Execution Copy
AMERICAN INTERNATIONAL GROUP, INC.
6.25% SERIES A-1 JUNIOR SUBORDINATED DEBENTURES
UNDERWRITING AGREEMENT
March 6, 2007
Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc.,
X.X. Xxxxxx Securities Inc.,
As representatives of the several Underwriters
named in Schedule I hereto.
c/o Citigroup Global Markets Inc.,
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000.
Ladies and Gentlemen:
American International Group, Inc., a Delaware corporation (the "COMPANY"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the firms named in Schedule I hereto (the "UNDERWRITERS"), for whom you are
acting as Representatives (the "REPRESENTATIVES"), $1,000,000,000 aggregate
principal amount of its 6.25% Series A-1 Junior Subordinated Debentures (the
"SECURITIES").
1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A post-effective amendment No. 1 to the registration statements on
Form S-3 (Registration Nos. 333-106040 and 333-31024) in respect of the
Securities has been filed with the Securities and Exchange Commission (the
"COMMISSION"); such post-effective amendment, in the form heretofore delivered
to the Representatives (excluding exhibits to such post-effective amendment, but
including all documents incorporated by reference in the prospectus describing
junior subordinated debentures included in the post-effective amendment), has
been declared effective by the Commission in such form; other than a
registration statement, if any, increasing the size of the offering (a "RULE
462(B) REGISTRATION STATEMENT"), filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "ACT"), which became effective upon
filing, since the delivery to the Representatives no other document with respect
thereto or document incorporated by reference therein has been filed or
transmitted for filing with the Commission (other than filings by the Company
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and
other than preliminary prospectuses, preliminary prospectus supplements and
other prospectuses filed pursuant to Rule 424(b) or Rule 433 of the rules and
regulations of the Commission under the Act that relate to securities other than
the Securities); and no stop order suspending the effectiveness of the
post-effective amendment No. 1 or the Rule 462(b) Registration Statement, if
any, has been issued and no proceeding for that purpose has been initiated or
threatened by the Commission (the basic prospectus describing junior
subordinated debentures filed as part of such post-effective amendment No. 1 is
hereinafter
called the "BASIC PROSPECTUS"; any preliminary prospectus (including the Basic
Prospectus as supplemented by any preliminary prospectus supplement) relating to
the Securities filed with the Commission pursuant to Rule 424(b) of the rules
and regulations of the Commission under the Act is hereinafter called a
"PRELIMINARY PROSPECTUS"; the various parts of such post-effective amendment No.
1 and the Rule 462(b) Registration Statement, if any, including all exhibits
thereto and the documents incorporated by reference in the Basic Prospectus at
the time such post-effective amendment became effective but excluding any
Statement of Eligibility under the Trust Indenture Act of 1939, as amended (the
"TRUST INDENTURE ACT"), and including any prospectus supplement relating to the
Securities that is filed with the Commission and deemed by virtue of Rule 430B
to be part of the registration statement, each as amended at the time such
post-effective amendment became effective or such part of the Rule 462(b)
Registration Statement, if any, became or hereafter becomes effective, are
hereinafter collectively called the "REGISTRATION STATEMENT"; the Basic
Prospectus as amended and supplemented immediately prior to the Applicable Time
(as defined in Section 1(c) hereof), is hereinafter called the "PRICING
PROSPECTUS"; the form of the final prospectus relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with
Section 5(a) hereof is hereinafter called the "PROSPECTUS"; any reference herein
to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act,
as of the date of such prospectus; any reference to any amendment or supplement
to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any post-effective amendment to the Registration
Statement, any prospectus supplement relating to the Securities filed with the
Commission pursuant to Rule 424(b) under the Act and any documents filed under
the Exchange Act and incorporated therein, in each case after the date of the
Basic Prospectus, such Preliminary Prospectus or the Prospectus, as the case may
be; any reference to any amendment to the Registration Statement shall be deemed
to refer to and include any annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement; and any "issuer free writing prospectus" as defined in Rule 433 under
the Act relating to the Securities is hereinafter called an "ISSUER FREE WRITING
PROSPECTUS";
(b) No order preventing or suspending the use of any Preliminary
Prospectus or any Issuer Free Writing Prospectus has been issued by the
Commission, and each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the Act and the Trust
Indenture Act, and the rules and regulations of the Commission thereunder, and
did not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the Representatives expressly
for use therein;
(c) For the purposes of this Agreement, the "APPLICABLE TIME" is 5:00
p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus, as
supplemented by the information contained in the final term sheet prepared and
filed pursuant to Section 5(a) hereof, taken together (collectively, the
"PRICING DISCLOSURE PACKAGE") as of the Applicable Time, did not include any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and each other Issuer Free Writing
Prospectus listed on Schedule II(a) hereto does not conflict with the
information contained in the Registration Statement, the Pricing
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Prospectus or the Prospectus, and each such other Issuer Free Writing
Prospectus, as supplemented by and taken together with the Pricing Disclosure
Package as of the Applicable Time, did not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in an Issuer Free Writing
Prospectus in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter through the Representatives expressly
for use therein;
(d) The documents incorporated by reference in the Pricing Prospectus
and the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained
an untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and any further documents so filed
and incorporated by reference in the Prospectus, when such documents become
effective or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission thereunder and will
not contain an untrue statement of a material fact or, in the case of an Annual
Report on Form 10-K, omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or, in the case of
any other document filed under the Exchange Act, omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to (i) any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter through the Representatives expressly for use
therein, or (ii) any statement in any such document which does not constitute
part of the Registration Statement, Pricing Prospectus or Prospectus pursuant to
Rule 412 under the Act;
(e) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement and the
Prospectus will conform, in all material respects to the requirements of the Act
and the Trust Indenture Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as to
the Registration Statement and any amendment thereto and as of its date as to
the Prospectus and any supplement thereto, contain an untrue statement of a
material fact or, in the case of the Registration Statement, omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading or, in the case of the Prospectus, omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to (i) the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of the Trustee, (ii) any
statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by any Underwriter through the
Representatives expressly for use in the Prospectus or any amendment or
supplement thereto, or (iii) any statement which does not constitute part of the
Registration Statement or Prospectus pursuant to Rule 412 under the Act;
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(f) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware and has
full power and authority to own its properties and to conduct its business as
described in the Prospectus;
(g) Since the date of the latest audited financial statements
incorporated by reference in the Basic Prospectus as amended or supplemented
there has not been (i) any material change in the capital stock (other than as
occasioned by Common Stock having been issued pursuant to the Company's employee
stock purchase plans, equity incentive plans and upon conversion of convertible
securities), or (ii) any material adverse change in or affecting the financial
position, shareholders' equity or results of operations of the Company and its
consolidated subsidiaries considered as an entirety, in each case, otherwise
than as set forth or contemplated in such Basic Prospectus as amended or
supplemented (any such change described in clause (ii) is referred to as a
"MATERIAL ADVERSE CHANGE");
(h) The Securities have been duly authorized and, when issued and
delivered pursuant to this Agreement, the Securities will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Junior Subordinated Indenture, dated as of March 13, 2007, as supplemented
by the First Supplemental Indenture, dated March 13, 2007 (as so supplemented,
the "INDENTURE"), between the Company and The Bank of New York, as Trustee (the
"TRUSTEE"), subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles; the Indenture
has been duly authorized and qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument, enforceable against the
Company in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles; and the Indenture conforms, and the Securities will conform, in all
material respects to the descriptions thereof contained in the Pricing
Disclosure Package and in the Prospectus;
(i) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture and this
Agreement, and the consummation of the transactions herein and therein
contemplated, will not conflict with or result in a breach of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other material agreement or instrument to which the
Company is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject, or result in any violation of any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its properties, except, in
each case, for such conflicts, breaches, defaults and violations that would not
have a material adverse effect on the business, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries considered as an entirety (a "MATERIAL ADVERSE EFFECT") or affect
the validity of the Securities, nor will such action result in any violation of
the provisions of the Restated Certificate of Incorporation, as amended, or the
By-Laws of the Company; and no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency or
body is required by the Company for the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by this Agreement
or the Indenture, except such consents, approvals, authorizations, orders,
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registrations or qualifications the failure to obtain or make would not have a
Material Adverse Effect or affect the validity of the Securities, and such
consents, approvals, authorizations, orders, registrations or qualifications as
have been, or will have been prior to the date of this Agreement, obtained under
the Act or the Trust Indenture Act and such consents, approvals, authorizations,
orders, registrations or qualifications as may be required under state
securities or Blue Sky laws (including insurance laws of any state relating to
offers and sales of securities in such state) in connection with the purchase
and distribution of the Securities by the Underwriters; and
(j) There is no action, suit or proceeding pending, or to the
knowledge of the executive officers of the Company, threatened against the
Company or any of its subsidiaries, which has, or may reasonably be expected in
the future to have, a Material Adverse Effect, except as set forth or
contemplated in the Pricing Disclosure Package or the Prospectus as amended or
supplemented in accordance with Section 5(a) hereof.
2. (a) Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price of 98.516% of the principal amount thereof, the principal
amount of Securities set forth opposite the name of such Underwriter in Schedule
I hereto.
(b) Each Underwriter represents and agrees with the Company that it will
comply with or observe any restrictions or limitations set forth in the
Prospectus as amended or supplemented on persons to whom, or the jurisdictions
in which, or the manner in which, the Securities may be offered, sold, resold or
delivered.
3. Upon the authorization by the Representatives of the release of such
Securities, the several Underwriters propose to offer such Securities for sale
upon the terms and conditions set forth in the Prospectus.
4. The Securities to be purchased by each Underwriter hereunder will be
represented by one or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
Securities to one or more of the Representatives for the account of each
Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer of Federal (same-day) funds to the account
specified by the Company to the Representatives at least twenty-four hours in
advance, by causing DTC to credit the Securities to the account of one or more
of the Representatives at DTC. The Company will cause the certificates
representing the Securities to be made available to the Representatives for
checking prior to the Time of Delivery (as defined below) at the office of DTC
or its designated custodian (the "DESIGNATED OFFICE"). The time and date of such
delivery and payment shall be 9:30 a.m., New York City time, on March 13, 2007
or such other time and date as the Representatives and the Company may agree
upon in writing. Such time and date are herein called the "TIME OF DELIVERY".
The documents to be delivered at the Time of Delivery by or on behalf of
the parties hereto pursuant to Section 8 hereof, including the cross-receipt for
the Securities, will be delivered at the offices of Xxxxxxxx & Xxxxxxxx LLP, 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "CLOSING Location"), and the Securities
will be delivered at the Designated Office, all at the Time of Delivery. A
meeting will be held at the Closing Location at 4:00 p.m., New York City time,
on the New York Business Day next preceding the Time of Delivery, at which
meeting the final drafts of the documents to be delivered pursuant to the
preceding sentence will be available
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for review by the parties hereto. For the purposes of this Section 4, "NEW YORK
BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close.
5. The Company covenants and agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under the
Act not later than the Commission's close of business on the second business day
following the date of this Agreement; to make no further amendment or supplement
(other than an amendment or supplement as a result of filings by the Company
under the Exchange Act and other than amendments or supplements in connection
with offerings of medium-term notes under any medium-term note program existing
on the date of this Agreement) to the Registration Statement or the Prospectus
prior to the Time of Delivery which shall be disapproved by the Representatives
promptly after reasonable notice thereof; between the signing of this Agreement
and the Time of Delivery, to give reasonable advance notice to the
Representatives of any filings by the Company under the Exchange Act; between
the signing of this Agreement and the Time of Delivery, to advise the
Representatives promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any amendment or supplement to the Prospectus has been filed (other than an
amendment or supplement as a result of filings by the Company under the Exchange
Act and other than amendments or supplements in connection with offerings of
medium-term notes under any medium-term note program existing on the date of
this Agreement) and to furnish the Representatives with copies thereof; to
prepare a final term sheet, containing solely a description of the Securities,
in the form set forth in Exhibit A to Schedule II hereto and to file such term
sheet pursuant to Rule 433(d) under the Act within the time required by such
Rule; to file promptly all other material required to be filed by the Company
with the Commission pursuant to Rule 433(d) under the Act; to file promptly all
reports and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act for so long as the delivery of a prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the Act) is required in
connection with the offering or sale of the Securities, and during such same
period to advise the Representatives, promptly after it receives notice thereof,
of the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended Prospectus
has been filed with the Commission (other than an amendment or supplement as a
result of filings by the Company under the Exchange Act and other than the
filing of prospectuses, preliminary prospectuses, preliminary prospectus
supplements, issuer free-writing prospectuses and other documents pursuant to
Rule 424(b) or Rule 433 under the Act that relate to securities other than the
Securities), of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any prospectus relating to the Securities,
of the suspension of the qualification of the Securities for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for any
such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any such prospectus relating to
the Securities or suspending any such qualification, to use promptly its best
efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Securities for offering
and sale under the securities laws of
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such jurisdictions as the Representatives may request and to comply with such
laws so as to permit the continuance of sales and dealings in such jurisdictions
for as long as may be necessary to complete the distribution of the Securities;
provided, however, that in connection therewith the Company shall not be
required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;
(c) From time to time, to furnish the Underwriters with written and
electronic copies of the Prospectus in such quantities as the Representatives
may reasonably request, and, if the delivery of a prospectus (or in lieu
thereof, the notice referred to in Rule 173(a) under the Act) is required at any
time prior to the expiration of nine months after the time of issuance of the
Prospectus in connection with the offering or sale of the Securities and if at
such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Act) is delivered, not misleading, or if for any other reason it shall
be necessary during such same period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the Trust
Indenture Act, to notify the Representatives and upon their request to file such
document and to prepare and furnish without charge to each Underwriter and to
any dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance; and in case any Underwriter is required to deliver a prospectus (or
in lieu thereof, the notice referred to in Rule 173(a) under the Act) in
connection with sales of any of the Securities at any time nine months or more
after the time of issue of the Prospectus, upon the request of the
Representatives but at the expense of such Underwriter, to prepare and deliver
to such Underwriter as many written and electronic copies as the Representatives
may request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c)), an earnings
statement of the Company and its subsidiaries (which need not be audited)
complying with Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company, Rule 158); and
(e) During the period beginning from the date hereof and continuing to
and including the earlier of (i) the termination of trading restrictions for the
Securities, as notified to the Company by the Representatives, and (ii) the Time
of Delivery for the Securities, not to offer, sell, contract to sell or
otherwise dispose of any debt securities of the Company which mature more than
nine months after such Time of Delivery and which are pari passu with, and
otherwise substantially similar to, the Securities, without the prior written
consent of the Representatives, provided that the foregoing agreement shall not
apply to the Series A-2 or the Series A-3 Junior Subordinated Debentures of the
Company.
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6. (a) The Company and each Underwriter agree that the Underwriters may
prepare and use one or more preliminary term sheets relating to the Securities
containing customary information; provided that such information has been
approved by the Company before the first communication containing such
information is used;
(b) Each Underwriter represents that it has not and will not use,
authorize use of, refer to, or participate in the planning for use of, any
written communication that constitutes an offer to sell or the solicitation of
an offer to buy the Securities other than (A) any written communication
permitted under subparagraph (a) above, (B) the final term sheet prepared and
filed pursuant to Section 5(a) hereof, or (C) any written communication prepared
by such Underwriter and approved in writing by the Company in advance;
(c) The Company represents to the Underwriters that it has not and will
not use, authorize use of, refer to, or participate in the planning for use of,
any written communication that constitutes an offer to sell or the solicitation
of an offer to buy the Securities other than (A) any written communication
permitted under subparagraph (a) above, (B) the final term sheet prepared and
filed pursuant to Section 5(a) hereof, (C) a press release or other announcement
relating to the Securities that complies with Rule 134 or Rule 135 under the Act
and that the Company issues after giving notice to the Representatives of its
intent to issue a press release, or (D) any written communication approved by
the Representatives in advance in writing;
(d) Any such free writing prospectus the use of which has been consented
to by the Company or the Representatives, as the case may be (including the
final term sheet prepared and filed pursuant to Section 5(a) hereof), is listed
on Schedule II(a) hereto;
(e) The Company represents and agrees that it has complied and will
comply with the requirements of Rule 433 under the Act applicable to any Issuer
Free Writing Prospectus, including timely filing with the Commission, where
required, and legending; and
(f) The Company agrees that if at any time following the issuance of an
Issuer Free Writing Prospectus any event occurred or occurs as a result of which
such Issuer Free Writing Prospectus would conflict with the information in the
Registration Statement, the Pricing Prospectus or the Prospectus, or would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances then prevailing, not misleading, the Company will, if the
Underwriters are then required to deliver a prospectus under the Act in respect
of sales of Securities (or, in lieu thereof, the notice referred to in Rule 173
under the Act), give prompt notice thereof to the Representatives and, if
requested by the Representatives, will prepare and furnish without charge to
each Underwriter an Issuer Free Writing Prospectus or other document which will
correct such conflict, statement or omission; provided, however, that this
representation and warranty shall not apply to any statements or omissions in an
Issuer Free Writing Prospectus made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through the
Representatives expressly for use therein.
7. The Underwriters jointly and severally agree to pay or cause to be paid
all of the Company's expenses in connection with the transactions contemplated
by this Agreement, up to an amount equal to 10% of the total discounts and
commissions received by the Underwriters in connection with the offering of the
Securities, including without limitation, (i) the fees, disbursements and
expenses of the Company's counsel and accountants in connection with the
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registration of the Securities under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free
Writing Prospectus and the Prospectus and amendments and supplements thereto and
the mailing and delivering of copies thereof to the Underwriters; (ii) the cost
of printing, word-processing or reproducing this Agreement, any Indenture, any
Blue Sky and Legal Investment Memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all
expenses in connection with the qualification of the Securities for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the fees and disbursements of the Company's counsel in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities; (vii) the fees and expenses of any Trustee and
any agent of any Trustee and the fees and disbursements of counsel for any
Trustee in connection with any Indenture and the Securities; and (viii) all
other costs and expenses incident to the performance of the Company's
obligations hereunder and under the Indenture which are not otherwise
specifically provided for in this Section.
8. The obligations of the Underwriters shall be subject, in the discretion
of the Representatives, to the condition that all representations and warranties
and other statements of the Company herein shall be true and correct in all
material respects, at and as of the Time of Delivery, the condition that the
Company shall have performed, in all material respects, all of its obligations
hereunder theretofore to be performed and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission or, to the
knowledge of the executive officers of the Company, shall be contemplated by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the reasonable satisfaction of the
Representatives;
(b) Xxxxx Xxxx & Xxxxxxxx, counsel to the Underwriters, shall have
furnished to the Representatives such opinion, dated the Time of Delivery, with
respect to the Indenture, the validity of the Securities, the Registration
Statement, the Pricing Disclosure Package, the Prospectus, and other related
matters as the Representatives may reasonably request, and the Company shall
have furnished to such counsel such documents as they reasonably request to
enable them to pass upon such matters;
(c) Xxxxxxxx & Xxxxxxxx LLP, counsel for the Company, shall have
furnished to the Representatives their opinion or opinions, dated the Time of
Delivery, to the effect set forth in Schedule III hereto;
(d) Xxxxxxxx X. Xxxxxxx, Senior Vice President, Secretary and Deputy
General Counsel of the Company, shall have furnished to the Representatives her
opinion, dated the Time of Delivery, to the effect set forth in Schedule IV
hereto;
(e) On the date of the Prospectus at a time prior to the execution of
this Agreement and at the Time of Delivery, the independent registered public
accounting firm who have audited the financial statements of the Company and its
subsidiaries incorporated by
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reference in the Registration Statement, the Pricing Disclosure Package and the
Prospectus shall have furnished to the Representatives a letter, dated the
respective dates of delivery thereof, to the effect set forth in Schedule V
hereto, and with respect to such letter dated such Time of Delivery, as to such
other matters as the Representatives may reasonably request and in form and
substance satisfactory to the Representatives;
(f) Since the respective dates as of which information is given in the
Pricing Disclosure Package, there shall not have been any Material Adverse
Change which, in the judgment of the Representatives, materially impairs the
investment quality of the Securities, otherwise than as set forth or
contemplated in the Prospectus as amended or supplemented in accordance with
Section 5(a) hereof;
(g) The Company shall have furnished or caused to be furnished to the
Representatives a certificate of the Chief Executive Officer, the President, any
Vice Chairman, any Executive or Senior Vice President or any Vice President and
a principal financial or accounting officer of the Company, dated the Time of
Delivery, in which such officers, to the best of their knowledge after
reasonable investigation, shall state that the representations and warranties of
the Company in this Agreement are true and correct, in all material respects, as
of the Time of Delivery, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied, in all
material respects, at or prior to the Time of Delivery, that no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are threatened by the
Commission, and that, since the respective dates as of which information is
given in the Pricing Disclosure Package, there has not been any Material Adverse
Change, otherwise than as set forth or contemplated in the Prospectus as amended
or supplemented in accordance with Section 5(a) hereof; and
(h) On or after the date hereof, there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange if the effect of any such event, in the
reasonable judgment of the Representatives, is to make it impracticable or
inadvisable to proceed with the purchase by the Underwriters of the Securities
from the Company; (ii) a general moratorium on commercial banking activities in
New York declared by either Federal or New York State authorities; (iii) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, other than any
such outbreak, escalation or declaration arising out of or relating to the U.S.
war on terrorism that does not represent a significant departure from the
conditions that exist at the date hereof, if the effect of any such event in the
reasonable judgment of the Representatives is to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated by the Pricing Disclosure
Package or the Prospectus as amended or supplemented in accordance with Section
5(a) hereof; (iv) the suspension of trading in the Company's common stock, par
value $2.50 per share, on the New York Stock Exchange, if the effect of such
event in the reasonable judgment of the Representatives is to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Securities on the terms and in the manner contemplated by the Pricing
Disclosure Package or the Prospectus as amended or supplemented in accordance
with Section 5(a); or (v) any downgrading in the rating accorded the Company's
senior debt securities by Xxxxx'x Investors Service, a subsidiary of Xxxxx'x
Corporation, or Standard & Poor's, a division of the XxXxxx-Xxxx Companies,
Inc., if the effect of such event in the reasonable judgment of the
Representatives is to make it impracticable or inadvisable to
-10-
proceed with the public offering or the delivery of the Securities on the terms
and in the manner contemplated by the Pricing Disclosure Package or the
Prospectus as amended or supplemented in accordance with Section 5(a).
9. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or any
amendment or supplement thereto, any Issuer Free Writing Prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse such Underwriter for any legal or
other expenses reasonably incurred by it in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, the Basic Prospectus, any Preliminary
Prospectus, the Pricing Prospectus, or any amendment or supplement thereto, or
any Issuer Free Writing Prospectus, in reliance upon and in conformity with
written information furnished to the Company by such Underwriter expressly for
use therein; and provided, further, that the foregoing indemnity agreement
contained in this Section 9(a), with respect to the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, or any
amendment or supplement thereto, or any Issuer Free Writing Prospectus shall not
inure to the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Securities, where (i) prior to
the Applicable Time the Company shall have notified such Underwriter that the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the
Pricing Prospectus, or any amendment or supplement thereto, or any Issuer Free
Writing Prospectus contains an untrue statement of material fact or omits to
state therein a material fact necessary in order to make the statements therein
not misleading, (ii) such untrue statement or omission of a material fact was
corrected in a further amendment or supplement to the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus, or any
amendment or supplement thereto, or, where permitted by law, an Issuer Free
Writing Prospectus, and such corrected Prospectus or Issuer Free Writing
Prospectus was provided to such Underwriter prior to the Applicable Time, (iii)
such corrected Registration Statement, Prospectus, Preliminary Prospectus or
Issuer Free Writing Prospectus (excluding any document incorporated by reference
therein) was not conveyed to such person at or prior to the contract for sale of
the Securities to such person and (iv) such loss, claim, damage or liability
would not have occurred had the corrected Registration Statement, Prospectus,
Preliminary Prospectus or Issuer Free Writing Prospectus (excluding any document
incorporated by reference therein) been conveyed to such person as provided for
in clause (iii) above.
(b) Each Underwriter will, severally and not jointly, indemnify and
hold harmless the Company against any losses, claims, damages or liabilities to
which the Company or such controlling person may become subject, under the Act,
the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Basic Prospectus, any Preliminary Prospectus,
the Pricing Prospectus or any amendment or supplement thereto, or any Issuer
Free Writing Prospectus, or
-11-
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, the Basic Prospectus,
any Preliminary Prospectus, the Pricing Prospectus or any amendment or
supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action is brought against any indemnified party and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation.
(d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Securities on the other from the offering of the Securities to which such
loss, claim, damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law, or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company on the one hand and the Underwriters of the
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Company bear to
the total underwriting discounts and commissions received by such Underwriters
in respect thereof. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading
relates to information supplied
-12-
by the Company on the one hand or by such Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of Securities
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations with respect to such Securities and not
joint.
(e) The obligations of the Company under this Section 9 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 9 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
10. (a) If any Underwriter shall default in its obligation to purchase the
Securities which it has agreed to purchase, the Representatives may in their
discretion arrange for themselves or another party or other parties to purchase
such Securities on the terms contained herein. If within thirty-six hours after
such default by any Underwriters, the Representatives do not arrange for the
purchase of such Securities, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or other
parties satisfactory to the Representatives to purchase such Securities on such
terms. In the event that, within the prescribed period, the Representatives
notify the Company that they have so arranged for the purchase of such
Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Securities, the Representatives or the Company shall
have the right to postpone the Time of Delivery for such Securities for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"UNDERWRITER" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Securities.
(b) If, after giving effect to any arrangements for the purchase of
the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in
-13-
subsection (a) above, the aggregate principal amount of such Securities which
remains unpurchased does not exceed one-tenth of the aggregate principal amount
of the Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Securities which
such Underwriter agreed to purchase under this Agreement relating to such
Securities and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of Securities which
such Underwriter agreed to purchase under this Agreement) of the Securities of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Securities which remains unpurchased exceeds
one-tenth of the aggregate principal amount of the Securities, as referred to in
subsection (b) above, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Securities of a defaulting Underwriter or Underwriters, then this Agreement
relating to such Securities shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 7 hereof
and the indemnity and contribution agreements in Section 9 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
11. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
12. If this Agreement shall be terminated pursuant to Section 10 or for any
other reason, the Company shall not then be under any liability to any
Underwriters except as provided in Section 9 hereof.
13. In all dealings hereunder, the Representatives of the Underwriters of
the Securities shall act on behalf of each of such Underwriters, and the parties
hereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any Underwriter made or given by such Representatives
jointly.
All statements, requests, notices and advices hereunder shall be in
writing, or by telephone if promptly confirmed in writing, and if to an
Underwriter, shall be sufficient in all respects when delivered or sent by
facsimile transmission or registered mail as set forth in Schedule I hereto
under such Underwriter's name, and if to the Company shall be sufficient in all
respects when delivered or sent by registered mail to 00 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Facsimile Transmission No. (000) 000-0000, Attention: Corporate
Secretary.
14. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Section 9 and
Section 11 hereof, the officers and directors of the Company and each person who
controls the Company or any
-14-
Underwriter, and their respective heirs, executors, administrators, personal
representatives, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
15. The Company acknowledges and agrees that (i) the purchase and sale of
the Securities pursuant to this Agreement is an arm's-length commercial
transaction between the Company, on the one hand, and the several Underwriters,
on the other, (ii) in connection therewith and with the process leading to such
transaction each Underwriter is acting solely as a principal and not the agent
or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or
fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Company on other matters)
or any other obligation to the Company except the obligations expressly set
forth in this Agreement and (iv) the Company has consulted its own legal and
financial advisors to the extent it deemed appropriate. The Company agrees that
it will not claim that the Underwriters, or any of them, has rendered advisory
services of any nature or respect (other than services rendered by any of the
Underwriters in its role as a joint structuring advisor), or owes a fiduciary or
similar duty to the Company, in connection with such transaction or the process
leading thereto.
16. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Underwriters, or any of
them, with respect to the subject matter hereof.
17. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
18. Time shall be of the essence in this Agreement.
19. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all of such counterparts shall together constitute one and the same
instrument.
-15-
If the foregoing is in accordance with your understanding, please sign and
return to us five counterparts hereof, whereupon this letter and the acceptance
by each of you thereof shall constitute a binding agreement between the Company
and each of you in accordance with its terms.
Very truly yours,
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Xxxxxx X. Gender
-------------------------------------
Name: Xxxxxx X. Gender
Title: Vice President and Treasurer
Accepted in New York, New York
CITIGROUP GLOBAL MARKETS INC.
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE BANK SECURITIES INC.
By /s/ Marc Fratepietro /s/ Xxxxx Xxxxxxxxx
---------------------------------- ----------------------------------------
Name: Marc Fratepietro Xxxxx Xxxxxxxxx
Title: Managing Director Director
X.X. XXXXXX SECURITIES INC.
By /s/ Xxxx X. Xxxxxxx
----------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
-16-
SCHEDULE I
PRINCIPAL
AMOUNT OF
6.25% SERIES
A-1 JUNIOR
SUBORDINATED
DEBENTURES
TO BE
UNDERWRITERS ADDRESS PURCHASED
------------ ------------------------ --------------
Citigroup Global Markets Inc........ 000 Xxxxxxxxx Xxxxxx $ 200,000,000
Xxx Xxxx, XX 00000
Deutsche Bank Securities Inc........ 00 Xxxx Xxxxxx $ 200,000,000
0xx Xxxxx
Xxx Xxxx, XX 00000
X.X. Xxxxxx Securities Inc.......... 000 Xxxx Xxxxxx $ 200,000,000
Xxx Xxxx, XX 00000
Banc of America Securities LLC...... 00 Xxxx 00xx Xxxxxx $ 150,000,000
Xxx Xxxx, XX 00000
Xxxxxx Brothers Inc................. 000 Xxxxxxx Xxxxxx $ 150,000,000
Xxx Xxxx, XX 00000
Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated......... 4 World Financial Center $ 25,000,000
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxxx & Co. Incorporated... 0000 Xxxxxxxx $ 25,000,000
Xxx Xxxx, XX 00000
I-1
Scotia Capital (USA) Inc............ One Liberty Plaza $ 25,000,000
000 Xxxxxxxx, 00xx xxxxx
Xxx Xxxx, XX
Wachovia Capital Markets, LLC....... 000 Xxxx Xxxxxx $ 25,000,000
Xxx Xxxx, XX 00000
--------------
Total............................ $1,000,000,000
==============
I-2
SCHEDULE II
(a) Issuer Free Writing Prospectuses:
Final Term Sheet, attached as Exhibit A to Schedule II, as filed with
the Commission pursuant to Rule 433 on March 6, 2007.
(b) Additional Documents Incorporated by Reference:
II-1
EXHIBIT A TO SCHEDULE II
FORM OF FINAL TERM SHEET
(AIG LOGO)
AMERICAN INTERNATIONAL GROUP, INC.
$1,000,000,000
6.25% SERIES A-1 JUNIOR SUBORDINATED DEBENTURES
FINAL TERM SHEET
ISSUER: American International Group, Inc.
TITLE OF SECURITIES: 6.25% Series A-1 Junior Subordinated
Debentures
AGGREGATE PRINCIPAL AMOUNT: $1,000,000,000
PRICE TO PUBLIC: 99.516%
PURCHASE PRICE BY UNDERWRITERS: 98.516%
SCHEDULED MATURITY DATE: March 15, 2037
FINAL MATURITY DATE: March 15, 2087
INTEREST RATE AND INTEREST PAYMENT 6.25% from and including March 13, 2007
DATES DURING FIXED RATE PERIOD: to but excluding March 15, 2037, payable
semi-annually in arrears on each March
15 and September 15, beginning on
September 15, 2007.
INTEREST RATE AND INTEREST PAYMENT Annual rate equal to three-month LIBOR
DATES DURING FLOATING RATE PERIOD: +205.6 bp, from and including March 15,
2037, payable quarterly in arrears on
each March 15, June 15, September 15 and
December 15, beginning on June 15, 2037.
If three-month LIBOR cannot be
determined for the quarterly interest
period beginning on the Scheduled
Maturity Date in the manner specified in
the preliminary prospectus supplement
for the 6.25% Series A-1 Junior
Subordinated Debentures, "three-month
LIBOR" will be 5.34%.
TRADE DATE: March 6, 2007
II-2
SETTLEMENT DATE: March 13, 2007
OPTIONAL REDEMPTION: Subject to restrictions under the
Replacement Capital Covenant, redeemable
- in whole or in part, at any time
prior to the Scheduled Maturity
Date, at greater of par and
discounted present value at the
treasury rate plus 25 bp, together,
in either case, with interest
accrued to the redemption date; and
- in whole or in part, at any time on
or after the Scheduled Maturity
Date, at par, together with
interest accrued to the redemption
date.
In the case of a redemption in part
prior to the Scheduled Maturity Date,
the aggregate principal amount
outstanding after such redemption must
be at least $50,000,000.
REDEMPTION FOR TAX EVENT OR RATING Subject to restrictions under the
AGENCY EVENT: Replacement Capital Covenant, redeemable
in whole but not in part, at any time
prior to the Scheduled Maturity Date, at
greater of par and discounted present
value at the treasury rate plus 50 bp
together, in either case, with interest
accrued to the redemption date
REPLACEMENT CAPITAL COVENANT: A replacement capital covenant will
apply until March 15, 2067. The dates
referred to in the prospectus supplement
on which the "applicable percentage" and
the types of securities that constitute
"qualifying capital securities" (as
therein defined) will change are March
15, 2037 and March 15, 2057.
REOFFER SPREAD TO BENCHMARK TREASURY: +160 bp
BENCHMARK TREASURY: UST 4.50% due February 15, 2036
BENCHMARK TREASURY YIELD: 4.686%
REOFFER YIELD: 6.286%
CUSIP: 000000XX0
ISIN: US026874BE68
JOINT STRUCTURING ADVISORS: Citigroup Global Markets Inc., Deutsche
Bank Securities Inc. and X.X. Xxxxxx
Securities Inc.
II-3
JOINT BOOKRUNNING MANAGERS: Banc of America Securities LLC,
Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., X.X. Xxxxxx
Securities Inc. and Xxxxxx Brothers Inc.
CO-MANAGERS: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, Xxxxxx Xxxxxxx & Co.
Incorporated, Scotia Capital (USA) Inc.
and Wachovia Capital Markets, LLC
THE ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) WITH THE
SEC FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU
SHOULD READ THE PROSPECTUS IN THAT REGISTRATION STATEMENT, THE PRELIMINARY
PROSPECTUS SUPPLEMENT AND 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 XXXXX ON THE SEC WEB SITE AT XXX.XXX.XXX.
ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE
OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING
CITIGROUP GLOBAL MARKETS INC. TOLL FREE AT (000) 000-0000, DEUTSCHE BANK
SECURITIES INC. TOLL FREE AT (000) 000-0000 OR X.X. XXXXXX SECURITIES INC.
COLLECT AT (000) 000-0000.
II-4
SCHEDULE III
Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP
March __, 2007
Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc.,
X.X. Xxxxxx Securities Inc.,
As Representatives of the several Underwriters
c/o [Name],
[Address].
Ladies and Gentlemen:
In connection with the several purchases today by you and the other
Underwriters named in Schedule I to the Underwriting Agreement, dated March __,
2007 (the "UNDERWRITING AGREEMENT"), between American International Group, Inc.,
a Delaware corporation (the "COMPANY"), and you, as Representatives of the
several Underwriters named therein (the "UNDERWRITERS"), of $__________
aggregate principal amount of the Company's _____% Series A-1 Junior
Subordinated Debentures (the "SECURITIES") issued pursuant to the Indenture,
dated as of March __, 2007, as supplemented by the First Supplemental Indenture,
dated March __, 2007 (together, the "INDENTURE"), between the Company and The
Bank of New York, as Trustee (the "TRUSTEE"), we, as counsel for the Company,
have examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, it is our opinion
that:
(1) The Company has been duly incorporated and is an existing corporation
in good standing under the laws of the State of Delaware.
(2) The Indenture has been duly authorized, executed and delivered by the
Company and duly qualified under the Trust Indenture Act of 1939; the Securities
have been duly authorized, executed, authenticated, issued and delivered; and
the Indenture and the Securities constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy,
III-1
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
(3) The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.
The foregoing opinion is limited to the Federal laws of the United States,
the laws of the State of New York and the General Corporation Law of the State
of Delaware, and we express no opinion as to the effect of the laws of any other
jurisdiction.
We have also relied as to certain matters upon information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee, that the Securities conform to the
specimen thereof examined by us, that the Trustee's certificates of
authentication of the Securities have been manually signed by one of the
Trustee's authorized officers, and that the signatures on all documents examined
by us are genuine, assumptions which we have not independently verified.
Very truly yours,
-----------------------------------------
III-2
FORM OF LETTER OF XXXXXXXX & XXXXXXXX LLP
March __, 2007
Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc.,
X.X. Xxxxxx Securities Inc.,
As Representatives of the several Underwriters
c/o [Name],
[Address].
Ladies and Gentlemen:
This is with reference to the registration under the Securities Act of 1933
(the "Securities Act") and offering of $__________ aggregate principal amount of
_____% Series A-1 Junior Subordinated Debentures (the "Securities") of American
International Group, Inc. (the "Company").
The two Registration Statements relating to the Securities (File Nos.
333-106040 and 333-31024) were filed on different dates on Form S-3 in
accordance with procedures of the Securities and Exchange Commission (the
"Commission") permitting a delayed or continuous offering of securities pursuant
thereto and, if appropriate, a post-effective amendment, document incorporated
by reference therein or prospectus supplement that provides information relating
to the terms of the securities and the manner of their distribution.
The Registration Statements were amended by a Post-Effective Amendment No.
1, declared effective by the Commission on July 24, 2006. References in this
letter to the Registration Statement refer to the latest Registration Statement
as amended by Post-Effective Amendment No. 1. The Securities have been offered
by the Prospectus dated July 24, 2006 (the "Basic Prospectus"), as supplemented
by the Prospectus Supplement, dated March __, 2007 (the "Prospectus
Supplement"). The Basic Prospectus, as supplemented by the Prospectus
Supplement, does not necessarily contain a current description of the Company's
business and affairs since, pursuant to Form S-3, it incorporates by reference
certain documents filed with the Commission that contain information as of
various dates.
III-3
As counsel to the Company, we reviewed the Registration Statement, the
Basic Prospectus, the Prospectus Supplement and the documents listed in Schedule
A hereto (those listed documents, taken together with the Basic Prospectus,
being referred to herein as the "Pricing Disclosure Package") and participated
in discussions with your representatives and those of the Company and its
accountants. Between the date of the Prospectus Supplement and the time of
delivery of this letter, we participated in further discussions with your
representatives and those of the Company, its accountants and its counsel
concerning certain matters relating to the Company and reviewed certificates of
certain officers of the Company, a letter addressed to you from the Company's
accountants and an opinion addressed to you from counsel to the Company. On the
basis of the information that we gained in the course of the performance of the
services referred to above, considered in the light of our understanding of the
applicable law (including the requirements of Form S-3 and the character of
prospectus contemplated thereby) and the experience we have gained through our
practice under the Securities Act, we confirm to you that, in our opinion, each
part of the Registration Statement, as of the effective date of Post-Effective
Amendment No. 1, and the Basic Prospectus, as supplemented by the Prospectus
Supplement, as of the date of the Prospectus Supplement, appeared on their face
to be appropriately responsive, in all material respects relevant to the
offering of the Securities, to the requirements of the Securities Act, the Trust
Indenture Act of 1939 and the applicable rules and regulations of the Commission
thereunder. Further, nothing that came to our attention in the course of such
review has caused us to believe that, insofar as relevant to the offering of the
Securities,
(a) any part of the Registration Statement, when such part became
effective, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading, or
(b) the Pricing Disclosure Package, as of [__:00] [A/P].M. on March __,
2007 (which you have informed us is prior to the time of the first sale of the
Securities by any Underwriter), [when considered together with any other
disclosure added in the Prospectus Supplement,] contained any untrue statement
of a material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or
III-4
(c) the Basic Prospectus, as supplemented by the Prospectus Supplement, as
of the date of the Prospectus Supplement, contained any untrue statement of a
material fact or omitted to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading.
We also advise you that nothing that came to our attention in the course of
the procedures described in the second sentence of this paragraph has caused us
to believe that (a) the Basic Prospectus, as supplemented by the Prospectus
Supplement, or (b) the Pricing Disclosure Package, [when considered together
with any other disclosures added in the Prospectus Supplement,] as of the time
of delivery of this letter, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
The limitations inherent in the independent verification of factual matters
and the character of determinations involved in the registration process are
such, however, that we do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement, the Basic Prospectus, the Prospectus Supplement or the Pricing
Disclosure Package, except for those made under the captions "Description of
Junior Subordinated Debentures" in the Basic Prospectus and "Description of
Terms of the Series A-1 Junior Subordinated Debentures", "Certain United States
Federal Income Tax Consequences" and "Underwriting" in the Prospectus
Supplement, in each case insofar as they relate to provisions of the Securities,
the Indenture under which the Securities are to be issued or the Underwriting
Agreement relating to the Securities, or insofar as they relate to provisions of
U.S. Federal tax law therein described. Also, we do not express any opinion or
belief as to the financial statements or other financial data derived from
accounting records contained in the Registration Statements, the Basic
Prospectus, the Prospectus Supplement or the Pricing Disclosure Package, or as
to the report of management's assessment of the effectiveness of internal
control over financial reporting or the auditors' attestation report thereon,
each as included in the Registration Statement, the Basic Prospectus, the
Prospectus Supplement and the Pricing Disclosure Package, or as to the statement
of the eligibility and qualification of the Trustee under the Indenture under
which the Securities are being issued.
III-5
This letter is furnished by us, as counsel to the Company, to you, as
Representatives of the Underwriters, solely for the benefit of the Underwriters
in their capacity as such, and may not be relied upon by any other person. This
letter may not be quoted, referred to or furnished to any purchaser or
prospective purchaser of the Securities and may not be used in furtherance of
any offer or sale of the Securities.
Very truly yours,
----------------------------------------
III-6
SCHEDULE A
[List documents that are included in the Pricing Disclosure Package, including
the Basic Prospectus as supplemented by the Preliminary Prospectus Supplement
and the final term sheet prepared pursuant to Section 5(a) of the Underwriting
Agreement.]
III-7
SCHEDULE IV
FORM OF OPINION OF XXXXXXXX X. XXXXXXX
March __, 2007
Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc.,
X.X. Xxxxxx Securities Inc.,
As Representatives of the several Underwriters
c/o [Name],
[Address].
Ladies and Gentlemen:
I am Senior Vice President, Secretary and Deputy General Counsel of
American International Group, Inc., a Delaware corporation (the "Company"), and,
as such, I am generally familiar with the corporate affairs of the Company.
This opinion is rendered in connection with the several purchases today by
you and the other Underwriters named in Schedule I to the Underwriting
Agreement, dated March __, 2007 (the "Underwriting Agreement"), between the
Company and you, as Representatives of the several Underwriters named therein
(the "Underwriters"), of $_____ aggregate principal amount of the Company's
_____% Series A-1 Junior Subordinated Debentures (the "Securities") issued
pursuant to the Junior Subordinated Indenture, dated as of March __, 2007, as
supplemented by the First Supplemental Indenture, dated March __, 2007
(together, the "Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee").
The two Registration Statements relating to the Securities (File Nos.
333-106040 and 333-31024) were filed under the Securities Act of 1933 (the
"Act") on different dates on Form S-3. The Registration Statements were amended
by a Post-Effective Amendment No. 1, declared effective by the Securities and
Exchange Commission (the "Commission") on July 24, 2006. References in this
letter to the Registration Statement refer to the latest Registration
IV-1
Statement as amended by Post-Effective Amendment No. 1. The Securities have been
offered by the Prospectus dated July 24, 2006 (the "Basic Prospectus"), as
supplemented by the Prospectus Supplement, dated March [__], 2007 (the
"Prospectus Supplement").
In rendering my opinion, I, as Senior Vice President, Secretary and Deputy
General Counsel of the Company, have examined the Registration Statement, the
Basic Prospectus, the Prospectus Supplement and the documents listed in Schedule
A hereto (those listed documents, taken together with the Basic Prospectus as
amended or supplemented immediately prior to the Applicable Time (as defined
below) being referred to herein as the "Pricing Disclosure Package"), and I have
examined such corporate records, certificates and other documents, and have
reviewed such questions of law, as I have considered necessary or appropriate
for the purposes of this opinion. Upon the basis of such examination and review,
you are advised that, in my opinion:
(i) The Company has authorized capital as incorporated by reference in the Basic
Prospectus.
(ii) To the best of my knowledge and information, there are no contracts or
other documents required to be summarized or disclosed or filed as exhibits to
the Registration Statement, other than those summarized or disclosed in the
Registration Statement or filed as exhibits thereto, and there are no legal or
governmental proceedings pending or threatened of a character required to be
disclosed in the Registration Statement and the Basic Prospectus, as amended or
supplemented by the Prospectus Supplement, which are not disclosed.
(iii) The issue and sale of the Securities, and the compliance by the Company
with all of the provisions of the Securities, the Indenture and the Underwriting
Agreement, will not result in a breach of any of the terms or provisions of, or
constitute a default under, any material indenture, mortgage, deed of trust,
loan agreement, or other material agreement or instrument in effect on the date
hereof and known to me, to which the Company is a party or by which the Company
may be bound or to which any of the property or assets of the Company is subject
or violate any judgment, order or decree of any court or governmental body
applicable to the
IV-2
Company, except for such breaches, defaults and violations that would not have a
Material Adverse Effect (as defined in the Underwriting Agreement) or affect the
validity of the Securities, nor will such action result in any violation of the
provisions of the Restated Certificate of Incorporation, as amended, or the
By-Laws of the Company in effect on the date hereof; and no consent, approval,
authorization, order, registration or qualification of or with any court or any
regulatory authority or other governmental body is required for the issue and
sale of the Securities or the consummation by the Company of the other
transactions contemplated by the Underwriting Agreement or the Indenture, except
such as have been obtained under the Act and the Trust Indenture Act of 1939, as
amended, and such consents, approvals, authorizations, orders, registrations or
qualifications the failure to obtain or make would not have a Material Adverse
Effect or affect the validity of the Securities and as may be required under
state securities or Blue Sky laws (including insurance laws of any state
relating to offers and sales of securities in such state) in connection with the
purchase and distribution of the Securities by the Underwriters, as contemplated
by the Underwriting Agreement.
(iv) Nothing which came to my attention has caused me to believe that, insofar
as relevant to the offering of the Securities,
(a) any part of the Registration Statement, when such part became
effective, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or
(b) the Pricing Disclosure Package, as of __:00 [A/P].M. on March __, 2007
(the "Applicable Time") (which you have informed me is prior to the time of
the first sale of the Securities by any Underwriter), when considered
together with any other disclosure added in the Prospectus Supplement,
contained any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or
IV-3
(c) the Basic Prospectus, as supplemented by the Prospectus Supplement, as
of the date of the Prospectus Supplement, contained any untrue statement of
a material fact or omitted to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(v) The documents incorporated by reference in the Basic Prospectus, as
supplemented by the Prospectus Supplement, as of the date they became effective
or were filed with the Commission, as the case may be, complied as to form in
all material respects with the Act and the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
In rendering the opinion in paragraph (iv), (A) I assume no responsibility
for the accuracy, completeness or fairness of the statements contained in the
Registration Statement, the Basic Prospectus, the Prospectus Supplement or the
Pricing Disclosure Package, except for those made under the captions
"Description of Junior Subordinated Debentures" in the Basic Prospectus and
"Description of Terms of the Series A-1 Junior Subordinated Debentures" in the
Prospectus Supplement, in each case insofar as they relate to provisions of the
Securities and the Indenture under which the Securities are to be issued therein
described, and (B) I express no opinion or belief as to the financial statements
or other financial data derived from accounting records contained in the
Registration Statement, the Basic Prospectus, the Prospectus Supplement or the
Pricing Disclosure Package, or as to the report of management's assessment of
the effectiveness of internal control over financial reporting or the auditors'
attestation report thereon, each as included in the Registration Statement, the
Basic Prospectus, the Prospectus Supplement and the Pricing Disclosure Package,
or as to the statement of the eligibility and qualification of the Trustee under
the Indenture under which the Securities are being issued.
In rendering the opinion in paragraph (v), I express no opinion or belief
as to the financial statements or other financial or statistical data contained
in the Basic Prospectus or the Prospectus Supplement, or as to the report of
management's assessment of the effectiveness of
IV-4
internal control over financial reporting or the auditors' attestation report
thereon, each as included in the Basic Prospectus and the Prospectus Supplement.
This letter is furnished by me, as Senior Vice President, Secretary and
Deputy General Counsel of the Company, to you, as Representatives of the
Underwriters, solely for the benefit of the Underwriters in their capacity as
such, and may not be relied upon by any other person. This opinion may not be
quoted, referred to or furnished to any purchaser or prospective purchaser of
the Securities and may not be used in furtherance of any offer or sale of the
Securities.
Very truly yours,
----------------------------------------
IV-5
SCHEDULE A
[List documents that are included in the Pricing Disclosure Package, including
the Basic Prospectus as supplemented by the Preliminary Prospectus Supplement
and the final term sheet prepared pursuant to Section 5(a) of the Underwriting
Agreement.]
IV-6
SCHEDULE V
FORM OF LETTER OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
March 6, 2007
American International Group, Inc.
and
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
X.X. Xxxxxx Securities Inc.,
as representatives of the several underwriters
Ladies and Gentlemen:
We have audited:
1. the consolidated financial statements of American International Group, Inc.
(the "Company") and subsidiaries as of December 31, 2006 and 2005 and for
each of the three years in the period ended December 31, 2006 included in
the Company's annual report on Form 10-K for the year ended December 31,
2006 (the "Form 10-K"),
2. the related financial statement schedules included in the Form 10-K,
3. management's assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2006 included in the
Form 10-K, and
4. the effectiveness of the Company's internal control over financial
reporting as of December 31, 2006.
The consolidated financial statements, financial statement schedules and
management's assessment referred to above are all incorporated by reference in
the registration statement (No. 333-106040) on Form S-3 filed by the Company
under the Securities Act of 1933 (the "Act"); our report (which contains an
adverse opinion on the effectiveness of internal control over financial
reporting) with respect to the audits referred to above is also incorporated by
reference in such registration statement. Such registration statement of which
the Prospectus dated July 24, 2006 forms a part, is supplemented by the
Preliminary Prospectus Supplement dated March 6, 2007 for the offering of $1
billion of 6.25% Series A-1 Junior Subordinated Debentures. Such registration
statement is herein referred to as the "Registration Statement."
V-1
In connection with the Registration Statement:
1. We are an independent registered public accounting firm with respect to the
Company within the meaning of the Act and the applicable rules and
regulations thereunder adopted by the Securities and Exchange Commission
(the "SEC") and the Public Company Accounting Oversight Board (United
States) (the "PCAOB").
2. In our opinion, the consolidated financial statements and financial
statement schedules audited by us and incorporated by reference in the
Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the Act and the Securities Exchange
Act of 1934 and the related rules and regulations adopted by the SEC.
3. We have not audited any financial statements of the Company as of any date
or for any period subsequent to December 31, 2006. Therefore, we are unable
to and do not express any opinion on the Company's financial position,
results of operations or cash flows as of any date or for any period
subsequent to December 31, 2006. Also, we have not audited the Company's
internal control over financial reporting as of any date subsequent to
December 31, 2006. Therefore, we do not express any opinion on the
Company's internal control over financial reporting as of any date
subsequent to December 31, 2006.
4. For purposes of this letter, we have read the minutes of the 2006 and 2007
meetings of the stockholders, the Board of Directors and Committees of the
Board of Directors of the Company as set forth in the minute books at March
1, 2007, officials of the Company having advised us that the minutes of all
such meetings through that date were set forth therein, except for the
minutes of the meetings listed below which were not approved in final form,
for which agendas were provided to us; officials of the Company have
represented that such agendas include all substantive actions taken at such
meetings:
i) the Board of Directors of AIG (the "Board"), January 17,
2007 and February 27, 2007 meetings;
ii) the Audit Committee of the Board, February 14, 2007 and
February 27, 2007 meetings;
iii) the Compensation Committee of the Board, December 11, 2006
meeting;
iv) the Finance Committee of the Board, February 15, 2007
meeting;
v) the Nominating and Corporate Governance Committee of the
Board, January 16, 2007 meeting;
V-2
vi) the Public Policy and Social Responsibility Committee of the
Board , January 16, 2007 meeting;
vii) the Regulatory, Compliance and Legal Committee of the Board,
January 17, 2007 meeting.
We have carried out other procedures to March 1, 2007 (our work did
not extend to the period from March 2, 2007 to March 6, 2007,
inclusive) as follows.
5. Company officials have advised us that no consolidated financial data as of
any date or for any period subsequent to December 31, 2006 are available;
accordingly, the procedures carried out by us with respect to changes in
financial statement items after December 31, 2006 have, of necessity, been
limited. We have inquired of certain officials of the Company who have
responsibility for financial and accounting matters as to whether (a) at
March 1, 2007 there was any change in the capital stock, increase in
long-term debt, or decrease in consolidated shareholders' equity of the
Company as compared with amounts shown in the December 31, 2006
consolidated balance sheet incorporated by reference in the Registration
Statement; or (b) for the period from January 1, 2007 to March 1, 2007,
there were any decreases, as compared with the corresponding period in the
preceding year, in consolidated net income.
Those officials referred to above stated that due to the fact that there is
no consolidated financial data available subsequent to December 31, 2006,
they are not in a position to comment on whether there was any such change,
increase or decrease.
6. This letter is solely for the information of the addressees and to assist
the underwriters in conducting and documenting their investigation of the
affairs of the Company in connection with the offering of the securities
covered by the Registration Statement, and is not to be used, circulated,
quoted, or otherwise referred to for any other purpose, including but not
limited to the registration, purchase, or sale of securities, nor is it to
be filed with or referred to in whole or in part in the Registration
Statement or any other document, except that reference may be made to it in
the underwriting agreement or in any list of closing documents pertaining
to the offering of the securities covered by the Registration Statement.
Yours very truly,
--------------------------------------
V-3
