PRICING SUPPLEMENT NO. AIG-FP-23
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PRICING SUPPLEMENT NO. AIG-FP-23
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FILED PURSUANT TO RULE 424(b)(2) |
DATED JULY 6, 2007
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REGISTRATION NO. 333-106040 |
TO PROSPECTUS DATED JULY 24, 2006 |
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AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
LIBOR RANGE NOTES DUE JULY 27, 2017
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Principal Amount: U.S.$5,000,000
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Issue Date: July 27, 2007 |
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Agents Discount or Commission: U.S.$75,000
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Stated Maturity Date: July 27, 2017 |
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Net Proceeds to Issuer: U.S.$4,925,000
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Interest Rate: For each Interest Accrual Period from and including the Interest Accrual Period commencing on the Issue Date to and including the Interest Accrual Period ending on July 27, 2011: 8.00%times Interest Accrual Factor |
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For each Interest Accrual Period from and including the Interest Accrual Period commencing July 27, 2011 to and including the Interest Accrual Period ending on July 27, 2015: 9.00% times Interest Accrual Factor |
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For each Interest Accrual Period from and including the Interest Accrual Period commencing July 27, 2015 to and including the Interest Accrual Period ending July 27, 2017: 10.00% times Interest Accrual Factor |
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Interest Payment Dates: Quarterly, on each January
27, April 27, July 27 and October 27, commencing
October 27, 2007 and ending on the Maturity Date
(whether the Stated Maturity Date or an earlier
Redemption Date), subject to adjustment using the
Modified Following Business Day Payment Convention.
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Interest Accrual Factor: For any
Interest Accrual Period, the
number of calendar days during
that Interest Accrual Period in
respect of which 3m USD
LIBORREF is greater
than or equal to the applicable
Lower LIBOR Barrier and less than
or equal to the applicable Upper
LIBOR Barrier, divided by the
total number of calendar days in
such Interest Accrual Period. |
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Period End Dates: Quarterly, on each January 27,
April 27, July 27 and October 27, commencing
October 27, 2007 and ending on the Maturity Date,
such dates not subject to adjustment whether or not
such dates are Business Days.
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Interest Accrual Periods: The quarterly period from and including the Issue Date (in the case of the first Interest Accrual Period) or the previous Period End Date, as applicable, to but excluding the next Period End Date. |
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Reference Rate Cut-Off: Beginning
with the Interest Accrual Period
commencing on the Issue Date, for
each calendar day in an Interest
Accrual Period starting on, and
including, the seventh Business
Day prior to the Period End Date
for such Interest Accrual Period
and ending on and excluding such
Period End Date, 3m USD
LIBORREF will be equal
to 3m USD LIBORREF as
determined on the seventh Business
Day prior to such Period End Date. |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QCE6 |
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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): U.S. $10,000 and
multiples of U.S $1,000 in excess
thereof. |
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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Banc of America Securities LLC |
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U.S.$5,000,000 |
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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. |
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 the Interest Payment Date
scheduled to fall on October 27, 2007 and on each Interest Payment Date thereafter (such date, the
Redemption Date).
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes, will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Stated Maturity Date, upon redemption,
or upon acceleration, from and after that date the notes will bear interest, payable upon demand of
their holders, at the rate equal to the interest applicable to the Interest Accrual Period or
portion thereof as of the date on which the default occurs, to the extent that payment of interest
is legally enforceable on the unpaid amount due and payable on that date in accordance with the
terms of the Notes to the date payment of that amount has been made or duly provided for.
Other Provisions:
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Modified 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, that date will be adjusted to the first following day that is a Business Day, unless
the proposed adjusted date would fall in the next calendar month, in which case the adjusted date
will be the first preceding day that is a Business Day. |
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Maturity Date |
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The earlier of the Stated Maturity Date or a Redemption Date.
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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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3m USD LIBORREF
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For any day within an Interest Accrual Period, the rate for deposits in U.S. Dollars for a designated maturity of 3 months which appears on Reuters Page
LIBOR01 as of 11:00 a.m. London time on such day (or if such day is not a London business day, on the immediately preceding London business day), subject to the Reference Rate Cut Off
provisions above.
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Lower LIBOR Barrier |
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0.00 % |
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Upper LIBOR Barrier
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From and including the Issue Date to but excluding July 27, 2011, 6.75%; from and including
July 27, 2011 to but excluding July 27, 2017, 7.00%.
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P-2
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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. (AIG-FP)
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Examples of Calculation of Interest Rate:
Example 1: Assuming that, during a 91-day Interest Accrual Period commencing on or after July 27,
2007 and ending prior to July 27, 2011, the value of 3m USD LIBORREF is greater than or
equal to 0.00% and less than or equal to 6.75% on every calendar day in the applicable Interest
Accrual Period, on the applicable Interest Payment Date, the Interest Rate per annum for the
applicable Interest Accrual Period would be 8.00% calculated as follows: 8.00% x 91/91 = 8.00% per
annum.
Example 2: Assuming that, during a 91-day Interest Accrual Period commencing on or after July 27,
2007 and ending prior to July 27, 2011, the value of 3m USD LIBORREF is less than 0.00%
or greater than 6.75% on every calendar day in the applicable Interest Accrual Period, on the
applicable Interest Payment Date, the Interest Rate per annum for the applicable Interest Accrual
Period would be 0.00% calculated as follows: 8.00% x 0/91 = 0.00% per annum.
Example 3: Assuming that, during a 91-day Interest Accrual Period commencing on or after July 27,
2007 and ending prior to July 27, 2011, the value of 3m USD LIBORREF is greater than or
equal to 0.00% and less than or equal to 6.75% on 50 calendar days in the applicable Interest
Accrual Period, on the applicable Interest Payment Date, the Interest Rate per annum for the
applicable Interest Accrual Period would be 4.3956% calculated as follows: 8.00% x 50/91 = 4.3956%
per annum.
Example 4: Assuming that, during a 91-day Interest Accrual Period commencing on or after July 27,
2011 and ending prior to July 27, 2015, the value of 3m USD LIBORREF is greater than or
equal to 0.00% and less than or equal to 7.00% on 20 calendar days in the applicable Interest
Accrual Period, on the applicable Interest Payment Date, the Interest Rate per annum for the
applicable Interest Accrual Period would be 1.9780% calculated as follows: 9.00% x 20/91 = 1.9780%
per annum.
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 3m USD
LIBORREF 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.
Limitations on Returns on the Notes.
The interest payable on the notes is uncertain, and movements in the applicable LIBOR rate will
affect whether or not and the extent to which you will receive interest on the notes in any
Interest Accrual Period.
The maximum Interest Rates on the notes are, at all times to but excluding July 27, 2011, 8.00%; at
all times from and including July 27, 2011 to but excluding July 27, 2015, 9.00%; and at all times
from and including July 27, 2015 to but excluding July 27, 2017, 10.00%. However, for every day
during an Interest Accrual Period on which 3m USD LIBORREF is below the Lower LIBOR
Barrier or above the applicable Upper LIBOR Barrier, the applicable Interest Rate for that Interest
Accrual Period will be reduced, and accordingly, your return for any Interest Accrual Period over
the life of the notes could be significantly less than maximum Interest Rate for that Interest
Accrual Period. If 3m USD LIBORREF is below the Lower LIBOR Barrier or above the
applicable Upper LIBOR Barrier on every day in any Interest Accrual Period, the applicable Interest
Rate for that Interest Accrual Period will be zero.
Historical performance of 3m USD LIBORREF should not be taken as an indication of the
future performance of 3m USD LIBORREF during the term of the notes.
It is impossible to predict whether 3m USD LIBORREF will increase or decrease. 3m USD
LIBORREF will be influenced by complex and interrelated political, economic, financial
and other factors; therefore, the historical performance of 3m USD LIBORREF should not
be taken as an indication of future performance thereof during the term of the notes.
Factors that may affect the level of 3m USD LIBORREF include monetary policy, interest
rate volatility, interest rate levels and the inflation rate.
P-3
Please note that historical trends are not indicative of future behavior of 3m USD
LIBORREF.
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 3m USD LIBORREF on any day and expectations
relating to the future level of 3m USD LIBORREF 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 calculation of the Interest Rate results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their Stated Maturity Date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your investment in the notes. Your ability to realize market value appreciation and
any interest is limited by our right to redeem the notes prior to their scheduled maturity.
There may not be an active trading market in the notes and sales prior to maturity may result in
losses.
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a secondary market for the notes develops, it
may not provide significant liquidity or result in trading of notes at prices advantageous to you.
Sales in the secondary market may result in significant losses. Banc of America Securities LLC
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.
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.
We may have conflicts of interests arising from our relationships with the Calculation Agent.
You should be aware that AIG-FP, our subsidiary, in its capacity as Calculation Agent for the
notes, is under no obligation to take your interests into consideration in determining the number
of days on which interest will accrue, and is only required to act in good faith and in a
commercially reasonable manner. AIG-FP as Calculation Agent will, among other things, also
determine the applicable Interest Rate payment to be made on the notes. Because these
determinations by the Calculation Agent will affect the interest payments and the payment at
maturity on the notes, conflicts of interest may arise in connection with its performance of its
role as Calculation Agent.
P-4
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-FP or certain
of its subsidiaries for use for general corporate purposes.
HISTORICAL INFORMATION ON 3M USD LIBORREF
The following graph sets forth the historical levels of 3m USD LIBORREF for the years
indicated. You should not take the past performance of 3m USD LIBORREF as an indication
of future performance.
Source: Bloomberg L.P.
P-5
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
For the reasons described below, we believe that the notes should be characterized as contingent
payment obligations and not as variable rate notes for U.S. federal income tax purposes, and we
intend to treat the notes as contingent payment obligations. For a summary of the material U.S.
federal income tax consequences of owning contingent payment obligations, please see the
description under the heading United States Taxation Original Issue Discount Notes Subject
to Contingent Payment Obligation Rules in the Prospectus Supplement. As more completely described
in the prospectus supplement, if the notes are treated as contingent payment obligations, United
States Holders of the notes that otherwise use the cash receipts and disbursements method of
accounting would be required to use an accrual method of accounting in determining their income
from ownership of the notes, and gain from a sale, redemption or exchange of the notes would be
treated as ordinary income rather than capital gain.
Under the applicable U.S. Treasury Regulations governing original issue discount on debt
instruments, a debt instrument is a variable rate note (and not a contingent payment obligation)
if it provides for interest at an objective rate (that is, a rate determined using a single
interest-rate formula based on objective financial or economic information) unless, as is our
expectation in this case, the notes are reasonably expected to provide for significant
front-loading of interest. The applicable Treasury Regulations indicate that front-loading of
interest exists if it is reasonably expected that the average value of the interest rate during the
first half of the notes term will be significantly greater than the average value of the interest
rate during the second half of the notes term. We believe that, although the applicable U.S.
Treasury Regulations are not entirely clear, the existence of our option to call the notes should
be taken into account in determining whether the notes are reasonably expected to provide for
significant front-loading. Taking into account that option, and based on our assessment of the
probability that we may call the notes, we expect there to be front-loading of interest payments
on the notes to an extent that we consider significant. Accordingly, the notes would not qualify
as variable rate notes and would be treated as contingent payment obligations. Even if the notes
did not provide for significant front-loading of interest, in light of the changes in the
interest rate over the term of the notes, it is uncertain whether the notes would be considered
variable rate notes.
You should be aware that our expectations regarding front-loading of
interest are only applicable for purposes of determining the tax treatment of
your notes. We are not making any representation or prediction regarding the
actual amount of interest that may be payable on your note, and we are under no
obligation to call or to refrain from calling the notes, and we are not making
any promise or representation that we will call or refrain from calling the
notes, prior to their Maturity Date.
The U.S. Treasury Regulations governing 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 5.49%. Based on this comparable yield, the projected payment schedule for each
payment period is set forth in the following table:
P-6
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Accrual Period |
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Projected Payment per |
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Accrual Period |
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Projected Payment per |
From |
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To |
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$1000 Note |
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From |
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To |
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$1000 Note |
27-Jul-07 |
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27-Oct-07 |
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18.1343 |
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27-Jul-12 |
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27-Oct-12 |
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13.3978 |
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27-Oct-07 |
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27-Jan-08 |
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16.2527 |
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27-Oct-12 |
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27-Jan-13 |
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13.2226 |
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27-Jan-08 |
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27-Apr-08 |
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15.3487 |
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27-Jan-13 |
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27-Apr-13 |
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13.1010 |
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27-Apr-08 |
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27-Jul-08 |
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14.7706 |
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27-Apr-13 |
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27-Jul-13 |
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13.1289 |
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27-Jul-08 |
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27-Oct-08 |
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14.3506 |
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27-Jul-13 |
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27-Oct-13 |
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13.1151 |
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27-Oct-08 |
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27-Jan-09 |
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13.9385 |
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27-Oct-13 |
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27-Jan-14 |
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12.9659 |
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27-Jan-09 |
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27-Apr-09 |
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13.6020 |
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27-Jan-14 |
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27-Apr-14 |
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12.8549 |
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27-Apr-09 |
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27-Jul-09 |
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13.3073 |
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27-Apr-14 |
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27-Jul-14 |
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12.8606 |
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27-Jul-09 |
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27-Oct-09 |
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13.0406 |
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27-Jul-14 |
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27-Oct-14 |
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12.8356 |
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27-Oct-09 |
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27-Jan-10 |
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12.7543 |
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27-Oct-14 |
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27-Jan-15 |
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12.7009 |
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27-Jan-10 |
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27-Apr-10 |
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12.5252 |
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27-Jan-15 |
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27-Apr-15 |
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12.6140 |
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27-Apr-10 |
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27-Jul-10 |
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12.4326 |
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27-Apr-15 |
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27-Jul-15 |
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12.8766 |
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27-Jul-10 |
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27-Oct-10 |
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12.3173 |
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27-Jul-15 |
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27-Oct-15 |
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14.5560 |
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27-Oct-10 |
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27-Jan-11 |
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12.1038 |
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27-Oct-15 |
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27-Jan-16 |
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14.4447 |
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27-Jan-11 |
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27-Apr-11 |
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11.9367 |
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27-Jan-16 |
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27-Apr-16 |
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14.3597 |
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27-Apr-11 |
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27-Jul-11 |
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12.1242 |
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27-Apr-16 |
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27-Jul-16 |
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14.3710 |
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27-Jul-11 |
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27-Oct-11 |
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13.8200 |
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27-Jul-16 |
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27-Oct-16 |
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14.3515 |
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27-Oct-11 |
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27-Jan-12 |
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13.6408 |
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27-Oct-16 |
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27-Jan-17 |
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14.2290 |
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27-Jan-12 |
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27-Apr-12 |
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13.5007 |
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27-Jan-17 |
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27-Apr-17 |
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14.1381 |
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27-Apr-12 |
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27-Jul-12 |
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13.4656 |
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27-Apr-17 |
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27-Jul-17 |
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1014.1463 |
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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 the projected maturity of the notes 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 from the that we will provide.
The comparable yield and projected payment schedule described above are
provided solely for the purpose of determining interest accruals in respect of
your note, and none of AIG or its affiliates or agents is making any
representation or prediction regarding the actual amount of interest (if any)
that may be payable with respect to your note or the likelihood of the notes
being redeemed prior to the Maturity Date.
Alternatively, if the notes were found not to have significant front-loading of interest, it
is possible that your notes could be characterized as variable rate notes subject to rules
described under the heading United States Taxation United States Holders Original Issue
Discount Variable Rate Notes in the accompanying prospectus supplement.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial public
offering price, the net proceeds to the issuer, the identities of the initial purchasers or agents,
the information under Examples of Calculation of Interest Rate, Certain U.S. Federal Income Tax
Consequences, ERISA Considerations and Risk Factors above, and the following two paragraphs,
will be incorporated by reference into the Global Security representing all the Medium-Term Notes,
Series AIG-FP.
We are offering notes on a continuing basis through AIG Financial Securities Corp., ABN AMRO
Incorporated, Banca IMI S.p.A., Banc of America Securities LLC, Barclays Capital Inc., Bear,
Stearns & Co. Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Capital Markets,
Inc., Calyon Securities (USA) Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC, Daiwa Securities America Inc., Daiwa Securities SMBC Europe Limited, Deutsche Bank Securities
Inc., Goldman, Sachs & Co., Greenwich Capital Markets, Inc., HSBC Securities (USA) Inc., J.P.
Morgan Securities Inc., Lehman Brothers Inc., McDonald Investments Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Morgan Stanley & Co.
Incorporated, RBC Capital Markets Corporation,
P-7
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 $396,617,000 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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