<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY , 1996
REGISTRATION NO. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
WARNER-LAMBERT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 22-1598912
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
201 TABOR ROAD
MORRIS PLAINS, NEW JERSEY 07950-2693
(201) 540-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GREGORY L. JOHNSON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
WARNER-LAMBERT COMPANY
201 TABOR ROAD
MORRIS PLAINS, NEW JERSEY 07950-2693
(201) 540-2895
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
DAVID G. ORMSBY, ESQ. MAUREEN SMYTH BRUNDAGE, ESQ.
CRAVATH, SWAINE & MOORE WHITE & CASE
825 EIGHTH AVENUE 1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10036
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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, 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 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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PRICE AGGREGATE
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PER UNIT(1) OFFERING PRICE(1)(2)
<S> <C> <C> <C>
Debt Securities(5)(6)....................................
Debt Warrants, Currency Warrants, Stock-Index Warrants (4) (4) (4)
and Government Securities Warrants(7)..................
Total............................................... $500,000,000(8) 100% $500,000,000(8)
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE(3)
<S> <C>
Debt Securities(5)(6)....................................
Debt Warrants, Currency Warrants, Stock-Index Warrants (4)
and Government Securities Warrants(7)..................
Total............................................... $172,414(3)
</TABLE>
(cover continued on next page)
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to the Debt Securities,
Debt Warrants, Currency Warrants, Stock-Index Warrants and Government Securities
Warrants previously registered under the Registrant's Registration Statement on
Form S-3 (Registration No. 33-55692). This Registration Statement constitutes
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (Registration No. 33-55692).
------------------------
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.
________________________________________________________________________________
<PAGE>
<PAGE>
(cover continued from previous page)
(1) The proposed maximum offering price per unit will be determined from time to
time by the Registrant in connection with the issuance by the Registrant of
the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933.
(3) A filing fee of $109,375 was previously paid in connection with the
Registrant's Registration Statement on Form S-3 (Registration No. 33-55692)
relating to the registration of $350,000,000 of securities.
(4) Not specified pursuant to General Instruction II.D. of Form S-3.
(5) Subject to note (8) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold from time
to time. If any Debt Securities are issued at an original issue discount,
then such greater principal amount as shall result in an aggregate initial
offering price not to exceed $500,000,000.
(6) Subject to note (8) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities as shall be issuable upon
the exercise of Debt Warrants registered hereunder.
(7) Subject to note (8) below, there is being registered hereunder an
indeterminate number of Debt Warrants, Currency Warrants, Stock-Index
Warrants and Government Securities Warrants.
(8) In no event will the aggregate offering price of all securities issued from
time to time pursuant to this Registration Statement exceed $500,000,000 or
the equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies. The securities registered hereunder may be
sold separately or as units with other securities registered hereunder.
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 23, 1996
PROSPECTUS
WARNER-LAMBERT COMPANY
DEBT SECURITIES, DEBT WARRANTS, CURRENCY
WARRANTS, STOCK-INDEX WARRANTS AND
GOVERNMENT SECURITIES WARRANTS
Warner-Lambert Company (the 'Company') may from time to time offer its (a)
senior, unsecured debt securities (the 'Debt Securities'), (b) warrants to
purchase Debt Securities ('Debt Warrants'), (c) warrants to receive from the
Company the cash value in U.S. dollars of the right to purchase ('Currency Call
Warrants') and to sell ('Currency Put Warrants' and, together with the Currency
Call Warrants, the 'Currency Warrants') such foreign currencies or units of two
or more foreign currencies (the 'Reference Currency') as shall be designated by
the Company at the time of offering, (d) warrants ('Stock-Index Warrants') to
receive from the Company an amount in cash determined by reference to decreases
('Stock-Index Put Warrants') or increases ('Stock-Index Call Warrants') in the
level of a specified stock index (the 'Stock Index') which may be based on one
or more U.S. or foreign stocks or a combination thereof, and (e) warrants
('Government Securities Warrants') to receive from the Company an amount in cash
determined by reference to decreases ('Government Securities Put Warrants') or
increases ('Government Securities Call Warrants') in the yield or closing price
of one or more specified debt instruments issued by the United States government
(the 'Debt Instrument') or the level of a specified debt instrument index
relating to such instruments (the 'Debt Index'), in an aggregate amount
sufficient to result in proceeds to the Company of up to $850,000,000 (or the
equivalent thereof in foreign currencies or units of two or more foreign
currencies). The Debt Securities, Debt Warrants, Currency Warrants, Stock-Index
Warrants and Government Securities Warrants, which are collectively called the
'Securities', may be offered together or separately and in one or more series,
in amounts, at prices and on terms to be set forth in one or more supplements to
this Prospectus (each a 'Prospectus Supplement'). Each issue of Securities may
vary, where applicable, as to aggregate principal amount, maturity date, public
offering or purchase price, interest rate or rates and timing of payments
thereof, provision for redemption or sinking fund requirements, if any, exercise
provisions, currencies of denomination or currencies otherwise applicable
thereto, selection of stock or debt indices or United States government debt
instruments and any other variable terms and methods of distribution. The
specific terms with regard to the Securities in respect of which this Prospectus
is being delivered will be set forth in the accompanying Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The Company may sell the Securities to or through underwriters or dealers,
through agents designated from time to time, or directly. The names of any
underwriters, dealers or agents of the Company involved in the sale of the
Securities and any applicable discounts or commissions will be set forth in the
applicable Prospectus Supplement. See 'Plan of Distribution'. The net proceeds
to the Company from any such sale will also be set forth in the applicable
Prospectus Supplement.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY , 1996.
<PAGE>
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY
OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER
THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT DELIVERED HEREWITH AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE HEREUNDER AND THEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN AND THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF AND THEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the 'Commission'). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at Seven World Trade Center, New York, New York 10048, and Northwestern Atrium
Center, 500 West Madison Street, Suite 1500, Chicago, Illinois 60661-2511.
Copies of such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information can also be inspected at
the offices of The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, The Chicago Stock Exchange, Inc., 440 South LaSalle Street, Chicago,
Illinois 60605-1070 and The Pacific Stock Exchange, 301 Pine Street, San
Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
'Registration Statement') under the Securities Act of 1933, as amended (the
'Securities Act'), relating to the Securities. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement and to the exhibits thereto. Statements contained herein
concerning the provisions of certain documents are not necessarily complete, and
in each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated herein by reference: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (b) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
and (c) the Company's Current Reports on Form 8-K dated January 23, 1996, and
April 23, 1996, respectively.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective dates
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus or any Prospectus Supplement to
the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN
OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
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ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO SUCH DOCUMENTS). SUCH REQUESTS SHOULD BE DIRECTED TO
WARNER-LAMBERT COMPANY, 201 TABOR ROAD, MORRIS PLAINS, NEW JERSEY 07950-2693,
ATTENTION: SECRETARY (TELEPHONE: (201) 540-2000).
THE COMPANY
The Company was incorporated under the laws of the State of Delaware in
1920. The Company's principal executive offices are located at 201 Tabor Road,
Morris Plains, New Jersey 07950-2693 (Telephone: (201) 540-2000).
The Company develops, manufactures and markets a widely diversified line of
health care and consumer products. Its principal industry segments are
pharmaceutical products, consisting principally of ethical pharmaceuticals,
biologicals and empty hard-gelatin capsules; consumer health care products,
consisting principally of over-the-counter health care, shaving and pet care
products; and confectionery products, consisting principally of chewing gums and
breath mints.
USE OF PROCEEDS
Except as may be set forth in the applicable Prospectus Supplement, the
Company intends to add the net proceeds of the sale of the Securities to the
Company's general corporate funds available for general corporate purposes.
Pending such application, the Company may invest the net proceeds in marketable
securities or other short-term investments. Additional short-term and long-term
financing may be undertaken at such times, and through such means, as may be
appropriate.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings to fixed
charges for the Company for the three-month period ended March 31, 1996, and for
each of the Company's fiscal years ended December 31, 1995, 1994, 1993, 1992 and
1991:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ----------------------------------------
1996 1995 1994 1993 1992 1991
- ------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
10.3 7.3 8.0 4.1 (a) 8.5 3.3 (b)
</TABLE>
- ------------
(a) The company's ratio of earnings to fixed charges for 1993 would have been
9.5 excluding a restructuring charge of $525.2 million.
(b) The company's ratio of earnings to fixed charges for 1991 would have been
9.4 excluding a restructuring charge of $544.0 million.
------------------------
For purposes of computing the ratios of earnings to fixed charges, earnings
consist of pretax consolidated income from continuing operations reduced by
minority interests and increased by fixed charges (excluding capitalized
interest). Fixed charges consist of interest expense, capitalized interest,
amortization of debt expense and the portion of rental expense deemed
representative of the interest factor of such rental expense.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture, dated as of
December 1, 1986, as supplemented (the 'Indenture'), between the Company and The
Bank of New York, formerly Irving Trust Company, as Trustee (the 'Trustee'). The
following statements with respect to the Debt Securities are subject to the
detailed provisions of the Indenture, the form of which has been filed with the
Commission as an exhibit to the Registration Statement and is hereby
incorporated herein by reference. The following description of the Indenture and
summaries of certain provisions of the Indenture do not
3
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<PAGE>
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indenture. Section references herein
are references to particular provisions of the Indenture. Capitalized terms used
in this Description of Debt Securities but not defined herein have the meanings
ascribed to such terms in the Indenture.
The particular terms of each issue of Debt Securities, as well as any
modifications or additions to the general terms of the Indenture that may be
applicable in the case of such Debt Securities, will be described in the
Prospectus Supplement relating to such Debt Securities. Accordingly, for a
description of the terms of a particular issue of Debt Securities, reference
must be made both to the Prospectus Supplement relating thereto and to the
following description.
GENERAL
The aggregate principal amount of Debt Securities that may be issued under
the Indenture is unlimited. (Section 301). The Debt Securities may be issued in
one or more series, as may be authorized from time to time by the Company. The
Debt Securities will be unsecured, unsubordinated obligations of the Company and
will rank on a parity with all other unsecured, unsubordinated indebtedness of
the Company.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms, where
applicable, of such Debt Securities: (a) the title of such Debt Securities; (b)
any limit on the aggregate principal amount of such Debt Securities; (c) the
date or dates on which the principal of such Debt Securities is payable; (d) the
rate or rates at which such Debt Securities shall bear interest or the method of
determination thereof, if any, the date or dates from which such interest shall
accrue, the Interest Payment Date or Dates on which such interest shall be
payable and the Regular Record Date for the interest payable on any Interest
Payment Date; (e) the place or places of payment, if any, in addition to the
City of New York, with respect to such Debt Securities; (f) the period or
periods within which, the price or prices at which and the terms and conditions
upon which such Debt Securities may be redeemed, in whole or in part, at the
option of the Company; (g) the obligation, if any, of the Company to redeem or
purchase such Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which such
Debt Securities shall be redeemed or purchased, in whole or in part, pursuant to
such obligations; (h) if other than U.S. dollars, the currency or units of two
or more currencies in which such Debt Securities shall be denominated and
whether interest is payable in a currency other than the currency in which such
Debt Securities are denominated; (i) if other than denominations of $1,000 and
any multiple thereof, the denominations in which such Debt Securities shall be
issuable; (j) if other than the principal amount thereof, the portion of the
principal amount of such Debt Securities which shall be payable upon declaration
of acceleration of the Maturity thereof; (k) if such Debt Securities are
original issue discount debt securities, the price at which and the date on
which such Debt Securities are to be issued; and (l) any other terms of such
Debt Securities.
The Indenture provides that the Debt Securities of a single series may be
issued at various times, with different maturity dates, and may bear interest at
different rates. Unless otherwise provided in the applicable Prospectus
Supplement, principal (and premium, if any) and interest, if any, will be
payable, and the Debt Securities will be transferable at the Corporate Trust
Office of the Trustee, currently located at 101 Barclay Street, New York, New
York 10286, provided that payment of interest may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as it
appears in the Security Register (Sections 301, 1001 and 1002).
Unless otherwise indicated in the applicable Prospectus Supplement, Debt
Securities will be issued only as registered securities in denominations of
$1,000 and any integral multiple thereof and will be payable only in U.S.
dollars. No service charge will be made for any registration of transfer or
exchange of the Debt Securities, unless otherwise provided in the Prospectus
Supplement, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith (Sections 302
and 305).
4
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If any series of Debt Securities is sold for, is payable in or is
denominated in a foreign currency or units of two or more foreign currencies,
the restrictions, elections, general tax considerations, specific terms or other
information with respect to such series of Debt Securities and such foreign
currencies or currency units will be set forth in the applicable Prospectus
Supplement.
Some of the Debt Securities may be issued as original issue discount debt
securities (bearing no interest or interest at below-market rates) ('Discount
Securities') to be sold at a substantial discount below their stated principal
amount. Federal income tax consequences and other special considerations
applicable to any such Discount Securities will be described in the Prospectus
Supplement relating thereto.
All moneys paid by the Company to the Trustee or any Paying Agent for the
payment of principal of (and premium, if any) or any interest on any Debt
Security that remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to the
Company, and the Holder of such Debt Security will thereafter look only to the
Company for payment thereof (Section 1003).
The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the
Prospectus Supplement, the covenants contained in the Indenture and the Debt
Securities would not provide for redemption at the option of a Holder nor
necessarily afford Holders protection in the event of a highly leveraged or
other similar transaction that may adversely affect Holders.
CERTAIN COVENANTS
Certain Definitions Applicable to Covenants. The term 'Subsidiary' shall
mean any Corporation of which at least a majority of the outstanding stock
having by the terms thereof ordinary voting power to elect a majority of the
board of directors of such Corporation (irrespective of whether or not at the
time stock of any other class or classes of such Corporation shall have or might
have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by the Company, or by one or more
Subsidiaries, or by the Company and one or more Subsidiaries. The term
'Restricted Subsidiary' shall mean any Subsidiary (a) substantially all of the
property of which is located, or substantially all of the business of which is
carried on, within the continental United States of America or Puerto Rico, and
(b) which owns or leases a Principal Property; provided, however, that the term
'Restricted Subsidiary' shall not include any Subsidiary which is principally
engaged in leasing or in financing installment receivables or which is
principally engaged in financing the Company's operations outside the
continental United States of America. The term 'Principal Property' shall mean
any manufacturing or processing plant or any research facility owned or leased
by the Company or any Restricted Subsidiary which is located within the
continental United States of America or Puerto Rico except any such plant or
research facility which, in the opinion of the Board of Directors of the
Company, is not of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as an entirety. The term 'Attributable
Debt' in respect of a sale and lease-back arrangement shall mean, at the time of
determination, the lesser of (a) the fair value of the property subject to such
arrangement (as determined by the Board of Directors of the Company) or (b) the
present value (discounted at the rate of 8.925% per annum compounded
semiannually) of the total obligations of the lessee for rental payments during
the remaining term of the lease included in such arrangement (including any
period for which such lease has been extended); provided, however, that there
shall not be deemed to be any Attributable Debt in respect of the sale and
lease-back arrangement if (x) such arrangement involves property of a type to
which the covenant on limitation on liens does not apply, (y) the Company or a
Restricted Subsidiary would be entitled pursuant to clauses (i) through (vii) of
the covenant on limitation on liens to issue, assume or guarantee Debt (as
hereinafter defined) secured by a Mortgage (as hereinafter defined) upon the
property involved in such arrangement without equally and ratably securing the
Debt Securities or (z) the proceeds of such arrangement have been applied in
accordance with clause (b) of the covenant on limitation on sale and lease-back
(Section 101).
Limitation on Liens. The Company will not, nor will it permit any
Restricted Subsidiary to, issue, assume or guarantee any debt for money borrowed
('Debt'), secured by a mortgage, security interest,
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pledge, lien or other encumbrance ('Mortgage') upon any Principal Property or
upon any shares of stock or indebtedness of any Restricted Subsidiary (whether
such Principal Property, shares of stock or indebtedness are now owned or
hereafter acquired) without in any such case effectively providing concurrently
with the issuance, assumption or guaranty of any such Debt that the Debt
Securities (together with, if the Company shall so determine, any other
indebtedness of or guaranteed by the Company or such Restricted Subsidiary
ranking equally with the Debt Securities and then existing or thereafter
created) shall be secured equally and ratably with such Debt unless the
aggregate amount of all such Debt, after giving effect thereto, plus the
aggregate amount of Attributable Debt in respect of sale and lease-back
arrangements, does not exceed 10% of the consolidated stockholders' equity of
the Company as shown on the latest audited consolidated financial statements of
the Company (Section 1005).
The above restrictions shall not apply to, and there will be excluded from
Debt under any such restrictions, Debt secured by (a) Mortgages on property,
shares of stock or indebtedness of any Corporation existing at the time such
Corporation becomes a Restricted Subsidiary; (b) Mortgages on property existing
at the time of acquisition of such property by the Company or a Restricted
Subsidiary, or Mortgages to secure the payment of all or any part of the
purchase price of such property upon the acquisition of such property by the
Company or a Restricted Subsidiary or to secure any Debt incurred by the Company
or a Restricted Subsidiary prior to, at the time of, or within 120 days after
the later of the acquisition, the completion of construction (including any
improvements on an existing property) or the commencement of commercial
operation of such property, which Debt is incurred for the purpose of financing
all or any part of the purchase price thereof or construction or improvements
thereon; provided, however, that in the case of any such acquisition,
construction or improvement, the Mortgage shall not apply to any property
theretofore owned by the Company or a Restricted Subsidiary, other than, in the
case of any such construction or improvement, any theretofore unimproved real
property on which the property so constructed, or the improvement, is located;
(c) Mortgages securing Debt of a Restricted Subsidiary owing to the Company or
to another Restricted Subsidiary; (d) Mortgages on property of a Corporation
existing at the time such Corporation is merged into or consolidated with the
Company or a Restricted Subsidiary or at the time of a sale, lease or other
disposition of the properties of a Corporation or firm as an entirety or
substantially as an entirety to the Company or a Restricted Subsidiary; (e)
Mortgages on property of the Company or a Restricted Subsidiary in favor of the
United States of America or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States of America or any
State thereof, or in favor of any other country, or any political subdivision
thereof, to secure partial, progress, advance or other payments pursuant to any
contract or statute (including Debt of the Pollution Control or Industrial
Revenue Bond type) or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such Mortgages; (f) Mortgages existing at the date of
the Indenture; and (g) any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any Mortgage
referred to in the foregoing clauses (a) through (f), inclusive, provided,
however, that the principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be limited to
all or a part of the property which secured the Mortgage so extended, renewed or
replaced (plus improvements on such property) (Section 1005).
Limitation on Sale and Lease-Back. The Company will not, nor will it permit
any Restricted Subsidiary to, enter into any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property (whether such Principal Property is now owned or hereafter
acquired) (except for leases for a term of not more than three years and except
for leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which property has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such Person, unless (a) the Company or
such Restricted Subsidiary would be entitled, pursuant to the provisions of the
covenant on limitation on liens, to issue, assume or guarantee Debt secured by a
Mortgage upon such property at least equal in amount to the Attributable Debt in
respect of such arrangement without equally and ratably securing the Debt
Securities or (b) the net proceeds of such sale are at least equal to the fair
value (as determined by the Board of Directors of the Company) of such property
and the Company shall apply or cause to be applied an amount in cash equal to
the Attributable Debt in respect
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of such arrangement to the retirement (other than any mandatory retirement or by
way of payment at maturity), within 120 days of the effective date of any such
arrangement, of Debt or Attributable Debt of the Company or any Restricted
Subsidiary (other than Debt or Attributable Debt owned by the Company or any
Restricted Subsidiary and other than Debt or Attributable Debt of the Company
which is subordinated to the Debt Securities) which by its terms matures at or
is extendible or renewable at the option of the obligor to a date more than
twelve months after the date of the creation of such Debt or Attributable Debt
(Section 1006).
Merger and Consolidation. The Company shall not consolidate with or merge
with or into any other entity or sell, convey or lease its properties and assets
substantially as an entirety to any entity unless: (a) the entity formed by such
consolidation, merger, sale, conveyance or lease shall be organized under the
laws of the United States of America or any State or the District of Columbia
and shall expressly assume by a supplemental indenture the due and punctual
payment of the principal of (and premium, if any) and interest, if any, on all
of the Debt Securities and the performance of any covenant of the Indenture to
be performed or observed by the Company; (b) immediately after giving effect to
such transaction, no Event of Default and no event which, after notice or lapse
of time, or both, would become an Event of Default, shall have happened and be
continuing; (c) if any Principal Property or any shares of stock or indebtedness
of any Restricted Subsidiary owned immediately prior thereto shall become
subject, as a result of such consolidation, merger, sale, conveyance or lease,
to any Mortgage not permitted by the provisions described under the covenant on
limitation on liens, then the Debt Securities of each series then Outstanding
shall be secured by a lien on such Principal Property or such shares of stock or
indebtedness of any Restricted Subsidiary prior to all such resulting Mortgages
not permitted by the provisions described under the covenant on limitation on
liens; and (d) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale,
conveyance or lease and such supplemental indenture comply with the appropriate
provisions of the Indenture and that all conditions precedent thereto provided
in the Indenture have been complied with (Section 801).
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (a) failure to pay interest, if any, on any Debt
Security of that series when due, continued for 30 days; (b) failure to pay
principal of (or premium, if any, on) any Debt Security of that series at
Maturity (except as provided in the following clause (c)); (c) failure to pay
any sinking fund payment, when due, in respect of any Debt Security of that
series, continued for five days; (d) failure to perform any other covenant or
warranty of the Company in respect of the Debt Securities of that series in the
Indenture, continued for 90 days after written notice as provided in the
Indenture; (e) certain events in bankruptcy, insolvency or reorganization of the
Company; and (f) any other Event of Default established with respect to Debt
Securities of that series (Section 501). No Event of Default with respect to a
particular series of Debt Securities issued under the Indenture necessarily
constitutes an Event of Default with respect to any other series of Debt
Securities issued thereunder.
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding shall occur and be continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Outstanding Debt
Securities of that series may, by notice in writing to the Company, declare the
principal amount (or, if the Debt Securities of that series are Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all Debt Securities of that series to be due and
payable immediately, but under certain conditions such declaration may be
annulled by the Holders of not less than a majority of the principal amount of
the Outstanding Debt Securities of that series (Section 502).
Reference is made to the Prospectus Supplement relating to any series of
Debt Securities which are Discount Securities for the particular provisions
relating to acceleration of the Maturity of a portion of the principal amount of
such Discount Securities upon the occurrence of an Event of Default and the
continuation thereof.
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default with respect to Debt Securities of any series, give the
Holders of Debt Securities of that series notice of all
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uncured or unwaived defaults known to it (the term default to mean the Events of
Default specified above without notice or grace periods); provided that, except
in the case of a default in the payment of principal of (or premium, if any) or
interest, if any, on any Debt Security of such series, the Trustee shall be
protected in withholding such notice if it in good faith determines the
withholding of such notice is in the interest of the Holders of the Debt
Securities of that series (Section 602).
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that, to the best of their
knowledge, the Company is not in default in the fulfillment of any of its
obligations under the Indenture or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to them
(Section 1004).
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series will have the right, subject to
certain limitations, to direct the time, method and place of conducting any
proceeding or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of that series (Section 512). In case an Event of
Default shall occur and be continuing, the Trustee shall exercise such of its
rights and powers under the Indenture with respect to the Debt Securities of
that series and use the same degree of skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs
(Section 601). Subject to such provisions, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request of any of the Holders of Debt Securities of any series unless they shall
have offered to the Trustee reasonable security, or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request (Section 603).
MODIFICATION AND WAIVER
With certain exceptions, the Indenture may be modified or amended with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of each series affected thereby (all such Holders
voting as a single class); provided, however, that no such modification or
amendment may be made without the consent of the Holder of each Outstanding Debt
Security affected thereby, which would (a) reduce the principal amount of (or
premium, if any) or interest, if any, on any Debt Security payable upon the
repayment, optional or mandatory redemption or Stated Maturity thereof, change
the Stated Maturity of the principal of, or any installment of interest on, any
Debt Security, or certain other terms of payment thereof or (b) reduce the
above-stated percentage of Debt Securities, the consent of the Holders of which
is required to modify or amend the Indenture, or the percentage of Outstanding
Debt Securities of any series, the consent of the Holders of which is required
to waive certain past defaults (Section 902).
The Indenture provides that past defaults with respect to a particular
series of Debt Securities (except, unless theretofore cured, a default (a) in
the payment of principal of (or premium, if any) or interest, if any, on any of
the Debt Securities of that series or in the payment of any sinking fund payment
or analogous obligation with respect to the Debt Securities of that series or
(b) in respect of a covenant or provision of the Indenture that cannot be
modified or amended without the consent of each Holder of an Outstanding Debt
Security of each series affected) may be waived on behalf of the Holders of all
Debt Securities of that series by the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of that series (Section
513).
DEFEASANCE AND DISCHARGE
If the Company shall deposit with the Trustee, in trust, at or before
Maturity, lawful money or direct obligations of the United States of America or
obligations the principal of and interest on which are guaranteed by the United
States of America in such amounts and maturing at such times that the proceeds
of such obligations to be received upon the respective maturities and interest
payment dates thereof will provide funds sufficient to pay the principal of (and
premium, if any) and interest, if any, and any mandatory sinking fund payments
to Maturity with respect to the Outstanding Debt Securities of any series, and,
if the Debt Securities of such series are to be redeemed prior to the Stated
Maturity thereof, notice of such redemption shall have been given as provided in
the Indenture, or provision satisfactory to the Trustee shall have been made for
the giving of such notice, then all liability of the
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Company with respect to the Debt Securities of such series and under the
Indenture in respect of the Debt Securities of such series (except as otherwise
provided therein) shall cease, terminate and be completely discharged, and the
Holders thereof shall thereafter be entitled only to payment out of the money or
securities deposited with the Trustee as aforesaid, except that the obligation
of the Company duly and punctually to pay or cause to be paid the principal of
(and premium, if any) and interest, if any, in respect of the Debt Securities of
such series shall continue unless the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the discharge of such
obligation of the Company will not be deemed or result in a taxable event with
respect to the Holders of the Debt Securities of such series, together with a
private letter ruling to that effect received from the United States Internal
Revenue Service or a revenue ruling pertaining to a comparable form of
transaction to that effect published by the United States Internal Revenue
Service (Sections 401 and 402).
GLOBAL SECURITIES
The Debt Securities of a series issued under the Indenture may be issued in
whole or in part in the form of one or more global securities (the 'Global
Securities') that will be deposited with, or on behalf of, a depositary (the
'Depositary') identified in the Prospectus Supplement relating to such series.
Global Securities may be issued only in fully registered form and in either
temporary or permanent form. Unless and until it is exchanged in whole or in
part for the individual Debt Securities represented thereby, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by the Depositary or
any nominee to a successor Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ('participants') or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture governing
such Debt Securities.
Payments of principal of, premium, if any, and interest, if any, on
individual Debt Securities represented by a Global Security registered in the
name of a Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Debt Securities. Neither the Company, the Trustee for such
Debt Securities, any paying agent (a 'Paying Agent'), nor the Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made by the Depositary or any
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participants on account of beneficial ownership interests of the Global Security
for such Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in 'street name'. Such payments will be
the responsibility of such participants.
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security or Securities
representing such series of Debt Securities. In addition, the Company may at any
time and in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such Debt Securities, determine not to have
any Debt Securities of a series represented by one or more Global Securities
and, in such event, will issue individual Debt Securities of such series in
exchange for the Global Security or Securities representing such series of Debt
Securities. Further, if the Company so specifies with respect to the Debt
Securities of a series, an owner of a beneficial interest in a Global Security
representing Debt Securities of such series may, on terms acceptable to the
Company, the Trustee, and the Depositary for such Global Security, receive
individual Debt Securities of such series in exchange for such beneficial
interests, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debt Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name. Individual Debt Securities of such series so
issued will be issued in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof.
GOVERNING LAW
The Indenture and Debt Securities will be governed by and construed in
accordance with the law of the State of New York (Section 112).
REGARDING THE TRUSTEE
The Company maintains deposits and credit facilities and conducts other
banking transactions with the Trustee in the ordinary course of business.
DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with Debt Securities, Currency Warrants,
Stock-Index Warrants or Government Securities Warrants, or separately, Debt
Warrants for the purchase of Debt Securities. The Debt Warrants are to be issued
under debt warrant agreements (each a 'Debt Warrant Agreement') to be entered
into between the Company and one or more banks or trust companies, as debt
warrant agents (each a 'Debt Warrant Agent'), all as shall be set forth in the
Prospectus Supplement relating to Debt Warrants being offered thereby. A form of
Debt Warrant Agreement, including a form of debt warrant certificate
representing the Debt Warrants (a 'Debt Warrant Certificate'), is filed as an
exhibit to the Registration Statement. The following description of the Debt
Warrant Agreement and the Debt Warrant Certificates and summaries of certain
provisions of the Debt Warrant Agreement and the Debt Warrant Certificates do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the applicable Debt Warrant
Agreement and Debt Warrant Certificates, respectively, including the definitions
therein of certain terms not otherwise defined in this Prospectus. Wherever
particular terms defined in the Debt Warrant Agreement are referred to, such
defined terms are incorporated herein by reference.
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The particular terms of each issue of Debt Warrants, as well as any
modifications or additions to the general terms of the Debt Warrant Agreement or
Debt Warrant Certificates which may be applicable in the case of such Debt
Warrants, will be described in the Prospectus Supplement relating to such Debt
Warrants. Accordingly, for a description of the terms of a particular issue of
Debt Warrants, reference must be made both to the Prospectus Supplement relating
thereto and to the following description.
GENERAL
The Prospectus Supplement will describe the terms of any Debt Warrants
offered thereby, the Debt Warrant Agreement relating to such Debt Warrants and
the Debt Warrant Certificates representing such Debt Warrants, including the
following: (a) the aggregate amount of such Debt Warrants; (b) the initial
offering price; (c) the currency or units of two or more currencies in which the
price for such Debt Warrants is payable; (d) the title, aggregate principal
amount and terms of the Debt Securities purchasable upon exercise of such Debt
Warrants; (e) the title and terms of any related Debt Securities with which such
Debt Warrants are issued and the number of such Debt Warrants issued with each
such Debt Security; (f) the date, if any, on and after which such Debt Warrants
and the related Debt Securities will be separately transferable; (g) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (h) the date on which the right to exercise such
Debt Warrants commences and the date (the 'Expiration Date') on which such right
expires; (i) if applicable, a discussion of certain United States federal income
tax, accounting or other special considerations applicable thereto; (j) whether
the Debt Warrants represented by the Debt Warrant Certificates will be issued in
registered or bearer form, and, if registered, where they may be transferred and
registered; and (k) any other terms of the Debt Warrants.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different authorized denominations and, if in registered form,
may be presented for registration of transfer and Debt Warrants may be exercised
at the corporate trust office of the Debt Warrant Agent or any other office
indicated in the applicable Prospectus Supplement. Prior to the exercise of Debt
Warrants, Holders of Debt Warrants will not be entitled to payments of principal
of (and premium, if any) or interest, if any, on the Debt Securities purchasable
upon such exercise, or to enforce covenants of the Indenture.
EXERCISE OF DEBT WARRANTS
Unless otherwise provided in the Prospectus Supplement, each Debt Warrant
will entitle the Holder to purchase for cash such principal amount of Debt
Securities at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the Prospectus Supplement relating to the Debt
Warrants offered thereby. Unless otherwise provided in the Prospectus
Supplement, Debt Warrants may be exercised at any time up to the close of
business on the Expiration Date set forth in the Prospectus Supplement relating
to the Debt Warrants offered thereby. After the close of business on the
Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Debt Warrants will become void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants offered thereby. Upon receipt of payment and the
Debt Warrant Certificate properly completed and duly executed at the corporate
trust office of the Debt Warrant Agent or any other office indicated in the
applicable Prospectus Supplement, the Company will, as soon as practicable,
forward to the person entitled thereto the Debt Securities purchasable upon such
exercise. If fewer than all of the Debt Warrants represented by such Debt
Warrant Certificate are exercised, a new Debt Warrant Certificate will be issued
for the remaining amount of Debt Warrants.
MODIFICATION
The Debt Warrant Agreement may be amended by the Company and the Debt
Warrant Agent without the consent of the Holder of any Debt Warrant Certificate
for the purpose of curing any
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ambiguity, or of curing, correcting or supplementing any defective provision
contained therein, or making such provisions in regard to matters or questions
arising under the Debt Warrant Agreement as the Company may deem necessary or
desirable; provided that such action shall not adversely affect the interests of
the Holders of Debt Warrant Certificates in any material respect. The Company
and the Debt Warrant Agent also may modify or amend the Debt Warrant Agreement
and the terms of the Debt Warrants with the consent of the Holders of not less
than a majority in number of the then outstanding unexercised Debt Warrants
affected, provided that no such modification or amendment that increases the
exercise price, shortens the period of time during which the Debt Warrants may
be exercised or otherwise materially and adversely affects the exercise rights
of the Holders of the Debt Warrants or reduces the number of outstanding Debt
Warrants, the consent of whose Holders is required for modification or amendment
of the Debt Warrant Agreement or the Debt Warrant Certificates, may be made
without the consent of each Holder affected thereby.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
Under the Debt Warrant Agreement, the Company may, to the extent permitted
in the Indenture, consolidate with, or sell or convey all or substantially all
of its assets to, or merge with or into, any other corporation. If at any time
there shall be a merger, consolidation, sale, transfer, conveyance or other
disposition of substantially all of the assets of the Company, the successor or
assuming corporation shall succeed to and be substituted for the Company, with
the same effect as if it had been named in the Debt Warrant Agreement and in the
Debt Warrant Certificates as the Company. The Company shall there-upon be
relieved of any further obligation under the Debt Warrant Agreement or under the
Debt Warrant Certificates.
ENFORCEABILITY OF RIGHTS; GOVERNING LAW
The Debt Warrant Agent will act solely as an agent of the Company in
connection with the issuance and exercise of Debt Warrants and will not assume
any obligation or relationship of agency or trust for or with any Holder of a
Debt Warrant Certificate or any owner of a beneficial interest in Debt Warrants.
Such Holders, without the consent of the Debt Warrant Agent, the Trustee, the
Holder of any Debt Securities issued upon the exercise of Debt Warrants or the
Holder of any other Debt Warrant Certificate may, on their own behalf or for
their own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
their rights to exercise Debt Warrants evidenced by their Debt Warrant
Certificates. Except as may otherwise be provided in the Prospectus Supplement
relating thereto, each issue of Debt Warrants and the applicable Debt Warrant
Agreement will be governed by and construed in accordance with the law of the
State of New York.
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Stock-Index Warrants or Government Securities Warrants, or separately, Currency
Warrants (a) in the form of Currency Put Warrants, entitling the Owners thereof
to receive from the Company the Currency Warrant Cash Settlement Value (as
described in the applicable Prospectus Supplement) in cash in U.S. dollars,
which amount will be determined by reference to the amount, if any, by which a
predetermined exchange rate of a Reference Currency as compared to the U.S.
dollar (the 'Strike Rate') exceeds the then-current spot exchange rate of such
Reference Currency as compared to the U.S. dollar (the 'Spot Rate'), and (b) in
the form of Currency Call Warrants, entitling the Owners to receive from the
Company the Currency Warrant Cash Settlement Value in cash in U.S. dollars,
which amount will be determined by reference to the amount, if any, by which the
Spot Rate at the time of exercise exceeds the Strike Rate. The Prospectus
Supplement for an issue of Currency Warrants will set forth the formula pursuant
to which the Currency Warrant Cash Settlement Value will be determined. If so
specified in the Prospectus Supplement, in certain circumstances the Currency
Warrant Cash Settlement Value may, at the option of the Company, be determined
on a different basis than under normal exercise of a Currency Warrant. A
Currency Warrant will be settled only in U.S. dollars and accordingly will not
require or entitle an Owner to sell, deliver, purchase or take delivery of any
foreign currency or currency unit.
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The Currency Warrants are to be issued under currency warrant agreements
(each a 'Currency Warrant Agreement') to be entered into between the Company and
one or more banks or trust companies, as currency warrant agents (each a
'Currency Warrant Agent'), all as shall be set forth in the Prospectus
Supplement relating to the Currency Warrants being offered thereby. A form of
Currency Warrant Agreement, including a form of global currency warrant
certificate representing the Currency Warrants (a 'Currency Warrant
Certificate'), is filed as an exhibit to the Registration Statement. The
following description of the Currency Warrant Agreement and the Currency Warrant
Certificate and summaries of certain provisions of the Currency Warrant
Agreement and the Currency Warrant Certificate do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the applicable Currency Warrant Agreement and Currency Warrant
Certificate, including the definitions therein of certain terms not otherwise
defined in this Prospectus. Wherever particular terms defined in the Currency
Warrant Agreement are referred to, such defined terms are incorporated herein by
reference.
The particular terms of each issue of Currency Warrants, as well as any
modifications or additions to the general terms of the Currency Warrant
Agreement or Currency Warrant Certificate which may be applicable in the case of
such Currency Warrants, will be described in the Prospectus Supplement relating
to such Currency Warrants. Accordingly, for a description of the terms of a
particular issue of Currency Warrants, reference must be made both to the
Prospectus Supplement relating thereto and to the following description.
GENERAL
The Prospectus Supplement will describe the terms of any Currency Warrants
offered thereby, the Currency Warrant Agreement relating to such Currency
Warrants and the Currency Warrant Certificate representing such Currency
Warrants, including the following: (a) the aggregate amount of such Currency
Warrants; (b) the initial offering price of such Currency Warrants; (c) the
Reference Currency, which may be a foreign currency or units of two or more
foreign currencies; (d) whether such Currency Warrants are Currency Put Warrants
or Currency Call Warrants; (e) the date on which the right to exercise such
Currency Warrants commences and the date on which such right expires; (f) the
manner in which such Currency Warrants may be exercised; (g) the circumstances
which will cause the Currency Warrants to be deemed automatically exercised; (h)
the minimum number, if any, of such Currency Warrants that are exercisable at
any one time; (i) the maximum number, if any, of such Currency Warrants that
may, subject to the Company's election, be exercised by all Owners (or by any
person or entity) on any day; (j) any provision permitting an Owner to condition
an exercise notice on the absence of certain specified changes in the Spot Rate
after the exercise date; (k) any provisions permitting the Company to cancel
such Currency Warrants upon the occurrence of certain events; (l) the method of
determining the amount payable in connection with the exercise or cancelation of
such Currency Warrants; and (m) any other terms of the Currency Warrants.
BOOK-ENTRY PROCEDURES AND SETTLEMENTS
Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each issue of Currency Warrants will be issued in book-entry form and
represented by a single global Currency Warrant Certificate, registered in the
name of a depositary or its nominee. The depositary, or its nominee, will be
considered the owner or holder of the Currency Warrants for all purposes under
the Currency Warrant Agreement. Owners of beneficial interests in the global
Currency Warrant Certificate will generally not be entitled to receive physical
delivery of definitive certificates representing Currency Warrants. A beneficial
owner's ownership of a Currency Warrant will be recorded on or through the
records of the brokerage firm or other entity that maintains such beneficial
owner's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of such brokerage firm or its agents. Therefore, a
beneficial owner of Currency Warrants must rely upon the foregoing procedures to
evidence such beneficial owner's ownership of a Currency Warrant. Transfer of
beneficial ownership of any Currency Warrant will be effected only through the
selling beneficial owner's brokerage firm. Neither the Company nor the Currency
Warrant Agent will have any responsibility or liability for any aspect of the
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records relating to beneficial ownership interests in global Currency Warrant
Certificates, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
The Currency Warrant Cash Settlement Value on exercise of a Currency
Warrant will be paid by the Currency Warrant Agent to the depositary. The
depositary will be responsible for crediting the amount of such payments to the
accounts of participants or indirect participants in accordance with its
standard procedures. Each participant or indirect participant will be
responsible for disbursing such payments to the beneficial owners of the
Currency Warrants that it represents and to each brokerage firm for which it
acts as agent. Each such brokerage firm will be responsible for disbursing funds
to the beneficial owners of the Currency Warrants that it represents.
If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Currency Warrants in definitive form in exchange
for the global Currency Warrant. In addition, the Company may at any time
determine not to have the Currency Warrants represented by a global Currency
Warrant and, in such event, will issue Currency Warrants in definitive form in
exchange for the global Currency Warrant. In either instance, an owner of a
beneficial interest in the global Currency Warrant will be entitled to have a
number of Currency Warrants equivalent to such beneficial interest registered in
its name and will be entitled to physical delivery of such Currency Warrants in
definitive form.
EXERCISE OF CURRENCY WARRANTS
Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each Currency Warrant will entitle the Owner to the Currency Warrant
Cash Settlement Value of such Currency Warrant on the applicable Valuation Date,
in each case as such terms will further be defined in the applicable Prospectus
Supplement. Procedures for exercise of the Currency Warrants will be set out in
the applicable Prospectus Supplement.
LISTING
Unless otherwise provided in the relevant Prospectus Supplement, each issue
of Currency Warrants will be listed on a national securities exchange as
specified in the Prospectus Supplement, subject only to official notice of
issuance, as a pre-condition to the sale of any such Currency Warrants. In the
event that the Currency Warrants are delisted from, or permanently suspended
from trading on, such exchange, and, at or prior to such delisting or
suspension, the Currency Warrants shall not have been listed on another national
securities exchange, Currency Warrants not previously exercised will be deemed
automatically exercised on the date such delisting or permanent trading
suspension becomes effective. The Currency Warrant Cash Settlement Value to be
paid in such event will be as set forth in the applicable Prospectus Supplement.
The Company will notify Owners of Currency Warrants as soon as practicable of
such delisting or permanent trading suspension. The applicable Currency Warrant
Agreement will contain a covenant of the Company not to seek delisting of the
Currency Warrants from, or permanent suspension of their trading on, such
exchange.
MODIFICATION
The Currency Warrant Agreement and the terms of the Currency Warrants may
be amended by the Company and the Currency Warrant Agent, without the consent of
the Owners or the registered holder, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective or inconsistent provision
contained therein, or in any other manner which the Company may deem necessary
or desirable and which will not adversely affect the interests of the Owners.
The Company and the Currency Warrant Agent also may modify or amend the
Currency Warrant Agreement and the terms of the Currency Warrants, with the
consent of the Owners of not less than a majority in number of the then
outstanding unexercised Currency Warrants affected, provided that no such
modification or amendment that decreases the Strike Rate in the case of a
Currency Put Warrant, increases the Strike Rate in the case of a Currency Call
Warrant, shortens the period of time during which the Currency Warrants may be
exercised or otherwise materially and adversely affects the exercise rights of
the Owners of the Currency Warrants or reduces the number of outstanding
Currency
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Warrants, the consent of whose Owners is required for modification or amendment
of the Currency Warrant Agreement or the Currency Warrant Certificate, may be
made without the consent of the Owners affected thereby.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the
Company, then in such event the successor or assuming corporation shall succeed
to and be substituted for the Company, with the same effect as if it had been
named in the Currency Warrant Agreement and in the Currency Warrant Certificate
as the Company. The Company shall thereupon be relieved of any further
obligation under the Currency Warrant Agreement or under the Currency Warrant
Certificate, and, in the event of any such merger, consolidation, sale,
transfer, conveyance or other disposition, the Company as the predecessor
corporation may thereupon or at any time thereafter be dissolved, wound up or
liquidated.
ENFORCEABILITY OF RIGHT; GOVERNING LAW
The Currency Warrant Agent will act solely as an agent of the Company in
connection with the issuance and exercise of Currency Warrants and will not
assume any obligation or relationship of agency or trust for or with any owner
of a beneficial interest in Currency Warrants or with the registered holder
thereof. The Currency Warrant Agent shall have no duty or responsibility in case
of default by the Company in the performance of its obligations under the
Currency Warrant Agreement or Currency Warrant Certificate including, without
limitation, any duty or responsibility to initiate any proceedings at law or
otherwise or to make any demand upon the Company. Owners may, without the
consent of the Currency Warrant Agent, enforce by appropriate legal action, on
their own behalf, their rights to exercise, and to receive payment for, their
Currency Warrants. Except as may otherwise be provided in the Prospectus
Supplement relating thereto, each issue of Currency Warrants and the applicable
Currency Warrant Agreement will be governed by and construed in accordance with
the law of the State of New York.
FEDERAL INCOME TAX CONSIDERATIONS
A summary of the material U.S. federal income tax consequences to U.S.
persons investing in the Currency Warrants will be set forth in the applicable
Prospectus Supplement.
RISK FACTORS RELATING TO THE CURRENCY WARRANTS
The Currency Warrants may entail significant risks. These risks include,
without limitation, the possibility of significant fluctuations in the foreign
currency markets, the imposition or modification of foreign exchange controls,
possible illiquidity in the secondary market and the risk that the Currency
Warrants will expire worthless. These risks will vary depending on the
particular terms of the Currency Warrants and will be more fully described in
the applicable Prospectus Supplement.
DESCRIPTION OF STOCK-INDEX WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Government Securities Warrants, or separately, Stock-Index
Warrants (a) in the form of Stock-Index Put Warrants, entitling the Owners
thereof to receive from the Company the Stock-Index Cash Settlement Value (as
described in the applicable Prospectus Supplement) in cash in U.S. dollars,
which amount will be determined by reference to the amount, if any, by which a
predetermined level or range of levels of the Stock Index (the 'Strike Index')
exceeds the then-current level of the Stock Index (the 'Spot Index') at the
close of business on the relevant exchange or exchanges, and (b) in the form of
Stock-Index Call Warrants, entitling the Owners thereof to receive from the
Company the Stock-Index Cash Settlement Value in cash in U.S. dollars, which
amount will be determined by reference to the amount, if any, by which the Spot
Index at the time of exercise exceeds the Strike Index. The Prospectus
Supplement for an issue of Stock-Index Warrants will set forth the formula
pursuant to which the Stock-
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Index Cash Settlement Value will be determined. If so specified in the
applicable Prospectus Supplement, in certain circumstances the Stock-Index Cash
Settlement Value may, at the option of the Company, be determined on a different
basis than under normal exercise of a Stock-Index Warrant. Unless otherwise
indicated in the applicable Prospectus Supplement, a Stock-Index Warrant will be
settled only in cash in U.S. dollars. Accordingly, a Stock-Index Warrant will
not require or entitle an Owner to sell, deliver, purchase or take delivery of
any shares of any underlying stock or any other securities. The Owners will not
be entitled to any of the rights of the holders of any underlying stock.
The Stock-Index Warrants are to be issued under stock-index warrant
agreements (each a 'Stock-Index Warrant Agreement') to be entered into between
the Company and one or more banks or trust companies, as stock index warrant
agents (each a 'Stock-Index Warrant Agent'), all as shall be set forth in the
Prospectus Supplement relating to the Stock-Index Warrants. A form of
Stock-Index Warrant Agreement, including a form of global stock-index warrant
certificate (a 'Stock-Index Warrant Certificate'), is filed as an exhibit to the
Registration Statement. The following description of the Stock-Index Warrant
Agreement and the Stock-Index Warrant Certificate and summaries of certain
provisions of the Stock-Index Warrant Agreement and the Stock-Index Warrant
Certificate do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the applicable
Stock-Index Warrant Agreement and Stock-Index Warrant Certificate, including the
definitions therein of certain terms not otherwise defined in this Prospectus.
Wherever particular terms defined in the Stock-Index Warrant Agreement are
referred to, such defined terms are incorporated herein by reference.
The particular terms of each issue of Stock-Index Warrants, as well as any
modifications or additions to the general terms of the Stock-Index Warrant
Agreement or Stock-Index Warrant Certificate that may be applicable in the case
of such Stock-Index Warrants, will be described in the Prospectus Supplement
relating to such Stock-Index Warrants. Accordingly, for a description of the
terms of a particular issue of Stock-Index Warrants, reference must be made both
to the Prospectus Supplement relating thereto and to the following description.
GENERAL
The Prospectus Supplement will describe the terms of any Stock-Index
Warrants offered thereby, the Stock-Index Warrant Agreement relating to such
Stock-Index Warrants and the Stock-Index Warrant Certificate representing such
Stock-Index Warrants, including the following: (a) the aggregate amount of such
Stock-Index Warrants; (b) the initial offering price of such Stock-Index
Warrants; (c) the Stock Index for such Stock-Index Warrants, which may be based
on one or more U.S. or foreign stocks or a combination thereof and may be a
preexisting U.S. or foreign stock index compiled and published by a third party
or an index based on one or more underlying stock or stocks selected by the
Company solely in connection with the issuance of such Stock-Index Warrants, and
certain information regarding such Stock Index and the underlying stock or
stocks; (d) whether such Stock-Index Warrants are Stock-Index Put Warrants or
Stock-Index Call Warrants; (e) the date on which the right to exercise such
Stock-Index Warrants commences and the date on which such right expires; (f) the
manner in which such Stock-Index Warrants may be exercised; (g) the
circumstances that will cause the Stock-Index Warrants to be deemed to be
automatically exercised; (h) the minimum number, if any, of such Stock-Index
Warrants that are exercisable at any one time; (i) the maximum number, if any,
of such Stock-Index Warrants that may, subject to the Company's election, be
exercised by all Owners (or by any person or entity) on any day; (j) any
provision permitting an Owner to condition an exercise notice on the absence of
certain specified changes in the Spot Index after the exercise date; (k) any
provisions permitting the Company to cancel such Stock-Index Warrants upon the
occurrence of certain events; (l) the method of determining the amount payable
in connection with the exercise or cancelation of such Stock-Index Warrants; (m)
the method of providing a substitute index or otherwise determining the amount
payable in connection with the exercise of such Stock-Index Warrants if the
Stock Index changes or ceases to be made available by its publisher; and (n) any
other terms of the Stock-Index Warrants.
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BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each issue of Stock-Index Warrants will be issued in book-entry form
and represented by a single global Stock-Index Warrant Certificate, registered
in the name of a depositary or its nominee. The depositary, or its nominee, will
be considered the owner or holder of the Stock-Index Warrants for all purposes
under the Stock-Index Warrant Agreement. Owners of beneficial interests in the
global Stock-Index Warrant Certificate will generally not be entitled to receive
physical delivery of definitive certificates representing Stock-Index Warrants.
A beneficial owner's ownership of a Stock-Index Warrant will be recorded on or
through the records of the brokerage firm or other entity that maintains such
beneficial owner's account. In turn, the total number of Stock-Index Warrants
held by an individual brokerage firm for its clients will be maintained on the
records of the depositary in the name of such brokerage firm or its agent.
Therefore, a beneficial owner of Stock-Index Warrants must rely upon the
foregoing procedures to evidence such beneficial owner's ownership of a
Stock-Index Warrant. Transfer of beneficial ownership of any Stock-Index Warrant
will be effected only through the selling beneficial owner's brokerage firm.
Neither the Company nor the Stock-Index Warrant Agent will have any
responsibility or liability for any aspect of the records relating to or payment
made on account of beneficial ownership interests in global Stock-Index Warrant
Certificates, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
The Stock-Index Cash Settlement Value will be paid by the Stock-Index
Warrant Agent to the depositary. The depositary will be responsible for
crediting the amount of such payments to the accounts of participants or
indirect participants in accordance with its standard procedures. Each
participant or indirect participant will be responsible for disbursing such
payments to the beneficial owners of the Stock-Index Warrants that it represents
and to each brokerage firm for which it acts as agent. Each such brokerage firm
will be responsible for disbursing funds to the beneficial owners of the
Stock-Index Warrants that it represents.
If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Stock-Index Warrants in definitive form in exchange
for the global Stock-Index Warrant. In addition, the Company may at any time
determine not to have the Stock-Index Warrants represented by a global
Stock-Index Warrant and, in such event, will issue Stock-Index Warrants in
definitive form in exchange for the global Stock-Index Warrant. In either
instance, an owner of a beneficial interest in the global Stock-Index Warrant
will be entitled to have a number of Stock-Index Warrants equivalent to such
beneficial interest registered in its name and will be entitled to physical
delivery of such Stock-Index Warrants in definitive form.
EXERCISE OF STOCK-INDEX WARRANTS
Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each Stock-Index Warrant will entitle the Owner thereof to the
Stock-Index Cash Settlement Value of such Stock-Index Warrant on the applicable
Valuation Date, in each case as such terms will further be defined in the
Prospectus Supplement relating thereto. Procedures for exercise of the
Stock-Index Warrants will be set out in the applicable Prospectus Supplement.
LISTING
Unless otherwise provided in the applicable Prospectus Supplement, each
issue of Stock-Index Warrants will be listed on a national securities exchange,
as specified in the Prospectus Supplement, subject only to official notice of
issuance, as a pre-condition to the sale of any such Stock-Index Warrants. In
the event that the Stock-Index Warrants are delisted from, or permanently
suspended from trading on, such exchange, and, at or prior to such delisting or
suspension, the Stock-Index Warrants shall not have been listed on another
national securities exchange, Stock-Index Warrants not previously exercised will
be deemed automatically exercised on the date such delisting or permanent
trading suspension becomes effective. The Stock-Index Warrant Cash Settlement
Value to be paid in such event will be as set forth in the applicable Prospectus
Supplement. The Company will notify Owners of Stock-
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Index Warrants as soon as practicable of such delisting or permanent trading
suspension. The applicable Stock-Index Warrant Agreement will contain a covenant
of the Company not to seek delisting of the Stock-Index Warrants from, or
permanent suspension of their trading on, such exchange.
MODIFICATION
The Stock-Index Warrant Agreement and the terms of the Stock-Index Warrants
may be amended by the Company and the Stock-Index Warrant Agent, without the
consent of the Owners or the registered holder, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained therein, or in any other manner which the
Company may deem necessary or desirable and which will not adversely affect the
interests of the Owners.
The Company and the Stock-Index Warrant Agent also may modify or amend the
Stock-Index Warrant Agreement and the terms of the Stock-Index Warrants, with
the consent of the Owners of not less than a majority in number of the then
outstanding unexercised Stock-Index Warrants affected, provided that no such
modification or amendment that decreases the Strike Index in the case of a
Stock-Index Put Warrant, increases the Strike Index in the case of a Stock-Index
Call Warrant, shortens the period of time during which the Stock-Index Warrants
may be exercised or otherwise materially and adversely affects the exercise
rights of the Owners of the Stock-Index Warrants or reduces the number of
outstanding Stock-Index Warrants, the consent of whose Owners is required for
modification or amendment of the Stock-Index Warrant Agreement or the
Stock-Index Certificate, may be made without the consent of the Owners affected
thereby.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the
Company, then in such event the successor or assuming corporation shall succeed
to and be substituted for the Company, with the same effect as if it had been
named in the Stock-Index Warrant Agreement and in the Stock-Index Warrant
Certificate as the Company. The Company shall thereupon be relieved of any
further obligation under the Stock-Index Warrant Agreement or under the
Stock-Index Warrant Certificate, and, in the event of any such merger,
consolidation, sale, transfer, conveyance or other disposition, the Company as
the predecessor corporation may thereupon or at any time thereafter be
dissolved, wound up or liquidated.
ENFORCEABILITY OF RIGHTS; GOVERNING LAW
The Stock-Index Warrant Agent will act solely as an agent of the Company in
connection with the issuance and exercise of Stock-Index Warrants and will not
assume any obligation or relationship of agency or trust for or with any owner
of a beneficial interest in Stock-Index Warrants or with the registered holder
thereof. The Stock-Index Warrant Agent shall have no duty or responsibility in
case of default by the Company in the performance of its obligations under the
Stock-Index Warrant Agreement or Stock-Index Warrant Certificate including,
without limitation, any duty or responsibility, to initiate any proceedings at
law or otherwise or to make any demand upon the Company. Owners may without the
consent of the Stock-Index Warrant Agent enforce by appropriate legal action, on
their own behalf, their rights to exercise, and to receive payment for, their
Stock-Index Warrants. Except as may otherwise be provided in the Prospectus
Supplement relating thereto, each issue of Stock-Index Warrants and the
applicable Stock-Index Warrant Agreement will be governed by and construed in
accordance with the law of the State of New York.
FEDERAL INCOME TAX CONSIDERATIONS
A summary of the material U.S. federal income tax consequences to U.S.
persons investing in the Stock-Index Warrants will be set forth in the
applicable Prospectus Supplement.
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RISK FACTORS RELATING TO THE STOCK-INDEX WARRANTS
The Stock-Index Warrants may entail significant risks. These risks include,
without limitation, the possibility of significant fluctuations in the
applicable Stock Index, possible illiquidity in the secondary market and the
risk that the Stock-Index Warrants will expire worthless. These risks will vary
depending on the particular terms of the Stock-Index Warrants and will be more
fully described in the applicable Prospectus Supplement.
DESCRIPTION OF GOVERNMENT SECURITIES WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Stock-Index Warrants, or separately, Government Securities
Warrants (a) in the form of Government Securities Put Warrants, entitling the
Owners thereof to receive from the Company the Government Securities Cash
Settlement Value (as described in the applicable Prospectus Supplement) in cash
in U.S. dollars, which amount will be determined by reference to the amount, if
any, by which a predetermined yield or price of the Debt Instrument or a
predetermined level of the Debt Index (the 'Strike Amount') exceeds the
then-current yield, closing price or closing level of the Debt Instrument or
Debt Index, as the case may be (the 'Spot Amount'), at the close of business on
the relevant market or markets or as otherwise determined, as set forth in the
Prospectus Supplement, and (b) in the form of Government Securities Call
Warrants, entitling the Owners thereof to receive from the Company the
Government Securities Cash Settlement Value in cash in U.S. dollars, which
amount will be determined by reference to the amount, if any, by which the Spot
Amount at the time of exercise exceeds the Strike Amount. The Prospectus
Supplement for an issue of Government Securities Warrants will set forth the
formula pursuant to which the Government Securities Cash Settlement Value will
be determined. If so specified in the Prospectus Supplement, in certain
circumstances the Government Securities Cash Settlement Value may, at the option
of the Company, be determined on a different basis than under normal exercise of
a Government Securities Warrant. Unless otherwise indicated in the applicable
Prospectus Supplement, a Government Securities Warrant will be settled only in
cash in U.S. dollars. Accordingly, a Government Securities Warrant will not
require or entitle an Owner to sell, deliver, purchase or take delivery of any
Debt Instrument or any instruments to which a Debt Index is related or any other
securities. The Owners will not be entitled to any of the rights of the holders
of any Debt Instrument or instruments to which a Debt Index is related.
The Government Securities Warrants are to be issued under government
securities warrant agreements (each a 'Government Securities Warrant Agreement')
to be entered into between the Company and one or more banks or trust companies,
as government securities warrant agents (each a 'Government Securities Warrant
Agent'), all as shall be set forth in the Prospectus Supplement relating to the
Government Securities Warrants. A form of global Government Securities Warrant
Agreement, including a form of government securities warrant certificate (a
'Government Securities Warrant Certificate'), is filed as an exhibit to the
Registration Statement. The following description of the Government Securities
Warrant Agreement and the Government Securities Warrant Certificate and
summaries of certain provisions of the Government Securities Warrant Agreement
and the Government Securities Warrant Certificate do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the applicable Government Securities Warrant Agreement and
Government Securities Warrant Certificate, including the definitions therein of
certain terms not otherwise defined in this Prospectus. Wherever particular
terms defined in the Government Securities Warrant Agreement are referred to,
such defined terms are incorporated herein by reference.
The particular terms of each issue of Government Securities Warrants, as
well as any modifications or additions to the general terms of the Government
Securities Warrant Agreement or Government Securities Warrant Certificate that
may be applicable in the case of such Government Securities Warrants, will be
described in the Prospectus Supplement relating to such Government Securities
Warrants. Accordingly, for a description of the terms of a particular issue of
Government Securities Warrants, reference must be made both to the Prospectus
Supplement relating thereto and to the following description.
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GENERAL
The applicable Prospectus Supplement will describe the terms of any
Government Securities Warrants offered thereby, the Government Securities
Warrant Agreement relating to such Government Securities Warrants and the
Government Securities Warrant Certificate representing such Government
Securities Warrants, including the following: (a) the aggregate amount of such
Government Securities Warrants; (b) the initial offering price of such
Government Securities Warrants; (c) the Debt Instrument for such Government
Securities Warrants, which may be one or more debt instruments issued by the
United States government, or the Debt Index for such Government Securities
Warrants, which may be an index related to such instruments, and certain
information regarding such Debt Instrument or Debt Index; (d) whether such
Government Securities Warrants are Government Securities Put Warrants or
Government Securities Call Warrants; (e) the date on which the right to exercise
such Government Securities Warrants commences and the date on which such right
expires; (f) the manner in which such Government Securities Warrants may be
exercised; (g) the circumstances that will cause the Government Securities
Warrants to be deemed to be automatically exercised; (h) the minimum number, if
any, of such Government Securities Warrants that are exercisable at any one
time; (i) the maximum number, if any, of such Government Securities Warrants
that may, subject to the Company's election, be exercised by all Owners (or by
any person or entity) on any day; (j) any provision permitting an Owner to
condition an exercise notice on the absence of certain specified changes in the
Spot Amount after the exercise date; (k) any provisions permitting the Company
to cancel such Government Securities Warrants upon the occurrence of certain
events; (l) the method of determining the amount payable in connection with the
exercise or cancelation of such Government Securities Warrants; (m) the method
of providing a substitute index or otherwise determining the amount payable in
connection with the exercise of Government Securities Warrants related to a Debt
Index if the Debt Index changes or ceases to be made available by its publisher;
and (n) any other terms of the Government Securities Warrants.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each issue of Government Securities Warrants will be issued in
book-entry form and represented by a single global Government Securities Warrant
Certificate, registered in the name of a depositary or its nominee. The
depositary, or its nominee, will be considered the owner or holder of the
Government Securities Warrants for all purposes under the Government Securities
Warrant Agreement. Owners of beneficial interests in the global Government
Securities Warrant Certificate will generally not be entitled to receive
physical delivery of definitive certificates representing Government Securities
Warrants. A beneficial owner's ownership of a Government Securities Warrant will
be recorded on or through the records of the brokerage firm or other entity that
maintains such beneficial owner's account. In turn, the total number of
Government Securities Warrants held by an individual brokerage firm for its
clients will be maintained on the records of the depositary in the name of such
brokerage firm or its agent. Therefore, a beneficial owner of Government
Securities Warrants must rely upon the foregoing procedures to evidence such
beneficial owner's ownership of a Government Securities Warrant. Transfer of
beneficial ownership of any Government Securities Warrant will be effected only
through the selling beneficial owner's brokerage firm. Neither the Company nor
the Government Securities Warrant Agent will have any responsibility or
liability for any aspect of the records relating to or payment made on account
of beneficial ownership interests in global Government Securities Warrant
Certificates, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.
The Government Securities Cash Settlement Value will be paid by the
Government Securities Warrant Agent to the depositary. The depositary will be
responsible for crediting the amount of such payments, to the accounts of
participants or indirect participants in accordance with its standard
procedures. Each participant or indirect participant will be responsible for
disbursing such payments to the beneficial owners of the Government Securities
Warrants that it represents and to each brokerage firm for which it acts as
agent. Each such brokerage firm will be responsible for disbursing funds to the
beneficial owners of the Government Securities Warrants that it represents.
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If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Government Securities Warrants in definitive form
in exchange for the global Government Securities Warrant. In addition, the
Company may at any time determine not to have the Government Securities Warrants
represented by a global Government Securities Warrant Certificate and, in such
event, will issue Government Securities Warrant Certificates in definitive form
in exchange for the global Government Securities Warrant Certificate. In either
instance, an owner of a beneficial interest in the global Government Securities
Warrant Certificate will be entitled to have a number of Government Securities
Warrant Certificates equivalent to such beneficial interest registered in its
name and will be entitled to physical delivery of such Government Securities
Warrant Certificates in definitive form.
EXERCISE OF GOVERNMENT SECURITIES WARRANTS
Except as may otherwise be provided in the Prospectus Supplement relating
thereto, each Government Securities Warrant will entitle the Owner to the
Government Securities Cash Settlement Value of such Government Securities
Warrant on the applicable Valuation Date, in each case as such terms will
further be defined in the Prospectus Supplement relating thereto. Procedures for
exercise of the Government Securities Warrants will be set out in the applicable
Prospectus Supplement.
LISTING
Unless otherwise provided in the applicable Prospectus Supplement, each
issue of Government Securities Warrants will be listed on a national securities
exchange, as specified in the Prospectus Supplement, subject only to official
notice of issuance, as a precondition to the sale of any such Government
Securities Warrants. In the event that the Government Securities Warrants are
delisted from, or permanently suspended from trading on, such exchange, and, at
or prior to such delisting or suspension, the Government Securities Warrants
shall not have been listed on another national securities exchange, Government
Securities Warrants not previously exercised will be deemed automatically
exercised on the date such delisting or permanent trading suspension becomes
effective. The Government Securities Cash Settlement Value to be paid in such
event will be as set forth in the applicable Prospectus Supplement. The Company
will notify Owners of Government Securities Warrants as soon as practicable of
such delisting or permanent trading suspension. The applicable Government
Securities Warrant Agreement will contain a covenant of the Company not to seek
delisting of the Government Securities Warrants from, or permanent suspension of
their trading on, such exchange.
MODIFICATION
The Government Securities Warrant Agreement and the terms of the Government
Securities Warrants may be amended by the Company and the Government Securities
Warrant Agent, without the consent of the Owners or the registered holder, for
the purpose of curing any ambiguity, or of curing, correcting or supplementing
any defective or inconsistent provision contained therein, or in any other
manner that the Company may deem necessary or desirable and which will not
adversely affect the interests of the Owners.
The Company and the Government Securities Warrant Agent also may modify or
amend the Government Securities Warrant Agreement and the terms of the
Government Securities Warrants, with the consent of the Owners of not less than
a majority in number of the then outstanding unexercised Government Securities
Warrants affected, provided that no such modification or amendment that
decreases the Strike Amount in the case of a Government Securities Put Warrant,
increases the Strike Amount in the case of a Government Securities Call Warrant,
shortens the period of time during which the Government Securities Warrants may
be exercised or otherwise materially and adversely affects the exercise rights
of the Owners of the Government Securities Warrants or reduces the number of
outstanding Government Securities Warrants, the consent of whose Owners is
required for modification or amendment of the Government Securities Warrant
Agreement or Government Securities Warrant Certificate, may be made without the
consent of the Owners affected thereby.
21
<PAGE>
<PAGE>
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the
Company, then in such event the successor or assuming corporation shall succeed
to and be substituted for the Company, with the same effect as if it had been
named in the Government Securities Warrant Agreement and in the Government
Securities Warrant Certificate as the Company. The Company shall thereupon be
relieved of any further obligation under the Government Securities Warrant
Agreement or under the Government Securities Warrant Certificate, and, in the
event of any such merger, consolidation, sale, transfer, conveyance or other
disposition, the Company as the predecessor corporation may thereupon or at any
time thereafter be dissolved, wound up or liquidated.
ENFORCEABILITY OF RIGHTS; GOVERNING LAW
The Government Securities Warrant Agent will act solely as an agent of the
Company in connection with the issuance and exercise of Government Securities
Warrants and will not assume any obligation or relationship of agency or trust
for or with any owner of a beneficial interest in Government Securities Warrants
or with the registered holder thereof. The Government Securities Warrant Agent
shall have no duty or responsibility in case of default by the Company in the
performance of its obligations under the Government Securities Warrant Agreement
or Government Securities Warrant Certificate including, without limitation, any
duty or responsibility to initiate any proceedings at law or otherwise or to
make any demand upon the Company. Owners may, without the consent of the
Government Securities Warrant Agent, enforce by appropriate legal action, on
their own behalf, their rights to exercise, and to receive payment for, their
Government Securities Warrants. Except as may otherwise be provided in the
Prospectus Supplement relating thereto, each issue of Government Securities
Warrants and the applicable Government Securities Warrant Agreement will be
governed by and construed in accordance with the law of the State of New York.
FEDERAL INCOME TAX CONSIDERATIONS
A summary of the material U.S. federal income tax consequences to U.S.
persons investing in the Government Securities Warrants will be set forth in the
applicable Prospectus Supplement.
RISK FACTORS RELATING TO THE GOVERNMENT SECURITIES WARRANTS
The Government Securities Warrants may entail significant risks. These
risks include, without limitation, the possibility of significant fluctuations
in the yield or price of the Debt Instrument or the level of the Debt Index,
risks relating to the level of interest rates, general risks applicable to the
market or markets on which the Debt Instrument, or any instruments to which the
Debt Index is related, is traded, possible illiquidity in the secondary market
and the risk that the Government Securities Warrants will expire worthless.
These risks will vary depending on the particular terms of the Government
Securities Warrants and will be more fully described in the applicable
Prospectus Supplement.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in or outside the
United States through underwriters or dealers, directly to one or more
purchasers or through agents. The Prospectus Supplement with respect to the
Securities will set forth the terms of the offering of the Securities, which
will include the name or names of any underwriters, dealers or agents, the
purchase price of the Securities and the net proceeds to the Company from such
sale, any delayed delivery arrangements, any underwriting discounts or other
items constituting underwriters' compensation, any discounts or concessions
allowed or re-allowed or paid to dealers and any securities exchanges on which
the Securities may be listed.
If underwriters are used in the sale of the Securities in respect of which
this Prospectus is delivered, such Securities will be acquired by underwriters
for their own account and may be resold from time to
22
<PAGE>
<PAGE>
time 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
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by one or more firms acting as
underwriters, as designated. Unless otherwise set forth in the Prospectus
Supplement relating thereto, the obligations of the underwriters or agents to
purchase the Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Securities if any are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
If dealers are utilized in the sale of any Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealers, as principals. The dealers may then resell such Securities to the
public at varying prices to be determined by such dealers at the time of resale.
The name of the dealers and the terms of the transaction will be set forth in
the Prospectus Supplement relating thereto.
Securities may be sold directly by the Company or through agents designated
by the Company from time to time at a fixed price or prices, which may be
changed, or at varying prices determined at the time of sale. Any agent involved
in the offer or sale of the Securities with respect to which this Prospectus is
delivered will be named and any commissions payable by the Company to such agent
will be set forth in the Prospectus Supplement relating thereto. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment.
Securities may be sold directly by the Company to institutional investors
or others, who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the applicable Prospectus Supplement.
In connection with the sale of the Securities, underwriters or agents may
receive compensation from the Company or from purchasers of Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters, agents and dealers participating in the distribution of the
Securities may be deemed to be underwriters, and any discounts or commissions
received by them from the Company and any profit on the resale of the Securities
by them may be deemed to be underwriting discounts or commissions under the
Securities Act.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain types of
institutions to purchase Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents, dealers and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers or underwriters may be
required to make with respect thereto. Agents, dealers and underwriters may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.
LEGAL OPINIONS
The validity of the Securities offered hereby will be passed upon for the
Company by Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019,
and for any agents or underwriters by White & Case, 1155 Avenue of the Americas,
New York, New York 10036. From time to time White & Case provides legal services
to the Company.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, have been so incorporated in reliance upon the reports set
forth therein of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.
23
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are:
<TABLE>
<S> <C>
Filing fee for registration statement............................................. $172,414
Legal fees and expenses........................................................... 50,000
Accounting fees and expenses...................................................... 50,000
Blue Sky fees and expenses........................................................ 15,000
Printing and engraving fees....................................................... 40,000
Trustee's fees and expenses....................................................... 25,000
Warrant and determination agents' fees and expenses............................... 25,000
Rating agency fees................................................................ 100,000
Miscellaneous..................................................................... 25,000
--------
Total........................................................................ $512,414
--------
--------
</TABLE>
All of the above amounts, other than the filing fee, are estimates only.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, the Company's Certificate of Incorporation includes a
provision that eliminates the personal liability of a director to the Company or
its stockholders for monetary damages arising out of the director's breach of
his or her fiduciary duty of care, except as follows. A director remains
potentially liable for monetary damages (unless otherwise permitted by
applicable law) for (a) breach of the director's duty of loyalty to the Company
or its stockholders, (b) acts or omissions not in good faith or which involve
misconduct or a knowing violation of law, (c) an improper payment of a dividend
or an improper redemption or repurchase of the Company's stock (as provided in
Section 174 of the General Corporation Law of the State of Delaware) or (d) any
transaction from which a director derives an improper personal benefit. Any
repeal or modification of this provision will not affect any right or protection
of a director that exists at the time of such repeal or modification.
Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation may indemnify directors and officers against the
reasonable expenses, including attorneys' fees, actually and reasonably incurred
by them in connection with the defense of any action by reason of being or
having been directors or officers, if such person shall have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that if such action shall be in the
right of the corporation, no such indemnification shall be provided as to any
claim, issue or matter as to which such person shall have been judged to have
been liable for negligence or misconduct in his or her performance of duty to
the corporation, unless and to the extent that the Court of Chancery of the
State of Delaware or any other court in which the suit was brought shall
determine upon application that, in view of all of the circumstances of the
case, such person is fairly and reasonably entitled to indemnity. A corporation
shall be required to indemnify any director or officer who successfully defends
any such actions. The foregoing statements are subject to the detailed
provisions of Section 145 of the General Corporation Law of the State of
Delaware.
Article VII of the By-Laws of the Company provides in terms similar to
those of Section 145 of the General Corporation Law of the State of Delaware
that the Company shall have power and shall be required to indemnify its
directors and officers in accordance with such Law.
Reference is made to Article VII of the Underwriting Agreement filed as
Exhibit 1 to this Registration Statement pursuant to which the underwriters may
under certain circumstances indemnify the officers and directors of the Company.
Under the terms of various Directors and Officers Liability and Corporation
Reimbursement Liability Policies, the directors and officers of the Company are
insured, subject to applicable policy exclusions, limits and deductibles,
against any loss incurred in connection with any claim made against them or any
of them for any actual or alleged breach of duty, neglect, error, misstatement,
misleading
II-1
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<PAGE>
statement, omission or other act done or wrongfully attempted, or any matter not
excluded by the terms and conditions of the policy, claimed against them solely
by reason of their being directors or officers of the Company. The foregoing
statements are subject to the detailed provisions of such Policies.
The Company has entered into indemnification agreements with each of its
directors and officers. Such indemnification agreements provide that the Company
will pay certain amounts incurred by a director or officer in connection with
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and specifically including actions by
or in the name of the Company (referred to as derivative suits), where the
individual's involvement is by reason of the fact that he or she is or was a
director or officer. Such amounts include, to the maximum extent permitted by
law, attorneys' fees, judgments, civil or criminal fines, settlement amounts,
and other expenses customarily incurred in connection with legal proceedings.
Under each indemnification agreement, a director or officer will not be
indemnified if he or she is found not to have acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company. Each indemnification agreement provides a number of
procedures and presumptions used in the determination of the right to
indemnification, as well as a requirement that in order to receive an
advancement of expenses, the director or officer must submit an undertaking to
repay any expenses advanced on his or her behalf with respect to which it is
later determined the director or officer was not entitled to receive. Each
indemnification agreement is effective for actions arising out of acts or
omissions which may have occurred before or after the execution of such
indemnification agreement. The foregoing statements are subject to the detailed
provisions of such indemnification agreement.
ITEMS 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- ------------------------------------------------------------------------------------------------------------
<C> <S>
1 -- Form of Underwriting Agreement (Incorporated by reference to Exhibit 1 of the Company's Registration
Statement on Form S-3 (Registration No. 33-55692))
4(a) -- Indenture between the Company and The Bank of New York, formerly Irving Trust Company, as Trustee,
relating to the Debt Securities (Incorporated by reference to Exhibit 4(a) of the Company's Registration
Statement on Form S-3 (Registration No. 33-4049))
4(b) -- Supplemental Indenture between the Company and The Bank of New York, as Trustee, relating to the Debt
Securities
4(c) -- Form of Debt Securities (contained within Exhibit 4(b))
4(d) -- Form of Debt Warrant Agreement (Incorporated by reference to Exhibit 4(c) of the Company's Registration
Statement on Form S-3 (Registration No. 33-55692))
4(e) -- Form of Debt Warrant Certificate (contained within Exhibit 4(d))
4(f) -- Form of Currency Warrant Agreement (Incorporated by reference to Exhibit 4(e) of the Company's
Registration Statement on Form S-3 (Registration No. 33-55692))
4(g) -- Form of Currency Warrant Certificate (contained within Exhibit 4(f))
4(h) -- Form of Stock-Index Warrant Agreement (Incorporated by reference to Exhibit 4(g) of the Company's
Registration Statement on Form S-3 (Registration No. 33-55692))
4(i) -- Form of Stock-Index Warrant Certificate (contained within Exhibit 4(h))
4(j) -- Form of Government Securities Warrant Agreement (Incorporated by reference to Exhibit 4(i) of the
Company's Registration Statement on Form S-3 (Registration No. 33-55692))
4(k) -- Form of Government Securities Warrant Certificate (contained within Exhibit 4(j))
5 -- Opinion of Cravath, Swaine & Moore
12 -- Statement re computation of ratio of earnings to fixed charges
23(a) -- Consent of Price Waterhouse LLP
23(b) -- Consent of Cravath, Swaine & Moore (contained within Exhibit 5)
24 -- Powers of Attorney (contained within the signature pages hereto)
25 -- Form T-1 Statement of Eligibility of the Trustee
</TABLE>
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<PAGE>
ITEM 17. UNDERTAKINGS.
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 this registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange 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.
(4) 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 Exchange 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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 Act and will be governed by the final
adjudication of such issue.
(6) 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.
(7) 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-3
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Morris Plains, State of New Jersey, on the 23rd day
of May, 1996.
WARNER-LAMBERT COMPANY
By: /s/ MELVIN R. GOODES
.................................
MELVIN R. GOODES
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
POWER OF ATTORNEY
Each of the undersigned, acting in the capacity or capacities stated
opposite his or her respective name, hereby appoints Melvin R. Goodes, Lodewijk
J. R. de Vink, Ernest J. Larini, Gregory L. Johnson and William S. Woodson, and
each of them severally, his or her true and lawful attorneys to do any and all
acts and to execute any and all instruments and documents that said attorneys
may deem necessary or advisable to comply with the Securities Act of 1933 (the
'Act') and any rules, regulations and requirements of the Securities and
Exchange Commission (the 'Commission') in respect thereof in connection with the
registration under the Act of the securities referred to in this Registration
Statement on Form S-3, including the execution on behalf of the undersigned of
any and all pre-effective and post-effective amendments to this Registration
Statement and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Commission. Each such attorney will have the
power to act hereunder with or without the others. Each of the undersigned
hereby ratifies and confirms all that such attorneys, or any of them, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/S/ MELVIN R. GOODES Chairman of the Board, Chief Executive May 23, 1996
......................................... Officer and Director (Principal Executive
(MELVIN R. GOODES) Officer)
/S/ ERNEST J. LARINI Vice President and Chief Financial Officer May 23, 1996
......................................... (Principal Financial Officer)
(ERNEST J. LARINI)
/S/ JOSEPH E. LYNCH Vice President and Controller (Principal May 23, 1996
......................................... Accounting Officer)
(JOSEPH E. LYNCH)
/S/ ROBERT N. BURT Director May 23, 1996
.........................................
(ROBERT N. BURT)
/S/ DONALD C. CLARK Director May 23, 1996
.........................................
(DONALD C. CLARK)
/S/ LODEWIJK J. R. DE VINK Director May 23, 1996
.........................................
(LODEWIJK J. R. DE VINK)
/S/ JOHN A. GEORGES Director May 23, 1996
.........................................
(JOHN A. GEORGES)
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
Director May 23, 1996
/S/ WILLIAM H. GRAY III
.........................................
(WILLIAM H. GRAY III)
/S/ WILLIAM R. HOWELL Director May 23, 1996
.........................................
(WILLIAM R. HOWELL)
/S/ LASALLE D. LEFFALL, JR., M.D. Director May 23, 1996
.........................................
(LASALLE D. LEFFALL, JR., M.D.)
/S/ PATRICIA SHONTZ LONGE, PH.D. Director May 23, 1996
.........................................
(PATRICIA SHONTZ LONGE, PH.D.)
/S/ ALEX J. MANDL Director May 23, 1996
.........................................
(ALEX J. MANDL)
/S/ LAWRENCE G. RAWL Director May 23, 1996
.........................................
(LAWRENCE G. RAWL)
/S/ MICHAEL I. SOVERN Director May 23, 1996
.........................................
(MICHAEL I. SOVERN)
/S/ JOSEPH D. WILLIAMS Director May 23, 1996
.........................................
(JOSEPH D. WILLIAMS)
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -------------------------------------------------------------------------------------------------
<S> <C> <C>
1 -- Form of Underwriting Agreement (Incorporated by reference to Exhibit 1 of The Company's
Registration Statement on Form S-3 (Registration No. 33-55692))................................
4(a) -- Indenture between the Company and The Bank of New York, formerly Irving Trust Company, as
Trustee, relating to the Debt Securities (Incorporated by reference to Exhibit 4(a) of the
Company's Registration Statement on Form S-3 (Registration No. 33-4049)).......................
4(b) -- Supplemental Indenture between the Company and The Bank of New York, as Trustee, relating to
the Debt Securities............................................................................
4(c) -- Form of Debt Securities (contained within Exhibit 4(b)).......................................
4(d) -- Form of Debt Warrant Agreement (Incorporated by reference to Exhibit 4(c) of the Company's
Registration Statement on Form S-3 (Registration No. 33-55692))................................
4(e) -- Form of Debt Warrant Certificate (contained within Exhibit 4(d))..............................
4(f) -- Form of Currency Warrant Agreement (Incorporated by reference to Exhibit 4(e) of the Company's
Registration Statement on Form S-3 (Registration No. 33-55692))................................
4(g) -- Form of Currency Warrant Certificate (contained within Exhibit 4(f))..........................
4(h) -- Form of Stock-Index Warrant Agreement (Incorporated by reference to Exhibit 4(g) of the
Company's Registration Statement on Form S-3 (Registration No. 33-55692))......................
4(i) -- Form of Stock-Index Warrant Certificate (contained within Exhibit 4(h)).......................
4(j) -- Form of Government Securities Warrant Agreement (Incorporated by reference to Exhibit 4(i) of
the Company's Registration Statement on Form S-3 (Registration No. 33-55692))..................
4(k) -- Form of Government Securities Warrant Certificate (contained within Exhibit 4(j)).............
5 -- Opinion of Cravath, Swaine & Moore............................................................
12 -- Statement re computation of ratio of earnings to fixed charges................................
23(a) -- Consent of Price Waterhouse LLP...............................................................
23(b) -- Consent of Cravath, Swaine & Moore (contained within Exhibit 5)...............................
24 -- Powers of Attorney (contained within the signature pages hereto)..............................
25 -- Form T-1 Statement of Eligibility of the Trustee..............................................
</TABLE>
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<PAGE>
EXHIBIT 4(b)
FIRST SUPPLEMENTAL INDENTURE dated as of May 15, 1996, to the
Indenture dated as of June 1, 1986 (hereinafter the 'Original Indenture'),
between WARNER-LAMBERT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter referred to as the
'Company'), and THE BANK OF NEW YORK, formerly Irving Trust Company, a
corporation duly organized and existing under the laws of the State of New
York (hereinafter referred to as the 'Trustee').
WHEREAS the Company and the Trustee entered into the Original Indenture
providing for the creation, execution, authentication and delivery of certain
Securities of the Company;
WHEREAS the Company has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture in order to
supplement and amend the Original Indenture, by amending and adding certain
provisions thereof, to permit the Company to require, if it shall so elect, that
the Securities of any series be issued, in whole or part, in the form of one or
more Global Securities;
WHEREAS Section 901 of the Original Indenture provides, among other things,
that the Company, when authorized by a resolution of its Board of Directors, and
the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental to the Original Indenture for the purpose, inter alia,
of making such other provisions as shall not adversely affect the interests of
any holders of outstanding Securities.
WHEREAS the Company and the Trustee are desirous of entering into this
First Supplemental Indenture for the purposes set forth in Section 901 of the
Original Indenture as referred to above; and
WHEREAS all acts and things necessary to constitute this First Supplemental
Indenture a valid, binding and legal instrument of the Company have been done
and performed by the Company, and the execution and delivery of this First
Supplemental Indenture have in all respects been duly authorized by the Company,
and the Company, in the exercise of legal right and power in it vested, executes
this First Supplemental Indenture.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the covenants herein contained
and the purchase and acceptance of the Securities issued hereunder by the
Holders thereof, and for other valuable consideration, the receipt of which is
hereby acknowledged, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders from time to time of
the Securities, as follows:
ARTICLE I
DEFINITIONS
Except as otherwise defined in or amended by this First Supplemental
Indenture, the capitalized words and terms used herein shall have the respective
meanings set forth in the Original Indenture.
ARTICLE II
MODIFICATIONS OF THE ORIGINAL INDENTURE
A. Section 101 of the Original Indenture is amended to add new definitions
thereto, in the appropriate alphabetical sequence, as follows:
'Depositary:
The term 'Depositary' shall mean, unless otherwise specified by the
Company pursuant to Section 301 or 311, with respect to Securities of
any series issuable or issued in whole or in part in the form of one or
more Global Securities, The Depository Trust Company, New York, New
York, or any successor thereto registered as a clearing agency under the
Securities Exchange Act of 1934, as amended, or other applicable statute
or regulation.'
<PAGE>
<PAGE>
'Global Security:
The term 'Global Security' shall mean with respect to any series of
Securities issued hereunder, a Security which is executed by the Company
and authenticated and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with this
Indenture and any indentures supplemental hereto, or resolution of the
Board of Directors and set forth in an Officers' Certificate, which
shall be registered in the name of the Depositary or its nominee and
which shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, all of the Outstanding Securities of
such series or any portion thereof, in either case having the same
terms, including, without limitation, the same original issue date, date
or dates on which principal is due, and interest rate or method of
determining interest.'
B. Section 301 of the Original Indenture is amended to (i)
redesignate paragraph (12) as paragraph (13) and (ii) add a new paragraph
(12) as follows:
'(12) if the Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities, the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities in definitive
registered form, and the Depositary for such Global Security or Securities;
and'
C. Article Three of the Original Indenture is amended to add a new
Section 311, which reads in its entirety as follows:
SECTION 311. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Sections 201 and 301 that
the Securities of a particular series are to be issued in whole or in
part in the form of one or more Global Securities, then the Company
shall execute and the Trustee or its agent shall, in accordance with
Section 303, authenticate and deliver, such Global Security or
Securities, which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the Outstanding
Securities of such series to be represented by such Global Security or
Securities, or such portion thereof as the Company shall specify in an
Officers' Certificate, (ii) shall be registered in the name of the
Depositary for such Global Security or Securities or its nominee, (iii)
shall be delivered by the Trustee or its agent to the Depositary or
pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: 'Unless and until it is exchanged
in whole or in part for the individual Securities represented hereby,
this Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by
the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary', or such other legend as may then
be required by the Depositary for such Global Security or Securities.
(b) Notwithstanding any other provision of this Section 311 or of
Section 305 to the contrary, and subject to the provisions of paragraph
(c) below, unless the terms of a Global Security expressly permit such
Global Security to be exchanged in whole or in part for definitive
Securities in registered form, a Global Security may be transferred, in
whole but not in part and in the manner provided in Section 305, only by
the Depositary to a nominee of the Depositary for such Global Security,
or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary, or by the Depositary or a nominee of the Depositary
to a successor Depositary for such Global Security selected or approved
by the Company, or to a nominee of such successor Depositary.
(c) (i) If at any time the Depositary for a Global Security or
Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or Securities or if at
any time the Depositary for the Securities for such series shall no
longer be eligible or in good standing under the Securities Exchange Act
of 1934, as amended, or other applicable statute or regulation, the
Company shall appoint a successor Depositary with respect to such Global
Security or Securities. If a successor Depositary for such Global
Security or Securities is not appointed by the Company within 90 days
after the Company
2
<PAGE>
<PAGE>
receives such notice or becomes aware of such ineligibility, the Company
will execute, and the Trustee or its agent, upon receipt of a Company
Order for the authentication and delivery of individual Securities of
such series in exchange for such Global Security, will authenticate and
deliver, individual Securities of such series of like tenor and terms in
definitive form in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security or
Securities.
(ii) The Company may at any time and in its sole discretion
determine that the Securities of any series or portion thereof issued or
issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the
Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of individual Securities of such
series in exchange in whole or in part for such Global Security, will
authenticate and deliver individual Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount
equal to the principal amount of such series or portion thereof in
exchange for such Global Security or Securities.
(iii) If specified by the Company pursuant to Sections 201 and 301
with respect to Securities issued or issuable in the form of a Global
Security, the Depositary for such Global Security may surrender such
Global Security in exchange in whole or in part for individual
Securities of such series of like tenor and terms in definitive form on
such terms as are acceptable to the Company, the Trustee and such
Depositary. Thereupon the Company shall execute, and the Trustee or its
agent upon receipt of a Company Order for the authentication and
delivery of definitive Securities of such series shall authenticate and
deliver, without service charge, (A) to each person specified by such
Depositary a new Security or Securities of the same series of like tenor
and terms and of any authorized denomination as requested by such person
in aggregate principal amount equal to and in exchange for such person's
beneficial interest in the Global Security; and (B) to such Depositary a
new Global Security of like tenor and terms and in an authorized
denomination equal to the difference, if any, between the principal
amount of the surrendered Global Security and the aggregate principal
amount of Securities delivered to Holders thereof.
(iv) In any exchange provided for in any of the preceding three
paragraphs, the Company will execute and the Trustee or its agent will
authenticate and deliver individual Securities in definitive registered
form in authorized denominations. Upon the exchange of the entire
principal amount of a Global Security for individual Securities, such
Global Security shall be canceled by the Trustee or its agent. Except as
provided in the preceding paragraph, Securities issued in exchange for a
Global Security pursuant to this Section shall be registered in such
names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct and indirect
participants or otherwise, shall instruct the Trustee or the Registrar.
The Trustee or the Registrar shall deliver such Securities to the
Persons in whose names such Securities are so registered.'
D. The second paragraph of Section 305 of the Original Indenture is
amended to add the words 'Subject to Section 311,' before the word 'Upon'
in the first sentence of such paragraph.
E. The third paragraph of Section 305 of the Original Indenture is
amended to add the words 'Subject to Section 311,' after the first word
'exchange' in the second sentence of such paragraph.
F. The following paragraph is added at the end of Section 305 of the
Original Indenture:
'None of the Company, the Trustee, any agent of the Trustee, any
paying agent or any Security Registrar will have any responsibility or
liability for any aspect of the records relating to, or payments made on
account of beneficial ownership interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.'
3
<PAGE>
<PAGE>
ARTICLE III
MISCELLANEOUS PROVISIONS
A. The Original Indenture, as amended and modified by this First
Supplemental Indenture, hereby is in all respects ratified, confirmed and
approved.
B. This First Supplemental Indenture shall be construed in connection with
and as part of the Original Indenture.
C. This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
D. The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representation as to the validity or sufficiency of this First
Supplemental Indenture.
E. This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
The Bank of New York hereby accepts the trusts in this First Supplemental
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.
IN WITNESS WHEREOF, WARNER-LAMBERT COMPANY has caused this First
Supplemental Indenture to be duly signed and acknowledged by its Chairman of the
Board, President, any Vice President or its Treasurer thereunto duly authorized,
and the same to be attested by its Secretary or an Assistant Secretary; and THE
BANK OF NEW YORK caused this First Supplemental Indenture to be duly signed and
acknowledged by one of its Assistant Treasurers thereunto duly authorized, and
the same to be attested by one of its Assistant Treasurers.
WARNER-LAMBERT COMPANY
by /s/ WILLIAM S. WOODSON
Name: William S. Woodson
Title: Treasurer
Attest:
/s/ RAE G. PALTIEL
Name: Rae G. Paltiel
Title: Secretary
THE BANK OF NEW YORK
by /s/ NANCY B. GILL
Name: Nancy B. Gill
Title: Assistant Treasurer
Attest:
/s/ MARIE E. TRIMBOLI
Name: Marie E. Trimboli
Title: Assistant Treasurer
4
<PAGE>
<PAGE>
EXHIBIT 5
[LETTERHEAD OF CRAVATH, SWAINE & MOORE]
May 23, 1996
Warner-Lambert Company
Registration Statement on Form S-3
Debt Securities, Debt Warrants, Currency Warrants,
Stock-Index Warrants and Government Securities Warrants
Dear Sirs:
We have acted as counsel for Warner-Lambert Company, a Delaware corporation
(the 'Company'), in connection with the filing by the Company with the
Securities and Exchange Commission (the 'Commission') of a Registration
Statement on Form S-3 (the 'Registration Statement') relating to (i) senior,
unsecured debt securities of the Company (the 'Debt Securities'), (ii) warrants
to purchase Debt Securities (the 'Debt Warrants'), (iii) warrants (the 'Currency
Warrants') to receive from the Company the cash value in U.S. dollars of the
right to purchase and to sell such foreign currencies or units of two or more
foreign currencies as shall be designated by the Company at the time of
offering, (iv) warrants (the 'Stock-Index Warrants') to receive from the Company
an amount in cash determined by reference to decreases or increases in the level
of a specified stock index and (v) warrants (the 'Government Securities
Warrants') to receive from the Company an amount in cash determined by reference
to decreases or increases in the yield or closing price of one or more specified
debt instruments issued by the United States government or the level of a
specified debt instrument index relating to such instruments. The Debt
Securities, Debt Warrants, Currency Warrants, Stock-Index Warrants and
Government Securities Warrants (collectively, the 'Securities') will have an
aggregate initial offering price of up to $500,000,000 or the equivalent thereof
in foreign currencies or units of two or more foreign currencies and will be
offered on a continued or delayed basis pursuant to the provisions of Rule 415
under the Securities Act of 1933, as amended (the 'Act'). The Debt Securities
will be issued under the Indenture (the 'Indenture') dated as of December 1,
1986, as supplemented, between the Company and The Bank of New York, formerly
Irving Trust Company, as Trustee. The Debt Warrants, Currency Warrants,
Stock-Index Warrants and Government Securities Warrants (collectively, the
'Warrants') will be issued under one or more debt warrant agreements, currency
warrant agreements, stock-index warrant agreements and government securities
warrant agreements, respectively (collectively, the 'Warrant Agreements' and
each a 'Warrant Agreement'), each to be entered into between the Company and one
or more institutions as identified in the applicable Warrant Agreement.
In connection with the foregoing, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including the following: (a) the Restated Certificate
of Incorporation of the Company; (b) the By-laws of the Company; (c) the
Indenture; (d) the forms of Warrant Agreements; (e) the form of Underwriting
Agreement; and (f) resolutions of the Board of Directors of the Company.
Based on the foregoing and subject to (i) proposed additional proceedings
being taken as now contemplated prior to the issuance of the Debt Securities
and/or the Warrants, (ii) the due execution and delivery of the Underwriting
Agreement and/or the applicable Warrant Agreement and of any other necessary
agreements and (iii) the effectiveness of the Registration Statement under the
Act, we are of opinion as follows:
<PAGE>
<PAGE>
1. Based solely on a certificate from the Secretary of State of
Delaware, the Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
2. The Debt Securities, when duly authorized, executed, authenticated
and delivered in accordance with the provisions of the Indenture, will be
validly issued and will constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their
terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium, fraudulent transfer and other laws affecting creditors' rights
generally from time to time in effect and to general principles of equity,
including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
3. The Warrants, when duly authorized, executed, countersigned and
delivered in accordance with the applicable Warrant Agreement, will be
validly issued and will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent transfer and other laws affecting creditors' rights generally
from time to time in effect and to general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing, regardless of whether such enforceability is considered in a
proceeding in equity or at law.
We know that we are referred to under the heading 'Legal Opinions' in the
prospectus forming a part of the Registration Statement, and we hereby consent
to such use of our name therein and to the use of this opinion for filing with
the Registration Statement as Exhibit 5 thereto.
Very truly yours,
CRAVATH, SWAINE & MOORE
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950-2693
2
<PAGE>
<PAGE>
EXHIBIT 12
WARNER-LAMBERT COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS YEARS ENDED DECEMBER 31,
ENDED --------------------------------------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
-------------- -------- -------- ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Earnings before income taxes and accounting
changes (less minority interests)......... $356.4 $1,018.6 $ 913.1 $318.5 $858.2 $221.5
Add:
Interest on indebtedness -- excluding
amount capitalized................... 29.2 122.7 93.7 64.2 80.8 58.2
Amortization of debt expense........... .1 .4 .4 .5 .6 .4
Interest factor in rent expense(a)..... 6.7 26.9 26.2 25.4 23.4 22.3
------- -------- -------- ------ ------ ------
Adjusted earnings................. $392.4 $1,168.6 $1,033.4 $408.6 $963.0 $302.4
------- -------- -------- ------ ------ ------
------- -------- -------- ------ ------ ------
Fixed charges:
Interest on indebtedness............... $ 29.2 $ 122.7 $ 93.7 $ 64.2 $ 80.8 $ 58.2
Capitalized interest................... 2.1 10.1 9.4 8.6 8.1 9.4
Amortization of debt expense........... .1 .4 .4 .5 .6 .4
Interest factor in rent expense(a)..... 6.7 26.9 26.2 25.4 23.4 22.3
------- -------- -------- ------ ------ ------
Total fixed charges............... $ 38.1 $ 160.1 $ 129.7 $ 98.7 $112.9 $ 90.3
------- -------- -------- ------ ------ ------
------- -------- -------- ------ ------ ------
Ratio of earnings to fixed charges.......... 10.3 7.3 8.0 4.1(b) 8.5 3.3(c)
------- -------- -------- ------ ------ ------
------- -------- -------- ------ ------ ------
</TABLE>
- ------------
(a) Represents one third of rental expense, which the Company believes is a
reasonable approximation.
(b) The Company's ratio of earnings to fixed charges for 1993 would have been
9.5 excluding the restructuring charge of $525.2 million.
(c) The Company's ratio of earnings to fixed charges for 1991 would have been
9.4 excluding the restructuring charge of $544.0 million.
<PAGE>
<PAGE>
EXHIBIT 23(a)
WARNER-LAMBERT COMPANY AND CONSOLIDATED SUBSIDIARIES
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 22, 1996 which appears on page 41 of Warner-Lambert Company's 1995
Annual Report to Shareholders, which is incorporated by reference in
Warner-Lambert Company's Annual Report on Form 10-K for the year ended December
31, 1995. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 20 of such Annual Report on
Form 10-K. We also consent to the references to us under the heading 'Experts'
in such Prospectus.
PRICE WATERHOUSE LLP
4 Headquarters Plaza North
Morristown, NJ 07962
May 23, 1996
<PAGE>
<PAGE>
EXHIBIT 25
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]
------------------------
THE BANK OF NEW YORK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEW YORK 13-5160382
(STATE OF INCORPORATION IF NOT A U.S. NATIONAL BANK) (I.R.S. EMPLOYER IDENTIFICATION NO.)
48 WALL STREET, NEW YORK, N.Y. 10286
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
------------------------
WARNER-LAMBERT COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 22-1598912
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
201 TABOR ROAD 07950-2693
MORRIS PLAINS, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
------------------------
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
________________________________________________________________________________
<PAGE>
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
<TABLE>
<CAPTION>
NAME ADDRESS
- ------------------------------------------------------------------ ---------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York,
N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29
UNDER THE TRUST INDENTURE ACT OF 1939 (THE 'ACT') AND RULE 24 OF THE
COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
2
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 13th day of May, 1996.
THE BANK OF NEW YORK
By: /s/ ROBERT F. MCINTYRE
.................................
NAME: ROBERT F. MCINTYRE
TITLE: VICE PRESIDENT
<PAGE>
<PAGE>
EXHIBIT 7
TO EXHIBIT 25
OF REGISTRATION STATEMENT
CONSOLIDATED REPORT OF CONDITION OF
THE BANK OF NEW YORK
OF 48 WALL STREET, NEW YORK, N.Y. 10286
AND FOREIGN AND DOMESTIC SUBSIDIARIES,
a member of the Federal Reserve System, at the close of business December 31,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
--------------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............................................. $ 4,500,312
Interest-bearing balances...................................................................... 643,938
Securities:
Held-to-maturity securities.................................................................... 806,221
Available-for-sale securities.................................................................. 2,036,768
Federal funds sold and securities purchased under agreements to resell in domestic offices of the
bank:
Federal funds sold............................................................................. 4,166,720
Securities purchased under agreements to resell................................................ 50,413
Loans and lease financing receivables:
Loans and leases, net of unearned income....................................................... 27,068,535
LESS: Allowance for loan and lease losses...................................................... 520,024
LESS: Allocated transfer risk reserve.......................................................... 1,000
Loans and leases, net of unearned income and allowance, and reserve............................ 26,547,511
Assets held in trading accounts.................................................................... 758,462
Premises and fixed assets (including capitalized leases)........................................... 615,330
Other real estate owned............................................................................ 63,769
Investments in unconsolidated subsidiaries and associated companies................................ 223,174
Customers' liability to this bank on acceptances outstanding....................................... 900,795
Intangible assets.................................................................................. 212,220
Other assets....................................................................................... 1,186,274
--------------
Total assets....................................................................................... $ 42,711,907
--------------
--------------
LIABILITIES
Deposits:
In domestic offices............................................................................ $ 21,248,127
Noninterest-bearing............................................................................ 9,172,079
Interest-bearing............................................................................... 12,076,048
In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................. 9,535,088
Noninterest-bearing............................................................................ 64,417
Interest-bearing............................................................................... 9,470,671
Federal funds purchased and securities sold under agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased........................................................................ 2,095,668
Securities sold under agreements to repurchase................................................. 69,212
Demand notes issued to the U.S. Treasury........................................................... 107,340
Trading liabilities................................................................................ 615,718
Other borrowed money:
With original maturity of one year or less..................................................... 1,638,744
With original maturity of more than one year................................................... 120,863
Bank's liability on acceptances executed and outstanding........................................... 909,527
Subordinated notes and debentures.................................................................. 1,047,860
Other liabilities.................................................................................. 1,836,573
--------------
Total liabilities.................................................................................. 39,224,720
--------------
EQUITY CAPITAL
Common stock....................................................................................... 942,284
Surplus............................................................................................ 525,666
Undivided profits and capital reserves............................................................. 1,995,316
Net unrealized holding gains (losses) on available-for-sale securities............................. 29,668
Cumulative foreign currency translation adjustments................................................ (5,747)
--------------
Total equity capital............................................................................... 3,487,187
--------------
Total liabilities and equity capital............................................................... $ 42,711,907
--------------
--------------
</TABLE>
<PAGE>
<PAGE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
ROBERT E. KEILMAN
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
<TABLE>
<S> <C>
J. CARTER BACOT
THOMAS A. RENYI Directors
ALAN R. GRIFFITH
</TABLE>
<PAGE>
