PRICING SUPPLEMENT NO. AIG-FP-22E
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PRICING SUPPLEMENT NO. AIG-FP-22E
DATED JULY 5, 2007
TO PROSPECTUS DATED JULY 24, 2006
AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006
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FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 333-106040 |
AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
CMS CURVE NOTES DUE JULY 20, 2027
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Principal
Amount: U.S.$8,200,000*
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Issue Date: July 20, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: July 20, 2027 |
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Net
Proceeds to Issuer: U.S.$8,200,000
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Interest Rate: |
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For the period from and including
the Issue Date to but excluding
July 20, 2009, the interest rate
per annum shall be 9.00% per annum. |
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For the period from and including
July 20, 2009 to but excluding July
20, 2012, the interest rate per
annum shall be determined as
follows: |
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(i) 9.00% per annum times (ii) N/M;
where N is the total number of
calendar days in the applicable
Interest Accrual Period that the
Reference Rate is greater than or
equal to 0.00%; and M is the
total number of calendar days in
the applicable Interest Accrual
Period. |
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For the period from and including
July 20, 2012 to but excluding July
20, 2022, the interest rate per
annum shall be determined as
follows:
(i) 10.00% per annum times (ii) N/M. |
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For the period from and including
July 20, 2022 to but excluding July
20, 2027, the interest rate per
annum shall be determined as
follows:
(i) 20.00% per annum times (ii) N/M. |
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For the purpose of calculating the
value of N, for each calendar day
in an Interest Accrual Period that
is not a U.S. Government Securities
Business Day, the Reference Rate
will be equal to the Reference Rate
on the previous U.S. Government
Securities Business Day, subject to
the provisions set out under
Reference Rate Cut-Off below. |
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Interest Payment Dates: Semi-annual on each January
20, and July 20, commencing on January 20, 2008,
and ending on the Maturity Date (whether the Stated
Maturity Date or an earlier Redemption Date),
subject to adjustment using the Following Business
Day Payment Convention.
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Interest Accrual Periods: The
semi-annual period from and
including the Issue Date (in the
case of the first Interest Accrual
Period) or previous Period End
Date, as applicable, to but
excluding the next Period End Date.
Interest shall cease to accrue upon
payment of principal on the Notes
on the Maturity Date. |
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Period End Dates: Semi-annual, on each January 20,
and July 20, commencing on January 20, 2008 and
ending on the Maturity Date, not subject to
adjustment, whether or not such dates are Business
Days or U.S. Government Securities Business Days.
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Reference Rate: An amount equal to
30CMS minus 10CMS; where (i)
30CMS is the 30-Year Constant
Maturity Swap rate, as published by
the Federal Reserve Board in the
Federal Reserve Statistical Release
H.15 and reported on Reuters
ISDAFIX1 or any successor page
thereto at 11:00 a.m. New York
time, and (ii) 10CMS is the
10-Year Constant Maturity Swap
rate, as published by the Federal
Reserve Board in the Federal
Reserve Statistical Release H.15
and reported on Reuters ISDAFIX1 or
any successor page thereto at 11:00
a.m. New York time. If either of
10CMS or 30CMS does not appear on
Reuters Screen ISDAFIX1 on any
date, such rate for such date shall
be determined as if the parties had
specified USD-CMS-Reference Banks
(as defined below) as the rate (or
rates) that does not appear on
Reuters Screen ISDAFIX1. |
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Reference Rate Cut-Off: Beginning
with the Interest Accrual Period
commencing July 20, 2009, for each
calendar day in an Interest Accrual
period starting on, and including,
the fifth U.S. Government
Securities Business Day prior to
the Period End Date for such
Interest Accrual Period and ending
on and excluding such Period End
Date, the Reference Rate will be
equal to the Reference Rate
determined on the fifth U.S.
Government Securities Business Day
prior to that Period End Date. |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QCD8 |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations (If other
than U.S.$1,000 and integral
multiples of U.S.$1,000 in excess
thereof): N/A |
The notes are being placed through or purchased by the Agents listed below:
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Agent |
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Principal Amount |
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Nomura Securities International, Inc.
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U.S.$8,200,000
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Capacity:
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o Agent
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þ Principal |
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If as Agent:
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The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
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þ The notes are being offered at varying prices related to prevailing market prices at the time of resale. |
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o The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
* The
Principal Amount of notes offered hereby includes $5,000,000
aggregate principal amount of Medium-Term Notes, Series AIG-FP,
CMS Curve Notes Due July 20, 2027, that were described in
Pricing Supplement No. AIG-FP-22 dated June 28, 2007,
$200,000 aggregate principal amount of Medium-Term Notes, Series
AIG-FP, CMS Curve Notes Due July 20, 2027, that were described
in Pricing Supplement No. AIG-FP-22A dated June 29, 2007, $1,500,000 aggregate principal amount of Medium-Term Notes,
Series AIG-FP, CMS Curve Notes Due July 20, 2007, that were
described in Pricing Supplement No. AIG-FP-22B dated
July 2, 2007, $500,000 aggregate principal amount of
Medium-Term Notes, Series AIG-FP, CMS Curve Notes Due July 20, 2007,
that were described in Pricing Supplement No. AIG-FP 22C dated
July 2, 2007 and $500,000 aggregate principal amount of
Medium-Term Notes, Series AIG-FP, CMS Curve Notes Due July 20, 2007,
that were described in Pricing Supplement No. AIG-FP 22D dated
July 3, 2007.
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of five (5) Business Days, at 100% of the Principal Amount, on July 20, 2008 and on each
Interest Payment Date thereafter up to and including January 20, 2027.
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes, will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Stated Maturity Date, upon redemption,
or upon acceleration, from and after that date the notes will bear interest, payable upon demand of
their holders, at the rate equal to the interest rate applicable to the Interest Accrual Period or
portion thereof as of the date on which the default occurs, to the extent that payment of interest
is legally enforceable on the unpaid amount due and payable on that date in accordance with the
terms of the Notes to the date payment of that amount has been made or duly provided for.
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Other Provisions:
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Following Business Day
Convention
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Means the convention for adjusting any
relevant date if it would otherwise fall on a
day that is not a Business Day. When used in
conjunction with a date, this convention shall
mean that an adjustment will be made such that
if that date would otherwise fall on a day
that is not a Business Day so, that date as
adjusted will be the first following day that
is a Business Day. |
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Business Day
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Means any day other than a day that (i) is a
Saturday or Sunday, (ii) is a day on which
banking institutions generally in the City of
New York or London, England are authorized or
obligated by law, regulation or executive
order to close or (iii) is a day on which
transactions in dollars are not conducted in
the City of New York or London, England. |
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U.S. Government Securities
Business Day
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Means any day except for Saturday, Sunday, or
a day on which The Bond Market Association
recommends that the fixed income departments
of its members be closed for the entire day
for purposes of trading in U.S. government
securities. |
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USD-CMS-Reference Banks
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An interest rate determined on the basis of
the mid-market semi-annual swap rate
quotations provided by the principal New York
City office of each of five leading swap
dealers in the New York interbank market (the
Reference Banks) at approximately 11:00
a.m., New York City time on the day that is
two U.S. Government Securities Business Days
preceding the applicable date; and for this
purpose, the semi-annual swap rate means the
mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360
day count basis, of a fixed-for-floating U.S.
dollar interest rate swap transaction with a
term equal to, in the case of 30CMS, 30 years,
and in the case of 10CMS, 10 years, commencing
on the applicable date and in a representative
amount for 30-year and 10-year CMS swap
transactions, as applicable, with an
acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on
an actual/360 day count basis, is equivalent
to USD-LIBOR-BBA with a designated maturity of
three months. The Calculation Agent will
request the Reference Banks to provide a
quotation of its rate. If at least three
quotations are provided, the rate for the
applicable date will be the arithmetic mean of
the quotations, eliminating the highest
quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest).
If two quotations are provided, the rate for
the applicable date will be the arithmetic
mean of the two quotations. If one quotation
is provided, the rate for the applicable date
will be that single quotation provided. If no
quotations are provided, the rate for the
applicable date will be determined by the
Calculation Agent in good faith and in a
commercially reasonable manner. |
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Day Count Convention:
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30/360 |
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Calculation Agent:
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AIG Financial Products Corp. |
Examples of Calculation of Interest Rate:
Example 1: Assuming the value of the Reference Rate is greater than or equal to 0.00% on every
calendar day from July 20, 2009 to January 20, 2010, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 9.00% calculated as
follows: 9.00% x 180/180 = 9.00%.
Example 2: Assuming the value of the Reference Rate is less than 0.00% on every calendar day from
July 20, 2009 to January 20, 2010, on the applicable Interest Payment Date, the Interest Rate per
annum for the applicable Interest Accrual Period would be 0.00% calculated as follows: 9.00% x
0/180 = 0.00%.
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Example 3: Assuming the value of the Reference Rate is greater than or equal to 0.00% on 90
calendar days from July 20, 2009 to January 20, 2010, on the applicable Interest Payment Date, the
Interest Rate per annum for the applicable Interest Accrual Period would be 4.50% calculated as
follows: 9.00% x 90/180 = 4.50%.
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including, but not limited to, fluctuations in the USD
30-year Constant Maturity Swap (CMS) Rate and the USD 10-year CMS Rate, and other events that are
difficult to predict and beyond AIGs control. Accordingly, prospective investors should consult
their financial and legal advisors as to the risks entailed by an investment in the notes and the
suitability of the notes in light of their particular circumstances.
Historical performance of the spread between the USD 30-year CMS Rate and the USD 10-year CMS Rate
should not be taken as an indication of the future performance of the USD 30-year CMS Rate and the
USD 10-year CMS Rate during the term of the notes.
It is impossible to predict whether the Reference Rate will increase or decrease. The
Reference Rate will be influenced by complex and interrelated political, economic, financial and
other factors; therefore, the historical spread between the USD 30-year CMS Rate and the USD
10-year CMS Rate should not be taken as an indication of the future performance of the spread
between these two rates during the term of the notes.
Factors that may affect the level of the USD 30-year CMS Rate and the USD 10-year CMS Rate and
the Reference Rate between them include monetary policy, interest rate volatility, interest rate
levels and the inflation rate.
Please note that historical trends are not indicative of future behavior of the USD 30 year
CMS Rate, the USD 10 year CMS Rate and the spread between the two swap rates.
The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally the USD 30-Year CMS Rate and the USD 10-Year CMS Rate on any
day and expectations relating to the future level of the USD 30-Year CMS Rate and the USD 10-Year
CMS Rate will affect the market value of the notes more than any other single factor. Other
factors that may influence the market value of the notes include:
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supply and demand for the notes, including inventory positions held by any market maker; |
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economic, financial, political and regulatory or judicial events that affect financial
markets generally; interest rates in the market generally; |
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the time remaining to maturity; |
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our right to redeem the notes; and |
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our creditworthiness and credit ratings. |
Market factors may influence whether we exercise our right to redeem the notes prior to their
scheduled maturity.
It is more likely that we will redeem the notes prior to their stated Maturity Date to the extent
that the Reference Rate increases and results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their stated maturity date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your investment in the notes. Your ability to realize market value appreciation and
any interest is limited by our right to redeem the notes prior to their scheduled maturity.
There may not be an active trading market in the notes and sales prior to maturity may result in
losses.
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a
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secondary market for the notes develops, it may not provide significant liquidity or result in
trading of notes at prices advantageous to you. Sales in the secondary market may result in
significant losses. Nomura Securities International, Inc. currently intends to act as market
makers for the notes, but they are not required to do so, and may stop doing so at any time. We
expect there will be little or no liquidity in the notes. The prices that may be offered in the
secondary market for the notes will be discounted to reflect hedging and other costs and, among
other things, changes of and volatility in interest rates in the market.
Trading by certain of our affiliates in the U.S. Dollar swap rate market may impair the value of
the notes.
Certain of our affiliates, including our subsidiary AIG Financial Products Corp. are active
participants in the U.S. Dollar swap rate market as dealers, proprietary traders and agents for our
customers, and therefore at any given time may be a party to one or more transactions related to
the USD 30-year CMS Rate or the USD 10-year CMS Rate. In addition, we or one or more of our
affiliates may hedge our exposure under the notes by entering into various transactions. We may
adjust these hedges at any time and from time to time. Our trading and hedging activities or other
financial activity of ours or our affiliates may have a material adverse effect on the spread
between the USD 30-year CMS Rate and the USD 10-year CMS Rate and make it less likely that you will
receive a return on your investment in the notes. It is possible that we or our affiliates could
receive significant returns from these hedging activities while the value of or amounts payable
under the notes may decline.
The inclusion of compensation and projected profits from hedging in the original issue price is
likely to adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
we, any of our affiliates or any market maker are willing to purchase the notes in secondary market
transactions will likely be lower, and may be materially lower, than the price at which we sold the
notes to the Agent. In addition, any such prices may differ from values determined by pricing
models used by us or any of our affiliates or any market maker as a result of dealer discounts,
mark-ups or other transactions.
ERISA CONSIDERATIONS
The notes may not be purchased or held by any employee benefit plan or other plan or account
that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) or
Section 4975 of the Code (each, a plan), or by any entity whose underlying assets include plan
assets by reason of any plans investment in the entity (a plan asset entity), unless in each
case the purchaser or holder is eligible for exemptive relief from the prohibited transaction rules
of ERISA and Section 4975 of the Code under a prohibited transaction class exemption issued by the
Department of Labor or another applicable statutory or administrative exemption. Each purchaser or
holder of the notes will be deemed to represent that either (1) it is not a plan or plan asset
entity and is not purchasing the notes on behalf of or with plan assets or (2) with respect to the
purchase and holding, it is eligible for relief under a prohibited transaction class exemption or
other applicable statutory or administrative exemption from the prohibited transaction rules of
ERISA and Section 4975 of the Code. The foregoing supplements the discussion under ERISA
Considerations in the base prospectus dated July 24, 2006.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG Financial
Products Corp. or certain of its subsidiaries for use for general corporate purposes.
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HISTORICAL INFORMATION ON CONSTANT MATURITY SWAP RATES
The following graphs set forth the historical spread between the USD 30-Year CMS Rate and the
USD 10-Year CMS Rate and the levels of each of the USD 30-Year CMS Rate and the USD 10-Year CMS
Rate for the years indicated. You should not take the past performance of the spreads between the
USD 30-Year CMS Rate and the USD 10-Year CMS Rate as an indication of future spreads.
Source: Bloomberg L.P.
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Source: Bloomberg L.P.
Source: Bloomberg L.P.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
We will treat the notes as contingent payment obligations. Special U.S. federal income tax
rules apply to contingent payment obligations. These rules are described under the heading United
States Taxation Original Issue Discount Notes Subject to Contingent Payment Obligation Rules
in the Prospectus Supplement.
The U.S. Treasury Regulations discussing the U.S. federal income tax treatment of contingent
payment obligations require the issuer of such notes to provide the purchaser with the comparable
yield of a hypothetical AIG debt instrument with terms similar to the notes, but without any
contingent payments, and a projected payment schedule for payments on the notes. As discussed in
the Prospectus Supplement, a purchaser of the notes will need this information to calculate its
income on the notes. Solely for purposes of applying these regulations, we have determined that
the comparable yield is 5.46%. Based on this comparable yield, and taking into account the first
four initial fixed payments on the notes, the projected payment schedule for each payment period is
set forth in the following table:
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Accrual Period |
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Coupon |
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Accrual Period |
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Coupon |
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From |
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To |
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Payment |
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From |
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To |
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Payment |
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20-Jul-07 |
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20-Jan-08 |
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45.0000 |
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20-Jul-17 |
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20-Jan-18 |
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19.6939 |
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20-Jan-08 |
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20-Jul-08 |
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45.0000 |
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20-Jan-18 |
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20-Jul-18 |
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19.6986 |
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20-Jul-08 |
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20-Jan-09 |
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45.0000 |
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20-Jul-18 |
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20-Jan-19 |
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19.7008 |
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20-Jan-09 |
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20-Jul-09 |
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45.0000 |
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20-Jan-19 |
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20-Jul-19 |
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19.7135 |
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20-Jul-09 |
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20-Jan-10 |
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21.9327 |
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20-Jul-19 |
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20-Jan-20 |
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19.7194 |
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20-Jan-10 |
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20-Jul-10 |
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21.2108 |
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20-Jan-20 |
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20-Jul-20 |
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19.7316 |
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20-Jul-10 |
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20-Jan-11 |
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20.6793 |
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20-Jul-20 |
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20-Jan-21 |
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19.7424 |
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20-Jan-11 |
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20-Jul-11 |
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20.3065 |
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20-Jan-21 |
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20-Jul-21 |
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19.7402 |
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20-Jul-11 |
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20-Jan-12 |
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20.0210 |
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20-Jul-21 |
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20-Jan-22 |
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19.7334 |
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20-Jan-12 |
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20-Jul-12 |
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19.7901 |
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20-Jan-22 |
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20-Jul-22 |
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19.7191 |
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20-Jul-12 |
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20-Jan-13 |
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21.7084 |
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20-Jul-22 |
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20-Jan-23 |
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39.4672 |
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20-Jan-13 |
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20-Jul-13 |
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21.3909 |
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20-Jan-23 |
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20-Jul-23 |
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39.5601 |
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20-Jul-13 |
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20-Jan-14 |
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21.1168 |
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20-Jul-23 |
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20-Jan-24 |
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39.6549 |
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20-Jan-14 |
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20-Jul-14 |
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20.8597 |
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20-Jan-24 |
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20-Jul-24 |
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39.7679 |
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20-Jul-14 |
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20-Jan-15 |
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20.6167 |
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20-Jul-24 |
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20-Jan-25 |
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39.8766 |
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20-Jan-15 |
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20-Jul-15 |
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20.4016 |
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20-Jan-25 |
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20-Jul-25 |
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39.9639 |
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20-Jul-15 |
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20-Jan-16 |
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20.2109 |
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20-Jul-25 |
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20-Jan-26 |
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40.0496 |
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20-Jan-16 |
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20-Jul-16 |
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20.0423 |
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20-Jan-26 |
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20-Jul-26 |
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40.1157 |
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20-Jul-16 |
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20-Jan-17 |
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19.8809 |
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20-Jul-26 |
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20-Jan-27 |
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40.1792 |
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20-Jan-17 |
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20-Jul-17 |
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19.7309 |
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20-Jan-27 |
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20-Jul-27 |
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1004.2577 |
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As indicated in the Prospectus Supplement, the treatment of contingent payment obligations
subject to optional redemption rights is uncertain. If the Internal Revenue Service were to
require that we not take into account the probability of exercise of the call option for purposes
of calculating the comparable yield and projected payment schedule, then the amount of income to be
accrued would likely be different.
The comparable yield and projected payment schedule set forth above are being
provided to you solely for the purpose of determining the amount of interest
that accrues in respect of your note for U.S. federal income tax purposes, and
none of AIG or its affiliates or agents is making any representation or
prediction regarding the actual amount of interest (if any) that may be payable
with respect to your note after July 20, 2009, or the likelihood of the notes
being redeemed prior to the Maturity Date.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial
public offering price, the net proceeds to the issuer, the identities of the initial purchasers or
agents, the information under Examples of Calculation of Interest Rate, Certain U.S. Federal
Income Tax Consequences, ERISA Considerations and Risk Factors above, and the following two
paragraphs, will be incorporated by reference into the Global Security representing all the
Medium-Term Notes, Series AIG-FP.
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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 $4 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $390,117,000 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.
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