Historical performance of the spread between the USD 30-year CMS Rate and the USD 10-year CMS 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.
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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; interest 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 and credit ratings. |
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.
There may not be an active trading market in the notes and sales prior to maturity may result in
losses
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a secondary market for the notes develops, it
may not provide significant liquidity or result in trading of notes at prices advantageous to you.
Sales in the secondary market may result in significant losses.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
currently intends to act as market makers for the notes, but they are not required to do so, and
may stop doing so at any time. We expect there will be little or no liquidity in the notes. The
prices that may be offered in the secondary market for the notes will be discounted to reflect
hedging and other costs and, among other things, changes of and volatility in interest rates in the
market.
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 Financial Products Corp. 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 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.
The inclusion of compensation and projected profits from hedging in the original issue price is
likely to adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
we, any of our affiliates or any market maker are willing to purchase the notes in secondary market
transactions will likely be lower, and may be materially lower, than the price at which we sold the
notes to the Agent. In addition, any such prices may differ from values determined by pricing
models used by us or any of our affiliates or any market maker as a result of dealer discounts,
mark-ups or other transactions.
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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 24, 2006.
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.
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.
USCMS10
Index Historical Closing Level
Source: Bloomberg L.P.
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USCMS30
Index Historical Closing Level
Source: Bloomberg L.P.
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Historical
Reference Rate of CMS30 Minus CMS10
Source: Bloomberg L.P.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
We will treat the notes as contingent payment obligations. Special U.S. federal income tax
rules apply 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 Prospectus Supplement.
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. As discussed in
the 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 %. Based on this comparable yield, and taking into account the first
eight initial fixed payments on the notes, the projected payment schedule for each payment period
is set forth in the following table:
[Table to come]
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, then the amount of
income to be accrued would likely be different.
The comparable yield and projected payment schedule set forth above is being
provided to you solely for the purpose of determining interest accruals in
respect of your note, 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 with respect to your note after May 31, 2009, or the
likelihood of the notes being redeemed prior to the Maturity Date.
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, Certain U.S. Federal
Income Tax Consequences, ERISA Considerations and Risk Factors 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, 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., 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., Lehman Brothers Inc., McDonald Investments Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Morgan Stanley & Co.
Incorporated, 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. To date, including the notes described by
this pricing supplement, we have accepted offers to purchase approximately $[] billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $[] aggregate principal amount (or its equivalent in
one or more foreign currencies) of Series AIG-FP notes.
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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