<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______
CORN PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3514823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 345
6500 SOUTH ARCHER ROAD
BEDFORD PARK, ILLINOIS 60501-1933
708-563-2400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Marcia E. Doane with a copy to:
Vice President, General Counsel John M. O'Hare
and Corporate Secretary Sidley & Austin
Corn Products International, Inc. One First National Plaza
P.O. Box 345 Chicago, Illinois 60603
6500 South Archer Road (312) 853-7000
Bedford Park, Illinois 60501-1933
(708) 563-2400
(Names, addresses, including zip codes, and telephone numbers,
including area code, of agents for service)
_______
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
_______
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER UNIT(1)(2) OFFERING PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities $600,000,000 100% $600,000,000 $166,800
===========================================================================================================
</TABLE>
(1) In United States dollars or an equivalent amount in foreign denominated
currencies or composite currencies; or, if any debt securities are issued
at an original issue discount, such greater amount as shall result in an
aggregate offering price to the public which shall not exceed $600,000,000
or an equivalent amount in foreign denominated currencies or composite
currencies.
(2) Estimated solely for the purpose of calculating the registration fee.
---------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE OF THESE SECURITIES IS NOT
PERMITTED.
SUBJECT TO COMPLETION DATED JULY 22, 1999
PROSPECTUS
$600,000,000 [LOGO]
CORN PRODUCTS INTERNATIONAL, INC.
DEBT SECURITIES
_______
Corn Products International, Inc. intends to offer, at one or more
times, debt securities with a total offering price not exceeding $600,000,000.
We will describe the specific terms of these securities in supplements to this
prospectus. You should read the prospectus and the supplements carefully before
you invest.
We may sell debt securities directly to purchasers or through agents
designated from time to time or through underwriters or a group of underwriters
which may be managed by one or more underwriters. If any agents, dealers or
underwriters are involved in the sale of these debt securities, the names of the
agents, dealers or underwriters and any commission or discount will be set forth
in the prospectus supplement.
Our principal executive offices are located at 6500 South Archer Road,
Bedford Park, Illinois 60501-1933. Our telephone number is (708) 563-2400.
_______
THIS PROSPECTUS MAY BE USED TO OFFER AND SELL DEBT SECURITIES ONLY IF
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT FOR THOSE DEBT SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE DEBT SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______
The date of this Prospectus is __________, 1999.
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TABLE OF CONTENTS
Page
About this Prospectus...........................................2
Where You Can Find More Information.............................2
Corn Products International, Inc................................3
Use of Proceeds.................................................4
Ratio of Earnings to Fixed Charges..............................4
Description of Debt Securities..................................4
Plan of Distribution...........................................14
Legal Matters..................................................15
Experts........................................................15
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this shelf process, we may,
from time to time, sell the debt securities described in this prospectus in one
or more offerings with a total offering price not exceeding $600,000,000. This
prospectus provides you with a general description of the debt securities. Each
time we sell debt securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information in this prospectus. Please
carefully read both this prospectus and any prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information
with the Securities and Exchange Commission. You may read and copy any document
we file at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operations of the public reference room. Our SEC filings are
also available to the public over the Internet on the SEC's web site at
http://www.sec.gov. In addition, you may inspect SEC filings at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. You may
find additional information about us at our web site at
http://www.cornproducts.com.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents we filed with the SEC (file
number 1-13397) and any future filings that we make with the SEC under Sections
13(a), 13(c),
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14, or 15(d) of the Securities Exchange Act of 1934 until we or any underwriters
sell all of the debt securities:
- Our Annual Report on Form 10-K for our fiscal year ended
December 31, 1998;
- Our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1999; and
- Our Current Report on Form 8-K filed on February 2, 1999 and
our Current Report on Form 8-K/A filed on February 16, 1999
amending our Current Report on Form 8-K filed December 16,
1998.
You may request a copy of these filings at no cost, by writing or
calling us at the following address:
Corn Products International, Inc.
P.O. Box 345
6500 South Archer Road
Bedford Park, Illinois 60501-1933
Attention: Corporate Communications
Telephone: (708)563-6582.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING
AN OFFER OF THE DEBT SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE OF THE FRONT OF THOSE DOCUMENTS.
CORN PRODUCTS INTERNATIONAL, INC.
Corn Products, together with its subsidiaries, produces a large variety
of food ingredients and industrial products derived from the wet milling of corn
and other starch-based materials (such as tapioca and yucca). We are one of the
largest corn refiners in the world and the leading corn refiner in Latin
America. In addition, we are the world's leading producer of dextrose and have
strong regional leadership in corn starch. Our consolidated operations are
located in 14 countries with 26 plants and, in 1998, we had consolidated net
sales of approximately $1.45 billion. Our net sales in the first quarter of 1999
were $396.6 million. We also hold interests in 8 other countries through
unconsolidated joint ventures and allied operations, which operate an additional
15 plants. Approximately 60% of our consolidated net sales were from North
American operations with the balance coming from the rest of the world.
We were incorporated in 1997 as a Delaware corporation. In December
1997, Bestfoods, Inc., formerly CPC International Inc., transferred to us its
corn refining related businesses. At
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that time we were a wholly-owned subsidiary of Bestfoods. Effective at midnight
on December 31, 1997, Bestfoods distributed all of our common stock that it
owned to the holders of its common stock. Since that time, we have operated as
an independent company and our common stock is traded on the New York Stock
Exchange. Unless the context indicates otherwise, when we speak about our
operations prior to January 1, 1998, we are referring to the corn refining
business of Bestfoods.
USE OF PROCEEDS
Unless we state otherwise in the applicable prospectus supplement, we
expect to use the net proceeds from the sale of any debt securities for general
corporate purposes, including repayment of indebtedness, capital expenditure and
investments in business opportunities as they may arise. Pending such use, the
net proceeds may be temporarily invested in short-term instruments.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of our earnings to our fixed charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31, Year Ended December 31,
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1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges(1)....... 3.5x 3.1x 3.8x 1.5x(2)(3) 1.8x(2) 6.3x(2)(3) 8.0x(2)(3)
</TABLE>
(1) The ratio of earnings to fixed charges consists of income before
extraordinary charges and income taxes and minority interest plus fixed
charges minus capitalized interest. Fixed charges consist of interest
on debt, amortization of discount on debt, and the interest portion of
rental expense on operating leases.
(2) For the purposes of calculating the ratio of earnings to fixed charges
for the years 1994, 1995, 1996 and 1997, "income" represents pro forma
earnings before extraordinary charges and income taxes plus fixed
charges minus capitalized interest. "Fixed charges" consist of pro
forma interest on all indebtedness and estimated interest on rentals.
(3) For the years 1994, 1995 and 1997, income excludes restructuring and
spin off costs.
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DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities under an indenture to be entered into
between Corn Products and The Bank of New York, as trustee. We have summarized
selected provisions of the indenture below. This is a summary and is not
complete. If you would like more information on the provisions of the indenture,
you should review the form of indenture which is filed as an exhibit to the
registration statement which includes this prospectus.
In the summary we have included references to article and section
numbers of the indenture so that you can easily locate these provisions.
General
The debt securities will be unsecured and will rank equally with all
our unsecured and unsubordinated indebtedness. The indenture does not limit the
amount of debt securities that we may issue, but the total offering price of the
debt securities that may be issued under this prospectus is limited to
$600,000,000.
The indenture permits us to issue debt securities in one or more
series. Each series of debt securities may have different terms. The terms of
any series of debt securities will be set forth in (or determined in accordance
with) a resolution of our Board of Directors or in a supplement to the indenture
relating to that series. (Section 2.02)
A supplement to this prospectus will describe specific terms relating
to the series of debt securities being offered. These terms will include some or
all of the following:
- the title of the series of debt securities;
- the total principal amount;
- the interest rate or rates, if any (which may be fixed or
variable), and interest payment dates;
- the date or dates of maturity;
- whether the series can be redeemed by us or the holder;
- whether there will be a sinking fund;
- the portion of the series of debt securities due upon
acceleration of maturity in the event of a default;
- the denominations in which the debt securities will be
issuable if other than denominations of $1,000 and any
integral multiple of $1,000;
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- the form used to evidence ownership of the debt securities;
- whether the debt securities are convertible;
- the manner of payment of principal and interest;
- additional offices or agencies for registration of transfer
and exchange and for payment of the principal, premium (if
any), and interest;
- whether the debt securities will be registered or
unregistered, and the circumstances upon which such debt
securities may be exchanged for debt securities issued in a
different form (if any);
- if denominated in a currency other than United States dollars,
the currency or composite currency in which the debt
securities are to be denominated, or in which payments of the
principal, premium (if any), and interest will be made and the
circumstances when the currency of payment may be changed (if
any);
- if we or a holder can choose to have the payments of the
principal, premium (if any), or interest made in a currency or
composite currency other than that in which the debt
securities are denominated or payable, how such a choice will
be made and how the exchange rate between the two currencies
will be determined;
- if the payments of principal, premium (if any), or interest
may be determined with reference to one or more securities
issued by us, or another company, or any index how those
amounts will be determined;
- whether defeasance and discharge provisions will apply; and
- any other terms consistent with the indenture.
Each series of debt securities will be a new issue with no established
trading market. There can be no assurance that there will be a liquid trading
market for the debt securities.
We may purchase debt securities at any time in the open market or
otherwise. Debt securities we purchase may, in our discretion, be held or
resold, canceled or used by us to satisfy any sinking fund or redemption
requirements.
Debt securities bearing no interest or interest at a rate which, at the
time of issuance, is below the prevailing market rate may be sold at a
substantial discount below their stated principal amount. Special United States
federal income tax considerations applicable to any of these discounted debt
securities (or to certain other debt securities issued at par which are treated
as having been issued at a discount for United States federal income tax
purposes) will be described in a prospectus supplement.
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FORM AND EXCHANGE OF DEBT SECURITIES
All of the debt securities will be issued in fully registered form
without coupons or in unregistered form with or without coupons. The debt
securities may also be issued in the form of one or more temporary or definitive
global securities. Registered debt securities which are book-entry securities
will be issued as registered global securities.
Unless otherwise indicated in a prospectus supplement, principal,
premium (if any), and interest will be payable, and the debt securities may be
registered for transfer or exchange, at the principal corporate trust office of
the trustee in New York, New York. At our option, payment of interest on
registered debt securities may be made by check or by wire transfer. No service
charge will be made for any exchange or registration of transfer of the debt
securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge. (Sections 2.06, 4.02 and 4.03)
Unless another depository is identified in a prospectus supplement,
debt securities issued in global form will be deposited with the Depository
Trust Company, New York, New York or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC
who will keep a computerized record of its participants (for example, your
broker) whose clients have purchased debt securities. The participant will then
keep a record of its clients who purchased the debt securities. Unless it is
exchanged in whole or in part for a certificate, a global security may not be
transferred except that DTC, its nominees, and their successors may transfer a
global security as a whole to one another.
Beneficial interests in global securities will be shown on, and
transfers of global securities will be made only through, records maintained by
DTC and its participants. If you are not a participant in DTC, you may
beneficially own debt securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
laws may impair the ability to transfer beneficial interests in a global
security.
DTC has provided us the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law. It is a "banking
organization" within the meaning of the New York Banking Law, a member of the
United States Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants deposit with it. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
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DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by the New York Stock
Exchange, the American Stock Exchange and the National Association of Securities
Dealers.
Principal and interest payments will be wired to DTC's nominee. We and
the trustee will treat DTC's nominee as the owner of the global securities for
all purposes. Accordingly, we, the Trustee and any paying agent will have no
direct responsibility or liability to pay amounts due on the global securities
to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal
or interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consent or voting rights to participants whose accounts are credited with debt
securities on a record date, by using an omnibus proxy. Payments by participants
to owners of beneficial interests in the global securities, and voting by
participants, will be governed by the customary practices between the
participants and owners of beneficial interests. An example of this is the
holding of securities in "street name". However, payments will be the
responsibility of the participants and not of DTC, the trustee or us.
So long as DTC or its nominee is the registered owner of a global
security, DTC or that nominee will be considered the sole owner or holder of the
debt securities represented by that global security for all purposes under the
indenture. Except as set forth in the next paragraph, owners of beneficial
interests in a global security:
- will not be entitled to have the debt securities represented
by that global security registered in their names;
- will not receive or be entitled to receive physical delivery
of the debt securities in definitive form; and
- will not be considered the owners or holders of the debt
securities under the indenture.
We will issue debt securities of any series then represented by global
securities in definitive form in exchange for those global securities if:
- DTC notifies us that it is unwilling or unable to continue as
depositary;
- DTC ceases to be a clearing agency registered under applicable
law and a successor depositary is not appointed by us within
90 days; or
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- we decide not to require all of the debt securities of a
series to be represented by a global security.
If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have the same amount in debt securities registered in its name and
to physical delivery of those debt securities in definitive form. Debt
securities issued in definitive form will, except as set forth in the applicable
prospectus supplement, be issued in denominations of $1,000 and multiples of
$1,000 and will be issued in registered form only, without coupons.
CERTAIN RESTRICTIONS
The restrictions summarized in this section apply to all debt
securities unless a prospectus supplement indicates that they do not. Certain
terms used in the following description of these restrictions are defined under
the caption "Certain Definitions" at the end of this section.
Limitations on Secured Debt. The debt securities will not be secured.
If we incur debt secured by an interest on Principal Property (including Capital
Stock or indebtedness of any Subsidiary), we are required to secure the then
outstanding debt securities equally and ratably with (or prior to) our secured
debt.
The indenture permits us to create certain liens ("Permitted
Encumbrances") without securing the debt securities. Among the Permitted
Encumbrances are:
- liens existing at the time of acquisition of the affected
property or purchase money liens incurred within 270 days
after acquisition of the property;
- liens affecting property of a corporation existing at the time
it becomes a Subsidiary or at the time it is merged into or
consolidated with or purchased by us or a Subsidiary;
- liens existing on the date of the indenture;
- certain liens in connection with legal proceedings and
government contracts and certain deposits or liens made to
comply with government contracts or statutes;
- certain statutory liens or similar liens arising in the
ordinary course of business;
- liens for certain judgments and awards; and
- certain extensions, renewals or replacements of any liens
referred to above.
Limitations on Sale and Lease-Back Transactions. We and our Tax
Consolidated Subsidiaries may not sell or transfer any Principal Property with
the intention of entering into a
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lease of such facility (except for temporary leases of a term, including
renewals, not exceeding five years) unless any one of the following is true:
- the transaction is to finance the purchase price of property
acquired or constructed by us;
- the transaction involves the property of someone with whom we
are merging;
- the transaction is with a governmental entity;
- the transaction is an extension, renewal or replacement of one
of the items listed above; or
- within 120 days after the effective date of such transaction,
we repay our Funded Debt or purchase other property in an
amount equal to the greater of (1) the net proceeds of the
sale of the property leased in such transaction or (2) the
fair value, in the opinion of our board of directors, of the
leased property at the time of such transaction. (Section
4.07)
Exempted Indebtedness. Notwithstanding the limitations on secured debt
and sale and lease-back transactions, we may issue, assume, or guarantee
indebtedness secured by a lien or other encumbrance without securing the debt
securities, or may enter into sale and lease-back transactions without retiring
funded debt, or enter into a combination of such transactions, if the sum of the
principal amount of all such indebtedness and the aggregate value of all such
sale and lease-back transactions does not at any such time exceed 10% of our
Consolidated Net Tangible Assets. (Sections 4.06 and 4.07)
Merger, Consolidation and Sale of Assets. We may not consolidate or
merge with or into any other corporation, or sell, lease or transfer all or
substantially all of our assets to any other entity, unless:
- we survive the merger or consolidation or the surviving or
successor corporation is a United States, United Kingdom,
Italian, French, German, Japanese or Canadian corporation
which assumes all of our obligations under the debt securities
and under the indenture; and
- after giving effect to the merger, consolidation, sale, lease
or transfer, no event of default under the indenture or no
event which, after notice or lapse of time or both, would
become an event of default under the indenture shall have
occurred and be continuing. (Section 11.01)
If we sell or transfer substantially all our assets and the purchaser
assumes our obligations under the indenture, we will be discharged from all
obligations under the indenture and the debt securities. (Section 11.02)
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CERTAIN DEFINITIONS
Set forth below is a summary of certain defined terms as used in the
indenture. See Article One of the indenture for the full definition of all such
terms.
"Capitalized Rent" means the present value (discounted semi-annually at
a discount rate equal to the weighted average rate of interest borne by the debt
securities then outstanding) of the total net amount of rent payable for the
remaining term of any lease of property by us (including any period for which
such lease has been extended), that resulted from a sale and leaseback
transaction. The total net amount of rent payable under any lease for any period
shall be the total amount of the rent payable by the lessee with respect to such
period but shall not include amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates, sewer rates
and similar charges.
"Capital Stock" means and includes any and all shares, interests,
participations or other equivalents (however designated) of ownership in a
corporation or other Person.
"Consolidated Net Tangible Assets" means the aggregate amount of all
assets (less depreciation, valuation and other reserves and items deductible
therefrom under generally accepted accounting principles) after deducting (a)
all goodwill, patents, trademarks and other like intangibles and (b) all current
liabilities (excluding any current liabilities that are extendible or renewable
at our option for a time more than twelve months from the time of the
calculation, as shown on our most recent consolidated quarterly balance sheet.
"Funded Debt" means any Indebtedness maturing by its terms more than
one year from its date of issuance (notwithstanding that any portion of such
Indebtedness is included in current liabilities).
"Indebtedness" means with respect to any person (i) any liability of
such person (a) for borrowed money, or (b) evidenced by a bond, note, debenture
or similar instrument (including purchase money obligations but excluding trade
payables), or (c) for the payment of money relating to a lease that is required
to be classified as a capitalized lease obligation in accordance with generally
accepted accounting principles; (ii) any liability of others described in the
preceding clause (i) that such person has guaranteed, that is recourse to such
person or that is otherwise its legal liability; and (iii) any amendment,
supplement, modification, deferral, renewal, extension or refunding of any
liability of the types referred to in clauses (i) and (ii) above.
"Principal Property" means any manufacturing plant or warehouse owned
or leased by us or one of our Subsidiaries located within the United States, the
gross book value of which exceeds three percent of Consolidated Net Tangible
Assets, other than manufacturing plants and warehouses that are financed by a
governmental entity or that, in the opinion of our board of directors, is not of
material importance to the business conducted by us and our Tax Consolidated
Subsidiaries, taken as a whole.
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"Subsidiary" means any corporation of which we control at least a
majority of the outstanding stock capable of electing a majority of the
directors of such corporation. In this context, control means that we or our
Subsidiaries own the stock, or that we or our subsidiaries have the power to
direct the voting of the stock, or any combination of these items so long as we
have the ability to elect a majority of the directors.
"Tax Consolidated Subsidiary" means a Subsidiary with which we would be
entitled to file a consolidated federal income tax return.
"Government Obligations" with respect to any series of debt securities
means direct noncallable obligations of the government which issued the currency
in which the debt securities of that series are denominated or noncallable
obligations the payment of the principal of and interest on which is fully
guaranteed by such government and which, in either case, are full faith and
credit obligations of such government.
EVENTS OF DEFAULT
Under the indenture, "Event of Default" means, with respect to any
series of debt securities (Section 6.01):
- failure to pay interest that continues for 30 days after
payment is due;
- failure to make any principal or premium payment when due;
- default in the deposit of any sinking fund payment in respect
of the debt securities of such series;
- failure to comply with any of our other agreements contained
in the indenture or in the debt securities for 90 days after
the trustee notifies us of such failure (or the holders of at
least 25% in principal amount of the outstanding debt
securities affected by such failure notify us and the
trustee);
- failure to pay any principal, premium or interest on any of
our Indebtedness which is outstanding in a principal amount of
at least $25 million in the aggregate (excluding Indebtedness
evidenced by the debt securities or otherwise arising under
the indenture), and the continuation of such failure after the
applicable grace period, if any, specified in the agreement or
instrument relating to such Indebtedness, or
- the occurrence or existence of any other event or
condition under any agreement or instrument relating to
any such Indebtedness that continues after the
applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness, or
- the declaration that any such Indebtedness is due and
payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), redeemed,
purchased or defeased, or the requirement that an offer
to prepay, redeem, purchase or defease such
Indebtedness be made, in each case prior to the stated
maturity thereof;
- certain events of bankruptcy, insolvency or reorganization
involving us; or
- any other event of default described in the prospectus
supplement.
In general, the trustee must give both us and you notice of a default
for the securities you hold. The trustee may withhold notice to you (except
defaults as to payment of principal, premium or interest) if it determines that
the withholding of such notice is in the best interest of the holders affected
by the default. (Section 7.02)
If a default is caused because we fail to comply with any of our
agreements contained in the indenture or in the debt securities, either the
trustee or the holders of at least 25% principal amount of the debt securities
affected by the default may require us to immediately repay the principal and
accrued interest on the affected series. (Section 6.02)
-12-
<PAGE> 15
The trustee may refuse to exercise any of its rights or powers under
the indenture unless it first receives satisfactory security or indemnity.
(Sections 7.01 and 7.03) Subject to certain limitations specified in the
indenture, the holders of a majority in principal amount of the then outstanding
debt securities of an affected series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
trustee under the indenture or exercising any trust or power conferred on the
trustee with respect to the debt securities of the affected series. (Section
6.12)
MODIFICATION OF THE INDENTURE
With the consent of the holders of at least a majority of the principal
amount of a series of the debt securities outstanding, we may change the
indenture or enter into a supplemental indenture that will then be binding upon
that series. However, no changes may be made in this way to any of the following
terms (Section 10.02):
- maturity;
- payment of principal or interest;
- the currency of the debt;
- the premium (if any) payable upon redemption;
- the amount to be paid upon acceleration of maturity; or
- reducing the percentage required for changes to the indenture.
In addition, we may modify the indenture without the consent of the holders to,
among other things:
- add covenants;
- change or eliminate provisions of the indenture so long as
such changes do not adversely affect current holders; and
- cure any ambiguity or correct defective provisions.
DISCHARGE OF THE INDENTURE
We will be discharged from certain of our obligations relating to the
outstanding debt securities of a series if we deposit with the trustee money or
government obligations sufficient for payment of all principal and interest on
those debt securities, when due. However, our obligation to pay the principal of
and interest on those debt securities will continue.
-13-
<PAGE> 16
We may discharge obligations as described in the preceding paragraph
only if, among other things, we have received an opinion of counsel stating that
holders of debt securities of the relevant series will not recognize income,
gain or loss for federal income tax purposes as a result of the deposit and
discharge which will be any different than if the deposit and discharge had not
occurred.
REGARDING THE TRUSTEE
The Bank of New York is one of a number of banks with which we maintain
ordinary banking relationships and from which we have obtained credit facilities
and lines of credit.
PLAN OF DISTRIBUTION
Corn Products may sell the debt securities through underwriters,
dealers, agents or directly to other purchasers. Debt securities also may be
sold by underwriters directly to other purchasers or through other dealers, who
may receive compensation from the underwriters in the form of discounts,
concessions or commissions.
If underwriters are used in the sale, the debt securities will be sold
to the underwriters for their own account. The underwriters may resell the debt
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the debt securities will be
subject to certain conditions. Any initial public offering price and any
discounts or concessions allowed or repaid to dealers may be changed from time
to time.
We also may designate dealers, acting as our agents, to offer and sell
debt securities upon certain terms and conditions. We may also sell debt
securities directly to purchasers, without the use of underwriters, dealers or
agents.
Underwriters, dealers and agents that participate in the distribution
of the debt securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions received by them from us and any profit
on the resale if the offered debt securities may be treated as underwriting
discounts and commissions under the Securities Act. We will identify any
underwriters or agents and describe their compensation from us in a supplement
to the prospectus.
There can be no guarantee that the debt securities will be listed on a
national securities exchange or that, if listed, the listing will continue until
the maturity of the debt securities. Also, certain broker-dealers may make a
market in the debt securities, but they will not be obligated to do so and may
discontinue any market making at any time and without any notice to you.
Further, no assurances can be given that any broker-dealer will make a market in
the debt securities or that any market for the debt securities will be
reasonably liquid or broad. If we know that the debt securities will be listed
on an exchange or that a broker-dealer will make a market in the debt
securities, we will include that information in the prospectus supplement.
-14-
<PAGE> 17
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act. We also may contribute to payments that the underwriters,
dealers or agents may be required to make. Underwriters, dealers and agents may
engage in transactions with, or perform services for, us or our subsidiaries in
the ordinary course of business.
LEGAL MATTERS
Unless otherwise indicated in a prospectus supplement, the validity of
the debt securities is being passed upon for us by Marcia E. Doane, Esq., our
Vice President, General Counsel and Corporate Secretary and by Sidley & Austin,
One First National Plaza, Chicago, Illinois 60603. Ms. Doane is a full-time
employee of Corn Products and, as of June 30, 1999, owned 1,094 shares of common
stock, held 7,100 shares of restricted common stock and held options to acquire
an additional 51,000 shares of common stock.
EXPERTS
Our consolidated financial statements in our Annual Report on Form 10-K
for the year ended December 31, 1998 have been audited by KPMG LLP, independent
certified public accountants, as set forth in their report in that Annual
Report. We are incorporating those consolidated financial statements into this
prospectus by reference in reliance on the authority of KPMG LLP as experts in
accounting and auditing.
-15-
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The fees and expenses incurred by us in connection with the
registration of the debt securities are estimated to be as follows:
Registration statement filing fee $166,800*
Accounting fees 50,000
Legal fees and expenses 75,000
Printing expenses 10,000
Trustee's fees 10,000
Rating Agency fees 400,000
Blue Sky fees and legal investment expenses 15,000
Miscellaneous 50,000
--------
TOTAL $766,800
========
- ------------------------------
* Actual, all others estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Corn Products is a Delaware corporation. Section 145 of the General
Corporation Law of the State of Delaware generally provides that directors and
officers of Delaware corporations are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer. They are entitled to indemnification only if they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of the corporation. Further, if a director or officer is
involved in a criminal proceeding, they must have had no reasonable cause to
believe that their conduct was unlawful. In no case, however, can
indemnification be granted if the director or officer is found by the court to
be liable to the corporation, unless the court also decides that indemnification
is proper. In such cases, the indemnification may be made by us only if our
stockholders or disinterested directors decide that indemnification is proper in
such a situation.
Article VII of our Amended By-Laws entitles our officers, directors and
controlling persons to indemnification to the full extent permitted by Delaware
law. This includes the advancing of expenses for such people to defend
themselves before a final judgment is made.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers or controlling persons, we have
been informed that the SEC believes that such indemnification is against public
policy and is therefore unenforceable.
II-1
<PAGE> 19
ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
- ------- -----------------------
1.1 Form of Underwriting Agreement *
1.2 Form of Distribution Agreement *
4.1 Indenture dated as of _______, 1999 between the Company and The
Bank of New York*
4.2 Form of Debt Security *
5.1 Opinion and Consent of Marcia E. Doane as to the validity of the
debt securities*
12.1 Statements re computation of ratios
23.1 Consent of Independent Public Accountants
23.2 Consent of Marcia E. Doane (included in Exhibit 5.1) *
24.1 Powers of Attorney
25.1 Statement of Eligibility and Qualification of the Trustee on Form
T-1*
- -----------------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601
of Regulation S-K under the Securities Act of 1933.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities
II-2
<PAGE> 20
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished by the
registrants pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 21
(d) The undersigned registrants hereby undertake to file, if
necessary, an application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of
1939, as amended, in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of such Act.
(e) The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Corn
Products International Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bedford Park, State of Illinois on
this 21st day of July, 1999.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ KONRAD SCHLATTER
-------------------------------
Konrad Schlatter
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 21, 1999.
SIGNATURE TITLE(S)
--------- --------
/s/ KONRAD SCHLATTER Chairman, Chief Executive Officer
- ---------------------------------- and Director
Konrad Schlatter
/s/ SAMUEL C. SCOTT President, Chief Operating Officer
- ---------------------------------- and Director
Samuel C. Scott
/s/ JAMES W. RIPLEY Vice President - Finance and
- ---------------------------------- Chief Financial Officer (principal
James W. Ripley financial and accounting officer)
* Director
- ----------------------------------
Ignacio Aranguren-Castiello
* Director
- ----------------------------------
Alfred C. DeCrane, Jr.
II-5
<PAGE> 23
* Director
- ----------------------------------
William C. Ferguson
* Director
- ----------------------------------
Guenther E. Greiner
* Director
- ----------------------------------
Ronald M. Gross
* Director
- ----------------------------------
Richard G. Holder
* Director
- ----------------------------------
Bernard H. Kastory
* Director
- ----------------------------------
William S. Norman
* Director
- ----------------------------------
Clifford B. Storms
* By: /s/ Cheryl K. Beebe
-------------------------
Attorney-in-Fact
II-6
<PAGE> 24
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT
--- -----------------------
1.1 Form of Underwriting Agreement *
1.2 Form of Distribution Agreement *
4.1 Indenture dated as of _______, 1999 between the Company and The Bank
of New York*
4.2 Form of Debt Security *
5.1 Opinion and Consent of Marcia E. Doane as to the validity of the
debt securities*
12.1 Statements re computation of ratios
23.1 Consent of Independent Public Accountants
23.2 Consent of Marcia E. Doane (included in Exhibit 5.1) *
24.1 Powers of Attorney
25.1 Statement of Eligibility and Qualification of the Trustee on Form
T-1*
- ----------------
* To be filed by amendment or by a report on Form 8-K pursuant to Item 601
of Regulation S-K under the Securities Act of 1933.
<PAGE> 1
EXHIBIT 12.1
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Millions)
<TABLE>
<CAPTION>
Mar-99 Mar-98 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Income before extraordinary charges and income taxes and
minority equity 27.2 12.9 71.0 20.0 37.0 186.0 188.0
Fixed Charges 10.4 5.9 24.0 34.4 38.0 34.7 26.6
Capitalized Interest 1.6 0.3 3.7 3.3 8.1 2.9 2.0
36.0 18.5 91.3 51.1 66.9 217.8 212.7
Ratio of income to fixed charges 3.47 3.12 3.81 1.49 1.76 6.27 7.98
Fixed Charges
Interest Expense on Debt 10.0 5.5 22.5 32.9 37.0 34.0 26.0
Amortization of discount on debt - - - - - - -
Interest portion of rental expense on operating leases 0.4 0.4 1.5 1.5 1.0 0.7 0.6
Total 10.4 5.9 24.0 34.4 38.0 34.7 26.6
Income before extraordinary items and income taxes
does not include restructuring and spin off costs
Misc
Mar-99 Mar-98 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Gross Interest 10.0 5.5 22.5 32.9 37.0 34.0 26.0
Capitalized Interest -1.6 -0.3 -3.7 -3.3 -8.1 -2.9 -2.0
Interest Income -1.4 -0.2 -3.3 -1.2 -1.0 -3.0 -5.0
Exchange (Gains) & Losses 0.9 0.3 -0.3 -0.4 0.0 0.0 0.0
Adj. Dollar Interest Charge -0.6 -0.2 -1.6 -0.0 0.0 0.0 0.0
Net Interest 7.3 5.0 13.6 28.0 27.9 28.1 19.0
Sources: Form 10 & 9810k
Mar-99 Mar-98 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C> <C>
Income before income taxes and minority equity 27.2 12.9 71.0 -89.0 37.0 223.0 169.0
Restructuring charges 0.0 0.0 0.0 109.0 0.0 -37.0 19.0
Adj. Income 27.2 12.9 71.0 20.0 37.0 186.0 188.0
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Board of Directors
Corn Products International, Inc.
We consent to incorporation by reference in this registration statement on Form
S-3 of Corn Products International, Inc. of our report dated January 29, 1999,
relating to the consolidated balance sheets of Corn Products International,
Inc. and subsidiaries as of December 31, 1998 and 1997, and the related
consolidated statements of income, comprehensive income, stockholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 1998, which report appears in the December 31, 1998 annual report on Form
10-K of Corn Products International, Inc., and to the reference under the
heading "Experts" in the prospectus.
KPMG LLP
Chicago, Illinois
July 22, 1999
<PAGE> 1
EXHIBIT 24.1
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 21st day of
July, 1999.
/s/ Ignacio Aranguren-Castiello
-----------------------------------
<PAGE> 2
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 14th day of
July, 1999.
/s/ Alfred C. DeCrane, Jr.
---------------------------------
<PAGE> 3
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 15th day of
July, 1999.
/s/ William C. Ferguson
-------------------------------
<PAGE> 4
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 21st day of
July, 1999.
/s/ Guenther E. Greiner
---------------------------
<PAGE> 5
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 21st day of
July, 1999.
/s/ Ronald M. Gross
---------------------------
<PAGE> 6
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 13th day of
July, 1999.
/s/ Richard G. Holder
-------------------------------
<PAGE> 7
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 21st day of
July, 1999.
/s/ Bernard H. Kastory
----------------------------
<PAGE> 8
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 21st day of
July, 1999.
/s/ William S. Norman
---------------------------
<PAGE> 9
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 21st day of
July, 1999.
/s/ Clifford B. Storms
---------------------------
<PAGE> 10
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 12th day of
July, 1999.
/s/ Konrad Schlatter
---------------------------
<PAGE> 11
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-3
RELATING TO SHELF REGISTRATION OF DEBT SECURITIES
- --------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that I, a director of Corn Products
International, Inc., a Delaware corporation (the "Company"), do hereby
constitute and appoint Marcia E. Doane and Cheryl K. Beebe, and each of them
severally, as my true and lawful attorneys, for me and in my name, place and
stead, to execute the Registration Statement on Form S-3 relating to the sale of
debt securities of the Company and any and all amendments (including post
effective amendments) thereto including any filings under Rule 462(b)
promulgated under the Securities Act of 1933, as amended, and to file the same
(together with any exhibits thereto) and other documents in connection therewith
with the Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises as fully as and to the
same extent that I might or could do in person, thereby ratifying and confirming
all that each of said attorneys may lawfully do or cause to be done by virtue
thereof.
IN WITNESS WHEREOF, I have executed this instrument this 20th day of
July, 1999.
/s/ Samuel C. Scott
---------------------------
