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 |
|
June 1, 2037 |
|
|
105.000 |
% |
June 1, 2038 |
|
|
104.500 |
% |
June 1, 2039 |
|
|
104.000 |
% |
June 1, 2040 |
|
|
103.500 |
% |
June 1, 2041 |
|
|
103.000 |
% |
June 1, 2042 |
|
|
102.500 |
% |
June 1, 2043 |
|
|
102.000 |
% |
June 1, 2044 |
|
|
101.500 |
% |
June 1, 2045 |
|
|
101.000 |
% |
June 1, 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 |
|
June 1, 2008 |
|
|
97.50 |
% |
June 1, 2009 |
|
|
97.50 |
% |
June 1, 2010 |
|
|
97.75 |
% |
June 1, 2011 |
|
|
98.00 |
% |
June 1, 2012 |
|
|
98.00 |
% |
June 1, 2013 |
|
|
98.25 |
% |
June 1, 2014 |
|
|
98.50 |
% |
June 1, 2015 |
|
|
98.50 |
% |
June 1, 2016 |
|
|
98.75 |
% |
June 1, 2017 |
|
|
99.00 |
% |
June 1, 2018 |
|
|
99.00 |
% |
June 1, 2019 |
|
|
99.25 |
% |
June 1, 2020 |
|
|
99.50 |
% |
June 1, 2021 |
|
|
99.50 |
% |
June 1, 2022 |
|
|
99.75 |
% |
June 1, 2023 and each June 1 thereafter to, and including,
maturity |
|
|
100.00 |
% |
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 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.
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 is 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 that meets the passive income test. 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.
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.
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 “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, 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 $3.7 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $248,862,000 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.