PRELIMINARY PRICING SUPPLEMENT
TABLE OF CONTENTS
The information in this preliminary pricing supplement is not complete and may be changed.
None of this preliminary pricing supplement, the prospectus supplement or the prospectus is an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
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SUBJECT TO COMPLETION, DATED MAY 3, 2007
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FILED PURSUANT TO RULE 424(b)(2) |
PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-12
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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 MAY 23, 2022
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Principal Amount: U.S.$10,000,000
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Issue Date: May 23, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: May 23, 2022 |
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Net Proceeds to Issuer: U.S.$10,000,000
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Interest Rate:
For the Interest Accrual Period
from and including the Issue Date
to but excluding May 23, 2008:
7.25% per annum |
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For each Interest Accrual Period
from and including the Interest
Accrual Period commencing May 23,
2008 to and including the Interest
Accrual Period ending on the
Maturity Date:
7.25% times Interest Accrual Factor |
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Interest Payment Dates: Quarterly, on each February
23, May 23, August 23 and November 23, commencing
August 23, 2007 and ending on the Maturity 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 6m USD
LIBORREF is greater
than or equal to the Lower LIBOR
Barrier and less than or equal to
the 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 February 23,
May 23, August 23 and November 23, commencing
August 23, 2007 and ending on the Stated Maturity
Date, such dates not subject to adjustment whether
or not such dates are Business Days.
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Interest Accrual Periods: The
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 May 23, 2008, for each
calendar day in an Interest
Accrual period starting on, and
including, the fifth Business Day
prior to the Period End Date for
such Interest Accrual Period and
ending on and excluding such
Period End Date, the Interest
Accrual Factor will be equal to 6m
USD LIBORREF determined
on the fifth Business Day prior to
that Period End Date. |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687QBT4 |
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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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Lehman Brothers Inc.
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U.S.$10,000,000
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Capacity: o Agent þ Principal |
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If as Agent:
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The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
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o The notes are being offered at varying prices related to prevailing market prices at the time of resale. |
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þ The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of five (5) Business Days, at 100% of the Principal Amount, on the Interest Payment Date
scheduled to fall on August 23, 2007 and on each Interest Payment Date thereafter.
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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6m 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 6 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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7.00% |
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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 May 23,
2008, the value of 6m USD LIBORREF is greater than or equal to 0.00% and less than or
equal to 7.00% 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 7.25% calculated as follows: 7.25% x 91/91 = 7.25% per annum.
Example 2: Assuming that during a 91-day Interest Accrual Period commencing on or after May 23,
2008, the value of 6m USD LIBORREF is less than 0.00% or greater than 7.00% 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: 7.25% x 0/91 = 0.00% per annum.
Example 3: Assuming that during a 91-day Interest Accrual Period commencing on or after May 23,
2008, the value of 6m USD LIBORREF is greater than or equal to 0.00% and less than or
equal to 7.00% 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 3.98% calculated as follows: 7.25% x 50/91 = 3.98% per annum.
Example 4: Assuming that during a 91-day Interest Accrual Period commencing on or after May 23,
2008, the value of 6m 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 1.59% calculated as follows: 7.25% x 20/91 = 1.59% 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 6m 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 Rate for any Interest Accrual is the Base Rate of 7.25% per annum. However,
for every day during an Interest Accrual Period on which 6m USD LIBORREF is below the
Lower LIBOR Barrier or above the 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 the applicable Base Rate for
that Interest Accrual Period. If 6m USD LIBORREF is below the Lower LIBOR Barrier or
above the 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 6m USD LIBORREF should not be taken as an indication of the
future performance of 6m USD LIBORREF during the term of the notes.
It is impossible to predict whether 6m USD LIBORREF will increase or decrease. 6m USD
LIBORREF will be influenced by complex and interrelated political, economic, financial
and other factors; therefore, the historical performance of 6m 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 6m USD LIBORREF 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 6m USD
LIBORREF.
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The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally 6m USD LIBORREF on any day and expectations
relating to the future level of 6m 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. Lehman Brothers 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.
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.
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
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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 6M USD LIBORREF
The following graph sets forth the historical levels of 6m USD LIBORREF for the years
indicated. You should not take the past performance of 6m USD LIBORREF as an indication
of future performance.
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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 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.
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 %. Based on this comparable yield, the projected payment schedule for each
payment period is set forth in the following table:
[TABLE TO COME]
As indicated in the Prospectus Supplement, the treatment of contingent payment obligations subject
to optional redemption rights is uncertain. If the Internal Revenue Service were to require that
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 after March 23, 2008, or the likelihood of the
notes being redeemed prior to the Maturity Date.
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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, 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 $2.7 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $220,762,000 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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