Pricing Supplement No Euro D197 Dated January 6, 1997 Rule 424(b)(3)
(To Prospectus dated April 5, 1996 and File No. 333-01807
Prospectus Supplement dated April 5, 1996)
This Pricing Supplement consists of page(s)
SALOMON INC
Medium-Term Notes, Series D
(Bearer Notes)
Due More Than Nine Months from Date of Issue
Principal Amount or Face Amount: ITL 5,000,000,000 (Italian Lire)
Issue Price: 88.75%
Proceeds to Company on original issuance: ITL 4,437,500,000
Commission or Discount on original issuance: ITL 562,500,000
Salomon Brothers International Limited's capacity on original issuance:
|X| As agent | | As principal
If as principal
| | The Bearer Notes are being offered at varying prices related
to prevailing market prices at the time of resale.
| | The Bearer Notes are being offered at a fixed initial public
offering price of % of Principal Amount or Face Amount.
Original Issue Date: January 7, 1997
Stated Maturity: January 7, 2002
Specified Currency: ITL (Italian Lire)
(If other than U.S. Dollars)
Authorized Denominations: ITL 1,000,000
(If other than as set forth in the Prospectus Supplement)
Interest Payment Dates: January 7, 2002
Accrue to Pay: | | Yes |X| No
Indexed Principal Note: | | Yes (See Attached) |X| No
Type of Interest on Note: | | Fixed Rate | | Floating Rate |X| Indexed Rate
(See Attached)
Interest Rate (Fixed Rate Notes): N/A
Initial Interest Rate (Floating Rate Notes): N/A
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate
| | LIBOR Telerate | | LIBOR Reuters | | Treasury Rate
| | Treasury Rate Constant Maturity |X| Other (See Attached)
Calculation Agent (If other than Citibank): | | Salomon Brothers
|X| Other (See Attached)
Computation of Interest: |X| 30 over 360 | | Actual over Actual
| | Actual over 360 | | Other (See Attached)
(If other than as set forth in the Prospectus Supplement)
Interest Reset Dates: N/A
Rate Determination Dates: SEE ATTACHED
(If other than as set forth in the Prospectus Supplement)
Index Maturity: N/A
Spread (+/-): N/A
Spread Multiplier: N/A
Change in Spread, Spread Multiplier or Fixed Interest Rate prior to
Stated Maturity: | | Yes (See Attached) |X| No
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Amortizing Note: | | Yes (See Attached) |X| No
Optional Redemption: | | Yes |X| No
Optional Redemption Dates:
Redemption Prices:
Redemption: | | In whole only and not in part | | May be in whole or in part
Optional Repayment: | | Yes |X| No
Optional Repayment Dates:
Optional Repayment Prices:
Discount Note: | | Yes |X| No
Total Amount of OID:
Bond Yield to Call:
Bond Yield to Maturity:
Listed on Luxembourg Stock Exchange: | | Yes |X| No
Common Code: 7159684
ISIN: XS0071596844
Pricing Supplement No. Euro D197 dated January 6, 1997
(to Prospectus Supplement dated April 5, 1996
to Prospectus dated April 5, 1996)
DESCRIPTION OF THE NOTES
General
The description in this Pricing Supplement of the
particular terms of the Bearer Notes offered hereby (the "Notes")
supplements, and to the extent inconsistent therewith replaces,
the descriptions of the general terms and provisions of the
Bearer Notes set forth in the accompanying Prospectus and
Prospectus Supplement, to which descriptions reference is hereby
made. The Notes offered hereby are Indexed Rate Notes, as
described under "Description of Bearer Notes" in the accompanying
Prospectus Supplement, to which description reference is hereby
made.
Risk Factors
The Notes are Indexed Notes. The amount of interest, if
any, that a Holder will receive in respect of the Notes will be
determined by reference to changes in the value of the Standard &
Poor's 500 Index, the Nikkei 225 Index and the FT-SE(R) Eurotrack
200 Index during the period between the Issue Date and Stated
Maturity, as described below under "Interest". As described more
fully below under "Interest", if the arithmetic average of the
published closing prices of the Standard & Poor's 500 Index, the
Nikkei 225 Index or the FT-SE(R) Eurotrack 200 Index on the 7th
of each month during the twelve-month period from February of any
calendar year through January of the succeeding calendar year
during the term of the Notes exceeds a reference level determined
by the Calculation Agent based upon the the implied cash value of
futures on such Index (or, in the case of the FT-SE(R) Eurotrack
200 Index, the closing value of such Index) on the 7th of January
of the earlier calendar year, the amount of interest payable in
respect of the Notes at Stated Maturity will be greater than
zero. If this condition is not satisfied for any such
twelve-month period during the term of the Notes, the amount of
interest payable in respect of the Notes at Stated Maturity shall
be equal to zero. Holders of the Notes should be prepared not to
earn any interest on their principal.
Definitions
"Business Day" means any day, other than a Saturday or a
Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in (i)
New York, New York, (ii) London, England, (iii) Milan, Italy or
(iv) Tokyo, Japan.
The Calculation Agent will be Salomon Brothers
International Limited, which is a wholly-owned subsidiary of
Salomon Inc (the "Company").
<PAGE>
Interest
The amount of interest payable on the Note at Stated
Maturity (the "Indexed Interest Amount") is to be determined by
the Calculation Agent in accordance with the formula set out
below:
IIA = FA times [(10% times SP) plus (50% times N) plus
(40% times E)]; where
"IIA" means the Indexed Interest Amount payable at
Stated Maturity of the Note.
"FA" means the Face Amount of the Note (as stated on
the cover of this Pricing Supplement).
"SP" means SP1 plus SP2 plus SP3 plus SP4 plus SP5;
where
"SP1" means the greater of zero and (SPA1/SPB1)
"SP2" means the greater of zero and (SPA2/SPB2)
"SP3" means the greater of zero and (SPA3/SPB3)
"SP4" means the greater of zero and (SPA4/SPB4)
"SP5" means the greater of zero and (SPA5/SPB5);
where
SPA1 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the S&P 500 Composite
Stock Index (the "S&P 500 Index"), as published by Standard &
Poor's ("S&P"), a Division of the McGraw Hill Companies, Inc., on
the 7th of each month from and including February 1997 through
and including January 1998 (or, if any such date is not a
Business Day, the next succeeding Business Day).
SPA2 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the S&P 500 Index, as
published by S&P, on the 7th of each month from and including
February 1998 through and including January 1999 (or, if any such
date is not a Business Day, the next succeeding Business Day).
SPA3 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the S&P 500 Index, as
published by S&P, on the 7th of each month from and including
February 1999 through and including January 2000 (or, if any such
date is not a Business Day, the next succeeding Business Day).
SPA4 means the arithmetic average, as determined by
the Calculation Agent, of the closing prices of the S&P
500 Index, as published by S&P, on the 7th of each
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<PAGE>
month from and including February 2000 through and including
January 2001 (or, if any such date is not a Business Day, the
next succeeding Business Day).
SPA5 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the S&P 500 Index, as
published by S&P, on the 7th of each month from and including
February 2001 through and including December 2001 and on December
31, 2001 (or, if any such date is not a Business Day, the next
succeeding Business Day).
SPB1 means the implied cash value of S&P 500 Index futures,
as determined by the Calculation Agent based upon the closing
level of S&P 500 Stock Price Index Futures on the Chicago
Mercantile Exchange, on the Issue Date (or, if any such date is
not a Business Day, the next succeeding Business Day).
SPB2 means the implied cash value of S&P 500 Index futures,
as determined by the Calculation Agent based upon the closing
level of S&P 500 Stock Price Index Futures on the Chicago
Mercantile Exchange, on January 7, 1998 (or, if any such date is
not a Business Day, the next succeeding Business Day).
SPB3 means the implied cash value of S&P 500 Index futures,
as determined by the Calculation Agent based upon the closing
level of S&P 500 Stock Price Index Futures on the Chicago
Mercantile Exchange, on January 7, 1999 (or, if any such date is
not a Business Day, the next succeeding Business Day).
SPB4 means the implied cash value of S&P 500 Index futures,
as determined by the Calculation Agent based upon the closing
level of S&P 500 Stock Price Index Futures on the Chicago
Mercantile Exchange, on January 7, 2000 (or, if any such date is
not a Business Day, the next succeeding Business Day).
SPB5 means the means the implied cash value of S&P 500
Index futures, as determined by the Calculation Agent based upon
the closing level of S&P 500 Stock Price Index Futures on the
Chicago Mercantile Exchange, on January 7, 2001 (or, if any such
date is not a Business Day, the next succeeding Business Day).
"N" means N1 plus N2 plus N3 plus N4 plus N5; where
"N1" means the greater of zero and (NA1/NB1)
"N2" means the greater of zero and (NA2/NB2)
"N3" means the greater of zero and (NA3/NB3)
"N4" means the greater of zero and (NA4/NB4)
"N5" means the greater of zero and (NA5/NB5)
where
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<PAGE>
NA1 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the Nikkei 225 Index,
as published by Nihon Keizai Shimbun, Inc. ("NKS"), on the 7th of
each month from and including February 1997 through and including
January 1998 (or, if any such date is not a Business Day, the
next succeeding Business Day).
NA2 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the Nikkei 225 Index,
as published by NKS, on the 7th of each month from and including
February 1998 through and including January 1999 (or, if any such
date is not a Business Day, the next succeeding Business Day).
NA3 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the Nikkei 225 Index,
as published by NKS, on the 7th of each month from and including
February 1999 through and including January 2000 (or, if any such
date is not a Business Day, the next succeeding Business Day).
NA4 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the Nikkei 225 Index,
as published by NKS, on the 7th of each month from and including
February 2000 through and including January 2001 (or, if any such
date is not a Business Day, the next succeeding Business Day).
NA5 means the arithmetic average, as determined by the
Calculation Agent, of the closing prices of the Nikkei 225 Index,
as published by NKS, on the 7th of each month from and including
February 2001 through and including December 2001 and on December
31, 2001 (or, if any such date is not a Business Day, the next
succeeding Business Day).
NB1 means the implied cash value of Nikkei 225 Index
futures, as determined by the Calculation Agent based upon the
closing level of Nikkei 225 Index Futures on the Osaka Stock
Exchange, on the Issue Date (or, if any such date is not a
Business Day, the next succeeding Business Day).
NB2 means the implied cash value of Nikkei 225 Index
futures, as determined by the Calculation Agent based upon the
closing level of Nikkei 225 Index Futures on the Osaka Stock
Exchange, on January 7, 1998 (or, if any such date is not a
Business Day, the next succeeding Business Day).
NB3 means the implied cash value of Nikkei 225 Index
futures, as determined by the Calculation Agent based upon the
closing level of Nikkei 225 Index Futures on the Osaka Stock
Exchange, on January 7, 1999 (or, if any such date is not a
Business Day, the next succeeding Business Day).
NB4 means the implied cash value of Nikkei 225 Index
futures, as determined by the Calculation Agent based upon the
closing level of Nikkei 225 Index Futures on the Osaka Stock
Exchange, on January 7, 2000 (or, if any such date is not a
Business Day, the next succeeding Business Day).
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<PAGE>
NB5 means the implied cash value of Nikkei 225 Index futures, as
determined by the Calculation Agent based upon the closing level
of Nikkei 225 Index Futures on the Osaka Stock Exchange, on
January 7, 2001 (or, if any such date is not a Business Day, the
next succeeding Business Day).
"E" means E1 plus E2 plus E3 plus E4 plus E5; where
"E1" means the greater of zero and (EA1/EB1)
"E2" means the greater of zero and (EA2/EB2)
"E3" means the greater of zero and (EA3/EB3)
"E4" means the greater of zero and (EA4/EB4)
"E5" means the greater of zero and (EA5/EB5)
EA1 means the arithmetic average, as determined by the
Calculation Agent, of the Official Index Closing Prices of the
FT-SE(R) Eurotrack 200 Index, as published by FTSE International
Limited ("FTSE"), on the 7th of each month from and including
February 1997 through and including January 1998 (or, if any such
date is not a Business Day, the next succeeding Business Day).
EA2 means the arithmetic average, as determined by the
Calculation Agent, of the Official Index Closing Prices of the
FT-SE(R) Eurotrack 200 Index, as published by FTSE, on the 7th of
each month from and including February 1998 through and including
January 1999 (or, if any such date is not a Business Day, the
next succeeding Business Day).
EA3 means the arithmetic average, as determined by the
Calculation Agent, of the Official Index Closing Prices of the
FT-SE(R) Eurotrack 200 Index, as published by FTSE, on the 7th of
each month from and including February 1999 through and including
January 2000 (or, if any such date is not a Business Day, the
next succeeding Business Day).
EA4 means the arithmetic average, as determined by the
Calculation Agent, of the Official Index Closing Prices of the
FT-SE(R) Eurotrack 200 Index, as published by FTSE, on the 7th of
each month from and including February 2000 through and including
January 2001 (or, if any such date is not a Business Day, the
next succeeding Business Day).
EA5 means the arithmetic average, as determined by the
Calculation Agent, of the Official Index Closing Prices of the
FT-SE(R) Eurotrack 200 Index, as published by FTSE, on the 7th of
each month from and including February 2001 through and including
December 2001 and on December 31, 2001 (or, if any such date is
not a Business Day, the next succeeding Business Day).
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<PAGE>
EB1 means the Official Index Closing Price of the FT-SE(R)
Eurotrack 200 Index, as published by FTSE, on the Issue Date (or,
if any such date is not a Business Day, the next succeeding
Business Day).
EB2 means the Official Index Closing Price of the FT-SE(R)
Eurotrack 200 Index, as published by FTSE, on January 7, 1998
(or, if any such date is not a Business Day, the next succeeding
Business Day).
EB3 means the Official Index Closing Price of the FT-SE(R)
Eurotrack 200 Index, as published by FTSE, on January 7, 1999
(or, if any such date is not a Business Day, the next succeeding
Business Day).
EB4 means the Official Index Closing Price of the FT-SE(R)
Eurotrack 200 Index, as published by FTSE, on January 7, 2000
(or, if any such date is not a Business Day, the next succeeding
Business Day).
EB5 means the Official Index Closing Price of the FT-SE(R)
Eurotrack 200 Index, as published by FTSE, on January 7, 2001
(or, if any such date is not a Business Day, the next succeeding
Business Day).
If S&P discontinues publication of the S&P 500 Index and
publishes a successor or substitute index that the Company
determines, in its sole discretion, to be comparable to the S&P
500 Index (any such successor or substitute index being
hereinafter referred to as a "Successor S&P Index"), then the
Indexed Interest Amount of the Notes shall be determined by the
Calculation Agent, on behalf of the Company, based on such
Successor S&P Index. In the event that the S&P 500 Index or any
Successor S&P Index ceases publication, the Calculation Agent, in
its sole discretion, on behalf of the Company shall calculate the
Indexed Interest Amount based on the formula and method used in
calculating the S&P 500 Index as of the Issue Date of the Notes
using the closing values of appropriate securities on the New
York Stock Exchange (the "NYSE"), chosen in its discretion.
If NKS discontinues publication of the Nikkei 225 Index and
publishes a successor or substitute index that the Company
determines, in its sole discretion, to be comparable to the
Nikkei 225 Index (any such successor or substitute index being
hereinafter referred to as a "Successor Nikkei Index"), then the
Indexed Interest Amount of the Notes shall be determined by the
Calculation Agent, on behalf of the Company, based on such
Successor Nikkei Index. In the event that the Nikkei 225 Index or
any Successor Nikkei Index ceases publication, the Calculation
Agent, in its sole discretion, on behalf of the Company shall
calculate the Indexed Interest Amount based on the formula and
method used in calculating the Nikkei 225 Index as of the Issue
Date of the Notes using the closing values of appropriate
securities on the Tokyo Stock Exchange (the "TSE"), chosen in its
discretion.
If FTSE discontinues publication of the FT-SE(R) Eurotrack
200 Index and publishes a successor or substitute index that the
Company determines, in its sole discretion, to be comparable to the
FT-SE(R) Eurotrack 200 Index (any such successor or substitute index
being hereinafter referred to as a "Successor Eurotrack 200 Index"),
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<PAGE>
then the Indexed Interest Amount of the Notes shall be determined
by the Calculation Agent, on behalf of the Company, based on such
Successor Eurotrack 200 Index. In the event that the FT-SE(R)
Eurotrack 200 Index or any Successor Eurotrack 200 Index ceases
publication, the Calculation Agent, in its sole discretion, on
behalf of the Company shall calculate the Indexed Interest Amount
based on the formula and method used in calculating the FT-SE(R)
Eurotrack 200 Index as of the Issue Date of the Notes using the
closing values of appropriate securities traded on the London
Stock Exchange, SEAQ and SEAQ International, chosen in its
discretion.
Neither the Calculation Agent nor the Company will have any
responsibility for errors or omissions in making such
calculations or determinations. The Calculation Agent shall not
be an agent of the Holders of Notes, and its calculations and
determinations hereunder shall (except in the case of manifest
error) be final and binding on the Company and such Holders. The
Company shall not bear any liability for any mistake,
misstatement or misquotation of (i) the S&P 500 Index or any
Successor S&P Index by S&P or any other publisher thereof, or
(ii) the Nikkei 225 Index or any Successor Nikkei Index by NKS or
any other publisher thereof, or (iii) the FT-SE(R) Eurotrack 200
Index or any Successor Eurotrack 200 Index by FTSE or any other
publisher thereof.
Payment Date
The Stated Maturity of the Notes is January 7, 2002. If
Stated Maturity would otherwise be a day that is not a Business
Day, Stated Maturity shall be postponed to the next succeeding
Business Day, except that, if such Business Day is in the next
succeeding calendar month, Stated Maturity shall be the
immediately preceding Business Day.
DESCRIPTION OF THE S&P 500 INDEX
Unless otherwise stated, all information herein relating to
the S&P 500 Index has been derived from publicly-available
material prepared by S&P. Such information reflects the policies
of S&P and is subject to change at the discretion of S&P.
The S&P 500 Index is published by S&P and is intended to
provide a performance benchmark for the U.S. equity markets. The
calculation of the value of the S&P 500 Index (discussed below in
further detail) is based on the relative value of the aggregate
Market Value (as defined below) of the common stocks of 500
companies (the "Component Stocks") as of a particular time as
compared to the aggregate average Market Value of the common
stocks of 500 similar companies during the base period of the
years 1941 through 1943. The "Market Value" of any Component
Stock is the product of the market price per share and the number
of the then outstanding shares of such Component Stock. The 500
companies are not the 500 largest companies listed on the NYSE
and not all 500 companies are listed on such exchange. S&P
chooses companies for inclusion in the S&P 500 Index with an
aim of achieving a distribution by broad industry groupings
that approximates the distribution of these groupings in the
common stock population of the U.S. equity market. S&P may
from time to time, in its sole discretion, add companies
to, or delete companies from, the S&P 500 Index to
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<PAGE>
achieve the objectives stated above. Relevant criteria employed
by S&P include the viability of the particular company, the
extent to which that company represents the industry group to
which it is assigned, the extent to which the company's common
stock is widely held and the Market Value and trading activity of
the common stock of that company.
The S&P 500 Index is calculated using a base-weighted
aggregate methodology: the level of the Index reflects the total
Market Value of all 500 Component Stocks relative to the S&P 500
Index's base period of 1941-43 (the "Base Period"). An indexed
number is used to represent the results of this calculation in
order to make the value easier to work with and track over time.
The actual total Market Value of the Component Stocks
during the Base Period has been set equal to an indexed value of
10. This is often indicated by the notation 1941-43=10. In
practice, the daily calculation of the S&P 500 Index is computed
by dividing the total Market Value of the Component Stocks by a
number called the Index Divisor. By itself, the Index Divisor is
an arbitrary number. However, in the context of the calculation
of the S&P 500 Index, it is the only link to the original base
period value of the Index. The Index Divisor keeps the Index
comparable over time and is the manipulation point for all
adjustments to the S&P 500 Index ("Index Maintenance"). Index
Maintenance includes monitoring and completing the adjustments
for company additions and deletions, share changes, stock splits,
stock dividends, and stock price adjustments due to company
restructurings or spin-offs.
To prevent the value of the Index from changing due to
corporate actions, all corporate actions which affect the total
Market Value of the Index require an Index Divisor adjustment. By
adjusting the Index Divisor for the change in total Market Value,
the value of the S&P 500 Index remains constant. This helps
maintain the value of the Index as an accurate barometer of stock
market performance and ensures that the movement of the Index
does not reflect the corporate actions of individual companies in
the Index. All Index Divisor adjustments are made after the close
of trading and after the calculation of the closing value of the
S&P 500 Index. Some corporate actions, such as stock splits and
stock dividends, require simple changes in the common shares
outstanding and the stock prices of the companies in the Index
and do not require Index Divisor adjustments.
The table below summarizes the types of S&P 500 Index
maintenance adjustments and indicates whether or not an Index
Divisor adjustment is required.
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Divisor
Type of Corporate Adjustment
Action Adjustment Factor Required
- ----------------- ----------------- ----------
Stock split Shares Outstanding multiplied by 2; No
(i.e. 2x1) Stock Price divided by 2
Share issuance Shares Outstanding plus newly issued Yes
(i.e. Change > Shares
5%)
Share repurchase Shares Outstanding minus Repurchased Yes
(i.e. Change > Shares
5%)
Special cash Share Price minus Special Dividend Yes
dividends
Company change Add new company Market Value Minus Yes
old company Market Value
Rights offering Price of parent company minus Yes
Price of Rights
---------------
Right Ratio
Spin-Offs Price of parent company minus Yes
Price of Spin-Off Co.
---------------------
Share Exchange Ratio
Stock splits and stock dividends do not affect the Index
Divisor of the S&P 500 Index, because following a split or
dividend both the stock price and number of shares outstanding
are adjusted by S&P so that there is no change in the Market
Value of the Component Stock. All stock split and dividend
adjustments are made after the close of trading on the day
before the ex-date.
Each of the corporate events exemplified in the table
requiring an adjustment to the Index Divisor has the effect of
altering the Market Value of the Component Stock and consequently
of altering the aggregate Market Value of the Component Stocks
(the "Post-Event Aggregate Market Value"). In order that the
level of the Index (the "Pre-Event Index Value") not be affected
by the altered Market Value (whether increase or decrease) of the
affected Component Stock, a new Index Divisor ("New Divisor") is
derived as follows:
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Post-Event Aggregate Market = Pre-Event Index Value
Value
---------------------------
New Divisor
New Divisor = Post-Event Aggregate Market
Value
---------------------------
Pre-Event Index Value
A large part of the S&P 500 Index maintenance process
involves tracking the changes in the number of shares outstanding
of each of the S&P 500 Index companies. Four times a year, on a
Friday shortly prior to the end of each calendar quarter, the
share totals of companies in the Index are updated as required by
any changes in the number of shares outstanding. After the totals
are updated the Index Divisor is adjusted to compensate for the
net change in the total Market Value of the Index. In addition,
any changes over 5% in the current common shares outstanding for
the S&P 500 Index companies are carefully reviewed on a weekly
basis, and when appropriate, an immediate adjustment is made to
the Index Divisor.
None of the Company, the Calculation Agent, the Trustee
under the Senior Debt Indenture or the Agent accepts any
responsibility for the calculation, maintenance or publication of
the S&P 500 Index or any Successor S&P Index or substitute index.
License Agreement
S&P and Salomon Brothers Inc (an affiliate of the Company)
have entered into a non-exclusive license agreement providing for
the license to Salomon Brothers Inc, and any of its affiliated or
subsidiary companies (including the Company), in exchange for a
fee, of the right to use the S&P 500 Index, which is owned and
published by S&P, in connection with certain securities.
including the Notes.
The license agreement between S&P and Salomon Brothers Inc
provides that the following language must be set forth in this
Pricing Supplement:
The Notes are not sponsored, endorsed, sold or
promoted by S&P. S&P makes no representation or
warranty, express or implied, to the holders of the
Notes or any member of the public regarding the
advisability of investing in securities generally or
in the Notes particularly or the ability of the S&P
500 Index to track general stock market performance.
S&P's only relationship to the Company with respect to
the Notes is the licensing of certain trademarks and
trade names of S&P and of the S&P 500 Index, which is
determined, composed and calculated by S&P without
regard to the Company or the Notes. S&P has no
obligation to take the needs of the Company or the
holders of the Notes into consideration in
determining, composing or calculating the S&P 500
Index. S&P is not responsible for and has not
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participated in the determination of the timing of,
prices at, or quantities of the Notes to be issued or
in the determination or calculation of the equation by
which the Notes are to be converted into cash. S&P has
no obligation or liability in connection with the
administration, marketing or trading of the Notes.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE
COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED
THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY
ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P MAKES
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE COMPANY, HOLDERS OF THE NOTES OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P
HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT
OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS).
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &
Poor's 500," and "500" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by the Company.
Historical Information
The following table sets forth the high and low daily
closing levels, as well as end-of-quarter closing levels, of the
S&P 500 Index for each quarter in the period from January 1, 1992
through December 31, 1996. The historical values of the S&P 500
Index should not be taken as an indication of future performance.
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Daily Closing Levels
-------------------------
High Low Period
End
---- --- ------
1992:
1st Quarter 420.77 403.00 403.69
2nd Quarter 418.49 394.50 408.14
3rd Quarter 425.27 409.16 417.80
4th Quarter 441.28 402.66 435.71
1993:
1st Quarter 456.34 429.05 451.67
2nd Quarter 453.85 433.54 450.53
3rd Quarter 463.56 441.43 458.93
4th Quarter 470.94 457.48 466.45
1994:
1st Quarter 482.00 445.55 445.76
2nd Quarter 462.37 438.92 444.27
3rd Quarter 476.07 446.13 462.71
4th Quarter 473.77 445.45 459.27
1995:
1st Quarter 503.90 459.11 500.71
2nd Quarter 551.07 501.85 544.75
3rd Quarter 586.77 547.09 584.41
4th Quarter 621.69 576.72 615.93
1996:
1st Quarter 661.45 598.48 645.43
2nd Quarter 678.51 631.18 669.12
3rd Quarter 687.33 626.65 687.33
4th Quarter 757.03 689.08 740.74
The closing level of the S&P 500 Index on December 31, 1996
was 740.74.
Since its inception, the S&P 500 Index has experienced
significant daily price fluctuations. Any historical upward or
downward trend in the closing level of the S&P 500 Index during
any period set forth above is not any indication that the S&P 500
Index is more or less likely to increase or decline at any time
during the term of the Notes.
DESCRIPTION OF NIKKEI 225 INDEX
Unless otherwise stated, all information herein
relating to the Nikkei 225 Index has been derived from the
Stock Market Indices Data Bank published by NKS and
12
<PAGE>
other publicly-available sources. Such information reflects
the policies of NKS and is subject to change at the discretion
of NKS.
The Nikkei 225 Index is a stock index calculated, published
and disseminated by NKS that measures the composite price
performance of selected Japanese stocks. The Nikkei 225 Index is
currently based on 225 highly capitalized underlying stocks
trading on the TSE representing a broad cross-section of Japanese
industries. (See Appendix A hereto for a list of the 225
underlying stocks as of September 1, 1996.) All 225 underlying
stocks are stocks listed in the First Section of the TSE. Stocks
listed in the First Section are among the most actively traded
stocks on the TSE.
The Nikkei 225 Index is a modified, price-weighted index
(i.e., an underlying stock's weight in the index is based on its
price per share rather than the total market capitalization of
the issuer) which is calculated by (i) multiplying the per share
price of each underlying stock by the corresponding weighting
factor for such underlying stock (a "Weight Factor"), (ii)
calculating the sum of all these products and (iii) dividing such
sum by a divisor (the "Divisor"). The Divisor, initially set in
1949 at 225, was 9.952 as of September 1, 1996 and is subject to
periodic adjustments as set forth below. Each Weight Factor is
computed by dividing yen 50 by the par value of the relevant
underlying stock, so that the share price of each underlying
stock when multiplied by its Weight Factor corresponds to a share
price based on a uniform par value of yen 50. The stock prices
used in the calculation of the Nikkei 225 Index are those
reported by a primary market for the underlying stocks (currently
the TSE). The level of the Nikkei 225 Index is calculated once
per minute during TSE trading hours.
In order to maintain continuity in the level of the Nikkei
225 Index in the event of certain changes due to non-market
factors affecting the underlying stocks, such as the addition or
deletion of stocks, substitution of stocks, stock dividends,
stock splits or distributions of assets to stockholders, the
Divisor used in calculating the Nikkei 225 Index is adjusted in a
manner designed to prevent any instantaneous change or
discontinuity in the level of the Nikkei 225 Index. Thereafter,
the Divisor remains at the new value until a further adjustment
is necessary as the result of another change. As a result of such
change affecting any underlying stock, the divisor is adjusted in
such a way that the sum of all share prices immediately after
such change multiplied by the applicable Weight Factor and
divided by the new Divisor (i.e., the level of the Nikkei 225
Index immediately after such change) will equal the level of the
Nikkei 225 Index immediately prior to the change.
Underlying stocks may be deleted or added by NKS. Any stock
becoming ineligible for listing in the First Section of the TSE
due to any of the following reasons will be deleted from the
underlying stocks: (i) bankruptcy of the issuer, (ii) merger of
the issuer with, or acquisition of the issuer by, another
company, (iii) delisting of such stock, (iv) transfer of such
stock to the "Seiri-Post" because of excess debt of the issuer
or because of any other reason or (v) transfer of such stock to
the Second Section. Upon deletion of a stock from the underlying
stocks, NKS will select a suitable replacement for such deleted
underlying stock in accordance with certain criteria. In an
exceptional case, a newly listed stock in the First Section of
the TSE that is recognized
13
<PAGE>
by NKS to be representative of a market may be added to the
underlying stocks. In such a case, an existing underlying stock
with low trading volume and not representative of a market will
be deleted by NKS.
NKS is under no obligation to continue the calculation and
dissemination of the Nikkei 225 Index. The Notes are not
sponsored, endorsed, sold or promoted by NKS. No inference should
be drawn from the information contained in this Pricing
Supplement that NKS makes any representation or warranty, implied
or express, to the Company, the Holders or any member of the
public regarding the advisability of investing in securities
generally or in the Notes in particular or the ability of the
Nikkei 225 Index to track general stock market performance. NKS
has no obligation to take the needs of the Company or the Notes
into consideration in determining, composing or calculating the
Nikkei 225 Index. NKS is not responsible for, and has not
participated in the determination of, the timing of, prices for,
or quantities of, the Notes to be issued or in the determination
or calculation of the equation by which the Indexed Interest
Amount payable with respect to the Notes is set. NKS has no
obligation or liability in connection with the administration,
marketing or trading of the Notes.
The use of and references to the Nikkei 225 Index in
connection with the Notes has been consented to by NKS, the
publisher of the Nikkei 225 Index.
None of the Company, the Calculation Agent, the Trustee
under the Senior Debt Indenture or the Agent accepts any
responsibility for the calculation, maintenance or publication of
the Nikkei 225 Index or any Successor Nikkei Index or substitute
index. NKS disclaims all responsibility for any errors or
omissions in the calculation and dissemination of the Nikkei 225
Index or the manner in which such index is applied in determining
the Indexed Interest Amount.
Historical Data on Nikkei 225 Index
NKS first calculated and published the Nikkei 225 Index in
1970. The following table sets forth the highest and lowest daily
closing level of the period from January 1, 1992 through December
31, 1996, as well as the closing level of the Nikkei 225 Index as
of the end of each such quarter or partial quarter. The
historical values of the Nikkei 225 Index should not be taken as
an indication of future performance.
14
<PAGE>
Daily Closing Levels
---------------------------------
Highest Lowest Closing
Level Level Level
--------- --------- ---------
1992:
1st Quarter 23,801.18 19,345.95 19,345.95
2nd Quarter 18,804.60 15,741.27 15,951.73
3rd Quarter 18,908.47 14,309.41 17,399.08
4th Quarter 17,690.67 15,993.48 16,924.95
1993:
1st Quarter 19,048.38 16,287.45 18,591.45
2nd Quarter 21,076.00 19,099.09 19,590.00
3rd Quarter 21,148.11 19,621.46 20,105.71
4th Quarter 20,500.25 16,078.71 17,417.24
1994:
1st Quarter 20,677.77 17,369.74 19,111.92
2nd Quarter 21,552.81 19,122.22 20,643.93
3rd Quarter 20,862.77 19,468.89 19,563.81
4th Quarter 20,148.83 18,666.93 19,723.06
1995:
1st Quarter 19,684.04 15,749.77 16,139.95
2nd Quarter 17,103.69 14,507.17 14,517.40
3rd Quarter 18,847.89 14,295.90 17,913.06
4th Quarter 20,023.52 17,337.19 19,868.15
1996:
1st Quarter 21,406.85 19,734.70 21,406.85
2nd Quarter 22,666.70 21,171.82 22,530.75
3rd Quarter 22,455.49 20,107.11 21,556.40
4th Quarter 21,612.30 19161.71 19361.35
The closing level of the Nikkei 225 Index on December 31,
1996 was 19,361.35.
Since its inception, the Nikkei 225 Index has experienced
significant daily price fluctuations. Any historical upward or
downward trend in the closing level of the Nikkei 225 Index
during any period set forth above is not any indication that the
Nikkei 225 Index is more or less likely to increase or decline at
any time during the term of the Notes.
The Tokyo Stock Exchange
The Tokyo Stock Exchange is one of the world's largest
securities exchanges in terms of market capitalization. The TSE is
a two-way, continuous, pure auction market. Trading hours are
currently from 9:00 A.M. to 11:00 A.M. and from 12:30 P.M. to 3:00
P.M., Tokyo time, Monday through Friday.
15
<PAGE>
Due to the time zone difference, on any normal trading day
the TSE will close prior to the opening of business in New York City
on the same calendar day. Therefore, the closing level of the
Nikkei 225 Index on such trading day will generally be available
in the United States by the opening of business on the same
calendar day.
The TSE has adopted certain measures intended to prevent
any extreme short-term price fluctuations resulting from order
imbalances. These include daily price floors and ceilings
intended to prevent extreme fluctuations in individual stock
prices. In general, any stocks listed on the TSE cannot be traded
at a price outside of these limits which are stated in absolute
Japanese yen, and not percentage, limits from the closing price
of the stock on the previous day. In addition, when there is a
major order imbalance in a listed stock, the TSE posts a "special
bid quote" or a "special asked quote" for that stock at a
specified higher or lower price level than the stock's last sale
price in order to solicit counter orders and balance supply and
demand for stock. Investors should also be aware that the TSE may
suspend the trading of individual stocks in certain limited and
extraordinary circumstances including, for example, unusual
trading activity in that stock. As a result, variations in the
Nikkei 225 Index may be limited by price limitations, or by
suspension of trading, on individual stocks which comprise the
Nikkei 225 Index which may, in turn, adversely affect the value
of the Notes under certain circumstances.
DESCRIPTION OF FT-SE(R) EUROTRACK 200 INDEX
Unless otherwise stated, all information herein relating to
the FT-SE(R) Eurotrack 200 Index, the FT-SE(R) 100 Share Index
and the FT-SE(R) Eurotrack 100 Index and has been derived from
publications of FTSE, the London Stock Exchange Limited (the
"Exchange") and other publicly-available sources. Such
information reflects the policies of FTSE and the Exchange and is
subject to change at the discretion of FTSE or the Exchange.
The FT-SE(R) Eurotrack 200 Index is a stock index
regulated, supervised and distributed by the Exchange that
measures the composite price performance of 200 European stocks.
The FT-SE(R) Eurotrack 200 Index combines in a single index the
stocks of 100 United Kingdom issuers comprising the FT-SE(R) 100
Share Index and the stocks of 100 non-United Kingdom issuers
comprising the FT-SE(R) Eurotrack 100 Index, each of which is
described below. (See Appendix B hereto for a list of the 200
issuers of the underlying stocks of the FT-SE(R) Eurotrack 200
Index as of September 1, 1996.) The qualifications for inclusion
of securities in the FT-SE(R) Eurotrack 200 Index, insertions and
deletions of underlying stocks, operational changes to the
underlying stocks and adjustments to the capitalization weighting
of the underlying stocks are governed by the procedures
established with respect to the FT-SE(R) 100 Share Index and the
FT-SE(R) Eurotrack 100 Index. The FT-SE(R) Eurotrack 200 Index
was first published in February 1991 (with a base date of
February 25, 1991) and is reported by the Financial Times and
other media.
The value of the FT-SE(R) Eurotrack 200 Index is calculated
at any particular time by combining the products of the
respective changes in the market capitalization of the
16
<PAGE>
underlying stocks of the FT-SE(R) Eurotrack 100 Index and the
FT-SE(R) 100 Share Index during a prescribed time period and
multiplying the result by a base value. In performing this
calculation, the underlying stocks of the FT-SE(R) Eurotrack 100
are given the weightings used in the calculation of such index
and the underlying stocks of the FT-SE(R) 100 Share Index are
weighted using a "Weighting Restraint Factor" calculated so as to
assign to the underlying stocks in the FT-SE(R) 100 Share Index a
weight corresponding to the market capitalization of United
Kingdom stocks listed on the Exchange to all other European
stocks with firm quotes on SEAQ or SEAQ International. The
FT-SE(R) Eurotrack 200 Index currently is updated every minute
between 10:00 A.M. and 3:30 P.M., London time, with the Official
Index Closing Price normally set at 3:30 P.M., London time.
On January 1, 1997, the Weighting Restraint Factor was
0.70909. The Weighting Restraint Factor is subject to the regular
quarterly review by the Index Administration Committee. Based
upon the Index Administration Committee's report, the FT-SE(R)
Eurotrack 200 Index Steering Sub-Committee determines what action
should be taken in consequence of the outcome of the quarterly
review of weightings. The Index Administration Committee may,
under exceptional circumstances, carry out a review of the
Weighting Restraint Factor between quarterly reviews and report
the outcome of the review to the FT-SE(R) Eurotrack 200 Index
Steering Sub-Committee.
FT-SE(R) 100 Share Index
The FT-SE(R) 100 Share Index is a stock index regulated and
supervised by the Exchange and published, operated and
distributed by FTSE that is intended to measure the composite
price performance of the underlying stocks, which generally
consist of the stocks of the largest 100 United Kingdom companies
(determined on the basis of market capitalization) traded on the
Exchange. A company's market capitalization is calculated by
multiplying the number of shares outstanding by the company's
current share price. The FT-SE(R) 100 Share Index was first
published on January 3, 1984 (with a base date of December 30,
1983) and is widely reported by newspapers (including The Wall
Street Journal and the Financial Times) and other media. The
underlying stocks represent a broad cross-section of United
Kingdom industry and are among the most actively traded stocks on
the Exchange.
The value of the FT-SE(R) 100 Share Index is calculated at
any particular time by multiplying the change in the market
capitalization of the underlying stocks during a prescribed time
period by a base value. The FT-SE(R) 100 Share Index currently is
updated every minute between 8:30 A.M. and 4:30 P.M., London
time.
The FT-SE(R) 100 Share Index is a capital-weighted index
(i.e., an underlying stock's weight in the index is based on the
total market capitalization of the issuer, rather than on its
price per share). Accordingly, a 5 percent price change in the
first ranked underlying stock has a greater effect on the
FT-SE(R) 100 Share Index than a 5 percent price change in the
100th ranked underlying stock. The base value of the index is
recalculated to compensate for replacements of the underlying
stocks or changes in the outstanding share capital of their
issuers that result, for example, from rights issues or new stock
issuances.
17
<PAGE>
Each calendar quarter, the FTSE Actuaries UK Indicies Com-
mittee undertakes a review of the underlying stocks and determines
whether it is necessary to add or delete securities from the
FT-SE(R) 100 Share Index based on the current market
capitalization of their issuers. To maintain continuity, however,
an underlying stock will only be deleted if (i) the market
capitalization of the issuer of such stock has fallen to 111th
place or below, or (ii) the market capitalization of the issuer
of such stock has fallen to below 101st place, but above 111th
place, in which case such stock shall be deleted only if it is
necessary to create a place in the index for the stock of an
issuer that is not included in the index at such time but whose
market capitalization has risen to 90th place or better. A new
underlying stock will be added if (i) the market capitalization
of the issuer of such stock has risen to 90th place or better or
(ii) it is necessary to replace the stock of an issuer whose
market capitalization has fallen to 111th place or below, in
which case stocks of issuers not included in the index at such
time will be added as necessary in the order of their market
capitalization, up to the issuer then in 91st place. The six
highest placed stocks not included in the index comprise a
replacement list to be used in the event that one or more
underlying stocks may be deleted from the index during the period
between quarterly reviews. Such a deletion will result upon the
delisting of an underlying stock, and may result upon a merger or
takeover of its issuer or a suspension of trading in such stock.
A new issue may be added to the index if, in the view of the FTSE
Actuaries UK Indicies Committee, such new issue is so large that
the effectiveness of the index as a market indicator would be
significantly and adversely affected by its omission. In such a
case, the underlying stock of the issuer with the lowest market
capitalization would generally be removed, though the timing of
the inclusion of any such new issue and the decision as to which
underlying stock it shall replace are at the discretion of the
FTSE Actuaries UK Indicies Committee.
The performance of the FT-SE(R) 100 Share Index varies
somewhat from other stock indices, such as the Financial Times
All-Share Index published by The Financial Times Limited (the
"FTL"), that measure the performance of a greater number of
stocks listed on the Exchange. Such performance differences
reflect a number of complex factors including, among other
things, the relatively greater volatility of the stocks of
smaller companies that are not included among the underlying
stocks and the greater sensitivity of the FT-SE(R) 100 Share
Index to the performance of industries, such as the petroleum
industry, that tend to be represented by larger companies.
FT-SE(R) Eurotrack 100 Index
The FT-SE(R) Eurotrack 100 Index is a stock index regulated
and supervised by the Exchange and published, operated and
distributed by FTSE that is intended to measure the composite
price performance of the underlying stocks, which generally
consist of the stocks of the largest companies (determined on the
basis of market capitalization) in each of the European countries
included in the index for which firm quotes exist on SEAQ or SEAQ
International. Stocks of United Kingdom issuers are not included.
The market capitalization of the issuer of any underlying stock
must represent at least 0.125% of the market capitalization of
all European issuers with firm quotes on SEAQ or SEAQ
International. The number of issuers from each eligible
18
<PAGE>
European country to be included among the 100 issuers of the
underlying stocks is determined so as to have a high correlation
with and track closely the major benchmark indices for
Continental Europe, particularly the FT-AWI Europe excluding-UK
Index. A company's market capitalization is calculated by
multiplying the number of shares outstanding by the company's
current firm quote price on SEAQ or SEAQ International. The
FT-SE(R) Eurotrack 100 Index was first published in November 1990
(with a base date of October 29, 1990) and is reported by the
Financial Times and other media.
The value of the FT-SE(R) Eurotrack 100 Index is calculated
at any particular time by multiplying the change in the market
capitalization of the underlying stocks during a prescribed time
period by a base value. The FT-SE(R) Eurotrack 100 Index
currently is updated every minute between 10:00 A.M. and 3:30
P.M., London time, with the Official Index Closing Price normally
set at 3:30 P.M., London time.
The FT-SE(R) Eurotrack 100 Index is a capital-weighted
index (i.e., an underlying stock's weight in the index is based
on the total market capitalization of the issuer, rather than on
its price per share). Accordingly, a 5 percent price change in
the first ranked underlying stock has a greater effect on the
FT-SE(R) Eurotrack 100 Index than a 5 percent price change in the
100th ranked underlying stock. The base value of the index is
recalculated to compensate for replacements of the underlying
stocks or changes in the outstanding share capital of their
issuers that result, for example, from rights issues or new stock
issuances.
Each calendar quarter, an Index Administration Committee of
the Exchange undertakes a review of the underlying stocks and
reports to the Index Steering Committee, which then determines
whether it is necessary to add or delete securities from the
FT-SE(R) Eurotrack 100 Index based on the current market
capitalization of their issuers. To maintain continuity, however,
an underlying stock will only be deleted if (i) the market
capitalization of the issuer of such stock has fallen to 111th
place or below, or (ii) the market capitalization of the issuer
of such stock has fallen to below 101st place, but above 111th
place, in which case such stock shall be deleted only if it is
necessary to create a place in the index for the stock of an
issuer that is not included in the index at such time but whose
market capitalization has risen to 90th place or better. A new
underlying stock will be added if (i) the market capitalization
of the issuer of such stock has risen to 90th place or better or
(ii) it is necessary to replace the stock of an issuer whose
market capitalization has fallen to 111th place or below, in
which case stocks of issuers not included in the index at such
time will be added as necessary in the order of their market
capitalization, up to the issuer then in 91st place. The highest
placed stocks not included in the index comprise a replacement
list to be used in the event that one or more underlying stocks
may be deleted from the index during the period between quarterly
reviews. Such a deletion will result upon the quote of an
underlying stock on SEAQ or SEAQ International becoming
indicative rather than firm, and may result upon a merger or
takeover of its issuer or a suspension of trading in such stock.
A stock having obtained a firm quote on SEAQ or SEAQ International
for the first time may be added to the index if the market
capitalization of the issuer of such stock represents 1.5% or more of
the index's aggregate market capitalization at such time. In such a
case, the underlying stock of the issuer with the lowest market
19
<PAGE>
capitalization would generally be removed, though the timing of
the inclusion of any such new issue and the decision as to which
underlying stock it shall replace are at the discretion of the
Index Screening Committee.
FTSE is under no obligation to continue the calculation and
dissemination of the FT-SE(R) Eurotrack 200 Index, the FT-SE(R)
Eurotrack 100 Index or the FT-SE(R) 100 Share Index. The Notes
are not in any way sponsored, endorsed, sold or promoted by FTSE
or by the London Stock Exchange Limited (the "Exchange") or by
the Financial Times Ltd. (the "FTL") and neither FTSE nor the
Exchange nor the FTL makes any warranty or representation
whatsoever, expressly or impliedly, either as to the results to
be obtained from the use of the FT-SE(R) Eurotrack 200 Index
and/or the figure at which the FT-SE(R) Eurotrack 200 Index
stands on any particular day or otherwise. The FT-SE(R) Eurotrack
200 Index is compiled and calculated solely by FTSE. However,
neither FTSE nor the Exchange nor the FTL shall be liable
(whether in negligence or otherwise) to any person for any error
in the FT-SE(R) Eurotrack 200 Index and neither FTSE nor the
Exchange nor the FTL shall be under any obligation to advise any
person, including a purchaser or vendor of any of the Notes, of
any error therein. FTSE has no obligation to take the needs of
the Company or holders of the Notes into consideration in
determining, composing or calculating the FT-SE(R) Eurotrack 200
Index. FTSE is not responsible for, and has not participated in
the determination of the timing of, prices for, or quantities of,
the Notes to be issued or in the determination or calculation of
the equation by which the Indexed Interest Amount payable with
respect to the Notes is set. FTSE has no obligation or liability
in connection with the administration, marketing or trading of
the Notes.
"FTSE(R)" is a registered trade mark of The London Stock
Exchange Limited and the Financial Times Limited and are used by
FTSE International Limited under license.
None of the Company, the Calculation Agent, the Trustee
under the Senior Debt Indenture or the Agent accepts any
responsibility for the calculation, maintenance or publication of
the FT-SE(R) Eurotrack 200 Index or any Successor Eurotrack 200
Index. FTSE disclaims all responsibility for any errors or
omissions in the calculation and dissemination of the FT-SE(R)
Eurotrack 200 Index or the manner in which such index is applied
in determining any Indexed Interest Amount payable with respect
to the Notes.
Historical Data on FT-SE(R) Eurotrack 200
The International Stock Exchange first calculated and
published the FT-SE(R) Eurotrack 200 Index in February 1991. The
following table sets forth the highest and lowest daily closing
level of the period from October 1, 1991 through December 31,
1996, as well as the closing level of the FT-SE(R) Eurotrack 200
Index as of the end of each such quarter or partial quarter. The
historical values of the FT-SE(R) Eurotrack 200 Index should not
be taken as an indication of future performance.
20
<PAGE>
Daily Closing Levels
--------------------------------
Highest Lowest Closing
Level Level Level
------- ------ -------
1992:
1st Quarter 1200.08 1130.42 1159.94
2nd Quarter 1248.79 1141.32 1169.77
3rd Quarter 1161.24 1029.56 1079.39
4th Quarter 1169.11 1010.09 1169.11
1993:
1st Quarter 1232.53 1144.79 1220.16
2nd Quarter 1266.14 1200.34 1266.14
3rd Quarter 1396.45 1257.80 1362.51
4th Quarter 1552.09 1368.19 1546.84
1994:
1st Quarter 1607.10 1440.06 1440.06
2nd Quarter 1500.59 1342.95 1352.98
3rd Quarter 1460.56 1251.88 1359.89
4th Quarter 1421.32 1335.96 1390.02
1995:
1st Quarter 1406.41 1314.73 1362.27
2nd Quarter 1466.70 1360.10 1431.81
3rd Quarter 1565.52 1456.65 1513.66
4th Quarter 1602.58 1479.98 1600.63
1996:
1st Quarter 1685.18 1584.49 1679.78
2nd Quarter 1740.61 1685.33 1726.44
3rd Quarter 1778.07 1643.51 1778.07
4th Quarter 1972.61 1790.49 1971.66
The closing level of the FT-SE(R) Eurotrack 200 Index on
December 31, 1996 was 1971.66.
Since its inception, the FT-SE(R) Eurotrack 200 Index has
experienced significant daily price fluctuations. Any historical
upward or downward trend in the closing level of
the FT-SE(R) Eurotrack 200 Index during any period set forth
above is not any indication that the FT-SE(R) Eurotrack 200 Index
is more or less likely to increase or decline at any time during
the term of the Notes.
The London Stock Exchange; SEAQ and SEAQ International
The Exchange is the largest established securities market
in the United Kingdom and one of the world's largest securities
exchanges in terms of market capitalization. Trading on the
Exchange takes place in quantity of shares, rather than in round
lots. The rules of the Exchange currently place no limits on
daily permissible price movements in the trading of listed
securities. SEAQ is the Exchange's electronic price information
system, which acts as an interface between market-makers and
their customers. Throughout the trading day, 30 registered
market-makers are obliged to display to the market their bid
and offer prices and the maximum bargain size to which
21
<PAGE>
these prices relate. All equity prices displayed on SEAQ are
firm. SEAQ International is the electronic price information
system of the Exchange's International Equity Market, which is
the largest market in the world for the trading of non-domestic
equities. At January 1, 1996, SEAQ International displayed
real-time prices in over 1,000 stocks from over 30 countries,
with over 550 of these stocks being quoted on a firm basis and
the remainder having indicative quotes. More than 50
market-makers enter bid and offer prices directly onto a central
computer system, which are then distributed to potential
investors through a number of commercial vendors. Investors
wishing to execute a trade contact the appropriate market-maker
in order to determine the terms of settlement. Trading hours on
the Exchange and SEAQ currently begin at 8:30 A.M. and end at
4:30 P.M., London time. Trading on SEAQ International can take
place 24 hours a day, but quotations may only be input into SEAQ
International between 8:00 A.M. and 5:15 P.M., London time.
Due to the time zone difference between New York City and
London, on any normal trading day, trading on the underlying
stocks of the FT-SE(R) Eurotrack 200 Index on the Exchange, SEAQ
and SEAQ International will cease prior to the end of the trading
day in New York City. The Official Index Closing Price of the
FT-SE(R) Eurotrack 200 is generally issued at 3:30 P.M., London
time and will therefore generally be available in the United
States shortly after 10:30 A.M., New York City time. The time
zone difference between New York City and London may vary at
certain times of the year due to different beginning and ending
dates of Daylight Savings Time in New York City and the
comparable British Summer Time in London.
Use of Proceeds
A portion of the proceeds received by the Company from the
sale of the Notes will be used by the Company or one or more of
its subsidiaries, in connection with hedging the Company's
obligations under the Notes, to purchase or acquire positions in
a variety of financial instruments relating to (i) the Nikkei 225
Index and/or the Underlying Nikkei Stocks or (ii) the FT-SE(R)
Eurotrack 200 Index and/or the Underlying Euro Stocks.
License Agreements
NKS and the Company have entered into a license agreement
providing for a license, in exchange for a fee, of certain trade
and service marks with respect to indices owned and published by
NKS in connection with the issuance of the Notes. The use of and
reference to the Nikkei 225 Index in connection with the Notes
have been consented to by NKS, the publisher of the Nikkei 225
Index.
FTSE International Limited and the Company have entered
into a license agreement providing for a license, in exchange for
a fee, of certain trade and service marks with respect to indices
owned and published by FTSE in connection with the issuance of
the Notes. The use of and reference to the FT-SE(R) Eurotrack 200
Index in connection with the Notes have been consented to by
FTSE, the publisher of the FT-SE(R) Eurotrack 200 Index.
22
<PAGE>
DESCRIPTION OF ITALIAN LIRA
The lira is the national currency of Italy. Italian bank
notes are issued by The Bank of Italy, which is Italy's central
bank and the sole bank of issue. On January 3, 1997, the noon
buying rate for cable transfers in New York City payable in lira,
as reported by the Federal Reserve Bank of New York, was Lit.
1,535.94 = $1.00.
The exchange rate between the lira and the U.S. dollar is,
at any moment, a result of the supply of and the demand for the
two currencies, and changes in such exchange rate result over
time from the interaction of many factors directly or indirectly
affecting economic conditions in Italy and in the United States,
including economic and political developments in other countries.
Of particular importance are rates of inflation, interest rate
levels, the balance of payments (both on capital and current
account) and the extent of governmental surpluses or deficits in
Italy and in the United States, all of which are in turn
sensitive to the monetary, fiscal and trade policies pursued by
the governments of Italy, the United States and other countries
prominent in international trade and finance. In recent years,
rates of exchange between the U.S. dollar and the Italian lira
have been highly volatile.
TAXATION
The following disclosure supplements, and to the extent
inconsistent therewith, replaces, the disclosure in the
Prospectus Supplement under "Taxation in the United States":
Under U.S. Treasury regulations relating to debt
instruments that provide for contingent payments, gain realized
on a sale or other disposition of the Notes, and the excess of the
redemption price of the Notes over their issue price, will be
classified as interest income (rather than as gain) for U.S. tax
purposes. Such interest income will be exempt from withholding
of U.S. Federal income tax to the extent described in the
Prospectus Supplement under "Taxation in the United States."
23
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APPENDIX A
LIST OF NIKKEI 225 INDEX UNDERLYING STOCKS
The following is a list of the 225 companies whose
stocks comprised the Nikkei 225 Index as of January 1, 1997.
1. AJINOMOTO CO. INC.
2. ALL NIPPON AIRWAYS CO. LTD.
3. AOKI CORPORATION
4. ASAHI BREWERIES LTD.
5. ASAHI CHEMICAL INDUSTRY CO. LTD.
6. ASAHI DENKA KOGYO K.K.
7. ASAHI GLASS CO. LTD.
8. BANK OF TOKYO-MITSUBISHI LTD.
9. BRIDGESTONE CORPORATION
10. CANON INC.
11. CHICHIBU ONODA
12. CHIYODA CORPORATION
13. CHUBU ELECTRIC POWER
14. CITIZEN WATCH CO. LTD.
15. DAI-ICHI KANGYO BANK LTD.
16. DAINIPPON PRINTING CO. LTD.
17. DAINIPPON PHARMACEUTICAL CO. LTD.
18. DAIWA HOUSE INDUSTRY CO. LTD.
19. DENKI KAGAKU KOGYO K.K.
20. DENSO CORP.
21. DOWA MINING CO. LTD.
22. EBARA CORPORATION
23. FUJI BANK LTD.
24. FUJIBOSEKI
<PAGE>
25. FUJI ELECTRIC CO. LTD.
26. FUJI PHOTO FILM CO. LTD.
27. FUJIKURA LTD.
28. FUJITA CORPORATION
29. FUJITSU LTD.
30. FURUKAWA CO. LTD.
31. FURUKAWA ELECTRIC CO. LTD.
32. HAZAMA CORPORATION
33. HEIWA REAL ESTATE CO. LTD.
34. HINO MOTORS LTD.
35. HITACHI LTD.
36. HITACHI ZOSEN CORPORATION
37. HOKUETSU PAPER MILLS LTD.
28. HONDA MOTOR CO. LTD.
39. HONEN CORPORATION
40. ISAEKI AND CO. LTD.
41. ISHIKAWAJIMA HARIMA HEAVY IND.
42. ISUZU MOTORS LTD.
43. ITOCHU CORPORATION
44. IWATANI INTERNATIONAL CORPORATION
45. JAPAN ENERGY CORPORATION
46. JAPAN STEEL WORKS LTD.
47. JAPAN SYNTHETIC RUBBER CO.
48. KAJIMA CORPORATION
49. KANEBO LTD.
50. KANSAI ELECTRIC POWER CO. INC.
51. KAWASAKI HEAVY IND. LTD.
52. KAWASAKI KISEN KAISHA LTD.
2
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53. KAWASAKI STEEL CORPORATION
54. KEIHIN ELECTRIC EXPRESS RAILWAY CO.
55. KEIO TEITO ELECTRIC RAILWAY CO. LTD
56. KEISEI ELECTRIC RAILWAY CO. LTD.
57. KIKKOMAN CORPORATION
58. KIRIN BREWERY CO. LTD.
59. KOBE STEEL LTD.
60. KOMATSU LTD.
61. KONICA CORPORATION
62. KOYO SEIKO CO. LTD.
63. KUBOTA CORPORATION
64. KUMAGAI GUMI CO. LTD.
65. KURARAY CO. LTD.
66. KYOKUYO CO. LTD.
67. KYOWA HAKKO KOGYO CO. LTD.
68. MARUBENI CORPORATION
69. MARUI CO. LTD.
70. MARUZEN CO. LTD.
71. MATSUSHITA ELECTRIC INDUSTRIAL
72. MAZDA MOTOR CORPORATION
73. MEIDENSHA CORPORATION
74. MEIJI MILK PRODUCTS CO. LTD.
75. MEIJI SEIKA KAISHA LTD.
76. MERCIAN CORPORATION
77. MINEBEA CO. LTD.
78. MITSUBISHI CHEMICAL CORPORATION
79. MITSUBISHI CORPORATION
80. MITSUBISHI ELECTRIC CORPORATION
3
<PAGE>
81. MITSUBISHI ESTATE CO. LTD.
82. MITSUBISHI HEAVY INDUSTRIES
83. MITSUBISHI MATERIALS CORPORATION
84. MITSUBISHI OIL CO. LTD.
85. MITSUBISHI PAPER MILLS LTD.
86. MITSUBISHI RAYON CO. LTD.
87. MITSUBISHI STEEL MANUFACTURING CO.
88. MITSUBISHI TRUST AND BANKING CORP.
89. MITSUBISHI LOGISTICS CORP.
90. MITSUI AND CO. LTD.
91. MITSUI ENG. AND SHIPBUILDING
92. MITSUI MARINE AND FIRE INSUR. CO.
93. MITSUI MINING AND SMELTING LTD.
94. MITSUI MINING CO. LTD.
95. MITSUI O.S.K. LINES LTD.
96. MITSUI REAL ESTATE SALES CO. LTD.
97. MITSUI SOKO CO. LTD.
98. MITSUI TOATSU CHEMICALS INC.
99. MITSUI TRUST AND BANKING CO. LTD.
100. MITSUKOSHI LTD.
101. MORINAGA AND CO. LTD.
102. NACHI-FUJIKOSHI CORPORATION
103. NAVIX LINE LTD.
104. NEC CORPORATION
105. NEW OJI PAPER CO.
106. NGK INSULATORS LTD.
107. NICHIREI CORPORATION
108. NICHIRO GYOGYO
4
<PAGE>
109. NIHON CEMENT CO. LTD.
110. NIHON DENKO CO. LTD.
111. NIHON SHINPAN CO. LTD.
112. NIIGATA ENGINEERING CO. LTD.
113. NIKKO SECURITIES CO. LTD.
114. NIKON CORPORATION
115. NIPPON BEET SUGAR MANUFACTURING CO.
116. NIPPON CARBIDE INDUSTRIES CO. INC.
117. NIPPON CARBON CO. LTD.
118. NIPPON CHEMICAL INDUSTRIAL CO. LTD.
119. NIPPON EXPRESS CO. LTD.
120. NIPPON FLOUR MILLS CO. LTD.
121. NIPPON KAYAKU CO. LTD.
122. NIPPON LIGHT METAL CO. LTD.
123. NIPPON METAL INDUSTRY CO. LTD.
124. NIPPON OIL CO. LTD.
125. NIPPON PAPER IND. CO. LTD.
126. NIPPON PISTON RING CO. LTD.
127. NIPPON SHARYO LTD.
128. NIPPON SHEET GLASS CO. LTD.
129. NIPPON SODA CO. LTD.
130. NIPPON STEEL CORPORATION
131. NIPPON SUISAN KAISHA LTD.
132. NIPPON TELEGRAPH AND TELEPHONE NTT
133. NIPPON YAKIN KOGYO
134. NIPPON YUSEN K.K.
135. NISSAN CHEMICAL INDUSTRIES LTD.
136. NISSAN MOTOR CO. LTD.
5
<PAGE>
137. NISSHIN FLOUR MILLING CO. LTD.
138. NISSHIN OIL MILLS LTD.
139. NISSHINBO INDUSTRIES INC.
140. NISSHO IWAI CORPORATION
141. NISSHOKIN
142. NITTO BOSEKI CO. LTD.
143. NKK CORPORATION
144. NOF CORPORATION
145. NOMURA SECURITIES CO. LTD.
146. NORITAKE CO. LTD.
147. NSK LTD.
148. NTN CORPORATION
149. OBAYASHI CORPORATION
150. ODAKYU ELECTRIC RAILWAY
151. OKI ELECTRIC INDUSTRY CO. LTD.
152. OKUMA CORPORATION
153. OSAKA GAS CO. LTD.
154. PIONEER ELECTRONIC CORPORATION
155. RASA INDUSTRIES LTD.
156. RICOH COMPANY LTD.
157. SAKURA BANK LTD.
158. SANKYO CO. LTD.
159. SANKYU INC.
160. SANWA BANK LTD.
161. SANYO ELECTRIC CO. LTD.
162. SAPPORO BREWERIES LTD.
163. SATO KOGYO CO. LTD.
164. SEIKA CORPORATION
6
<PAGE>
165. SHARP CORPORATION
166. SHIMIZU CORPORATION
167. SHIMURA KAKO CO.
168. SHINETSU CHEMICAL CO. LTD.
169. SHINAGAWA REFRACTORIES CO. LTD.
170. SHIONOGI AND CO. LTD.
171. SHOWA DENKO K.K.
172. SHOWA ELECTRIC WIRE AND CABLE CO. LTD.
173. SHOWA LINE LTD.
174. SHOWA SHELL SEKIYU K.K.
175. SONY CORPORATION
176. SUMITOMO BANK LTD.
177. SUMITOMO CEMENT CO. LTD.
178. SUMITOMO CHEMICAL CO. LTD.
179. SUMITOMO COAL MINING CO. LTD.
180. SUMITOMO CORPORATION
181. SUMITOMO ELECTRIC IND. LTD.
182. SUMITOMO HEAVY INDUSTRIES, LTD.
183. SUMITOMO METAL INDUSTRIES LTD.
184. SUMITOMO METAL MINING CO. LTD.
185. SUZUKI MOTOR CORPORATION
186. TAISEI CORPORATION
187. TAKARA SHUZO
188. TAKEDA CHEMICAL INDUSTRIES
189. TEIJIN LTD.
190. TEIKOKU OIL
191. TEKKEN CORPORATION
192. TOA CORPORATION
7
<PAGE>
193. TOAGOSEI CHEMICAL INDUSTRY
194. TOBISHIMA CORPORATION
195. TOBU RAILWAY
196. TOEI CO.
197. TOHO RAYON
198. TOHO ZINC CO. LTD.
199. TOKAI CARBON CO. LTD.
200. TOKIO MARINE AND FIRE INSUR. CO.
201. TOKYO DOME CORPORATION
202. TOKYO ELECTRIC POWER CO. INC.
203. TOKYO GAS CO. LTD.
204. TOKYO ROPE MFG.
205. TOKYU CORPORATION
206. TOKYU DEPARTMENT STORE
207. TOMEN CORPORATION
208. TONEN CORPORATION
209. TOPPAN PRINTING CO. LTD.
210. TOPY INDUSTRIES
211. TORAY INDUSTRIES
212. TOSHIBA CORPORATION
213. TOSOH CORPORATION
214. TOTO LTD.
215. TOYO SEIKAN KAISHA
216. TOYOBO CO. LTD.
217. TOYOTA MOTOR CORPORATION
218. UBE CHEMICAL INDUSTRIES
219. UNITIKA LTD.
220. YAMAHA CORPORATION
8
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221. YAMANOUCHI PHARMACEUTICAL
222. YASUDA FIRE AND MARINE INSURANCE CO.
223. YOKOGAWA ELECTRIC
224. YOKOHAMA RUBBER
225. YUASA CORPORATION
9
<PAGE>
APPENDIX B
LIST OF FT-SE(R) EUROTRACK 200 UNDERLYING STOCKS
The following is a list of the 200 companies whose
stocks comprised the FT-SE(R) Eurotrack 200 Index as of January
1, 1997.
Austria
1. OMV AG
Belgium
2. FORTIS AG
3. DELHAIZE
4. ELECTRABEL
5. GBL
6. GENERALE BANQUE
7. KREDIETBANK
8. PETROFINA
9. SGB
10. SOLVAY
11. TRACTEBEL
Denmark
12. NOVO ADR
13. TELE DANMARK B
Finland
14. NOKIA A
15. NOKIA K
16. UPM-KYMMENE OY
France
17. ALCATEL ALSTHOM
18. ELF-AQUITAINE
<PAGE>
19. AXA
20. B N P (FRF25)
21. CARREFOUR
22. DANONE
23. GENERALE DES EAUX
24. L'AIR LIQUIDE
25. L'OREAL
26. L.V.M.H.
27. PARIBAS
28. PEUGEOT S.A.
29. PINAULT-PRINTEMPS
30. RHONE-POULENC A
31. ROUSSEL UCLAF
32. SCHNEIDER
33. SANOFI
34. SAINT-GOBAIN
35. SGS THOMPSON MICRO
36. SOCIETE GENERALE
37. SUEZ (CIE DE)
38. TOTAL
39. U.A.P.
Germany
40. ALLIANZ
41. BASF AG
42. BAYER AG
43. BMW (BEARER)
44. COMMERZBANK
45. DAIMLER-BENZ
2
<PAGE>
46. DEUTSCHE BANK
47. DEUTSCHE TELECOM
48. DRESDNER BANK
49. HOECHST
50. MANNESMANN
51. RWE
52. SIEMENS
53. VEBA
54. VIAG
Ireland
55. ALLIED IRISH BANKS PLC
56. BANK OF IRELAND
57. CRH PLC
58. SMURFITT (JEFFERSON) GROUP PLC
Italy
59. ENI
60. FIAT SPA
61. GENERALI ASSICURAZZIONI
62. INA SPA
63. STET
64. TELECOM ITALIA
65. TIM SPA
Netherlands
66. ABN-AMRO HOLDINGS
67. ING GROUP NV
68. KPN
69. ROYAL DUTCH (BR.)
70. UNILEVER NV
3
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Norway
71. NORSK HYDRO
72. ORKLA "A"
Spain
73. ARGENTARIA
74. BANCO BILBAO VIZCAYA ADR
75. ENDESA ORD
76. IBERDROLA
77. PRYCA
78. REPSOL SA
79. TELEFONICA ORD
Sweden
80. ABB A
81. ABB B
82. ASTRA A
83. ASTRA B
84. ELECTROLUX B
85. ERICSSON B
86. INVESTOR A
87. INVESTOR B
88. NORDBANKEN AB
89. SANDVIK A
90. S.C.A. "B"
91. SE BANKEN A
92. SPARBANKEN
93. SVENSKA HANDELSBANKEN A
94. VOLVO B
Switzerland
4
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95. CS HOLDINGS REG
96. NESTLE REG
97. NOVARTIS AG
98. ROCHE HOLDINGS
99. SWISS RE
100. UBS BR
United Kingdom
101. 3i GROUP PLC
102. ABBEY NATIONAL PLC
103. ALLIED DOMECQ PLC
104. ARGOS PLC
105. ASDA GROUP PLC
106. ASSOCIATED BRITISH FOODS PLC
107. BAT INDUSTRIES PLC
108. BAA PLC
109. BANK OF SCOTLAND PLC
110. BARCLAYS PLC
111. BASS PLC
112. BLUE CIRCLE INDUSTRIES PLC
113. BOC GROUP PLC
114. BOOTS CO PLC
115. BRITISH AEROSPACE PLC
116. BRITISH AIRWAYS PLC
117. BRITISH GAS PLC
118. BRITISH PETROLEUM CO PLC
119. BRITISH SKY BROADCASTING GROUP PLC
120. BRITISH STEEL PLC
121. BRITISH TELECOMMUNICATIONS PLC
5
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122. BTR PLC
123. BURMAH CASTROL PLC
124. BURTON GROUP PLC
125. CABLE & WIRELESS PLC
126. CADBURY SCHWEPPES PLC
127. CARLTON COMMUNICATIONS PLC
128. COMMERCIAL UNION PLC
129. COURTAULDS PLC
130. DIXONS GROUP PLC
131. EMI GROUP PLC
132. ENTERPRISE OIL PLC
133. GENERAL ACCIDENT PLC
134. GENERAL ELECTRIC CO PLC
135. GKN PLC
136. GLAXO WELLCOME PLC
137. GRANADA GROUP PLC
138. GRAND METROPOLITAN PLC
139. GREAT UNIVERSAL STORES PLC
140. GUARDIAN ROYAL EXCHANGE PLC
141. GUINNESS PLC
142. HANSON PLC
143. HSBC HOLDINGS HKD10
HSBC HOLDINGS ORD75p
144. IMPERIAL CHEMICALS INDUSTRIES PLC
145. IMPERIAL TOBACCO GROUP
146. KINGFISHER PLC
147. LADBROKE GROUP PLC
148. LAND SECURITIES PLC
6
<PAGE>
149. LASMO PLC
150. LEGAL & GENERAL GROUP PLC
151. LLOYDS TSB GROUP PLC
152. LUCAS VARITY
153. MARKS & SPENCER PLC
154. NATIONAL GRID GROUP PLC
155. NATIONAL POWER PLC
156. NATIONAL WESTMINISTER BANK PLC
157. NEXT PLC
158. ORANGE PLC
159. PEARSON PLC
160. PENINSULAR & ORIENTAL STEAM NAVIGATION CO
161. PILKINGTON PLC
162. POWERGEN PLC
163. PRUDENTIAL CORPORATION PLC
164. RAILTRACK GROUP PLC
RAILTRACK GROUP 190p CALL
165. RANK GROUP PLC
166. RECKITT & COLMAN PLC
167. REDLAND PLC
168. REED INTERNATIONAL PLC
169. RENTOKILL INITIAL PLC
170. REUTERS HOLDINGS PLC
171. RMC GROUP PLC
172. ROLLS ROYCE PLC
173. ROYAL & SUN ALLIANCE INSURANCE GROUP PLC
174. ROYAL BANK OF SCOTLAND GROUP PLC
175. RTZ CORPORATION PLC
7
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176. SAFEWAY PLC
177. SAINSBURY (J) PLC
178. SCHRODERS N/V
SCHRODERS ORD
179. SCOTTISH & NEWCASTLE PLC
180. SCOTTISH POWER PLC
181. SEVERN TRENT PLC
182. SHELL TRANSPORT AND TRADING CO PLC
183. SIEBE PLC
184. SMITH & NEPHEW PLC
185. SMITHKLINE BEECHAM PLC
186. SMITHS INDUSTRIES PLC
187. STANDARD CHARTERED PLC
188. TATE & LYLE PLC
189. TESCO PLC
190. THAMES WATER PLC
191. TI GROUP PLC
192. TOMKINS PLC
193. UNILEVER PLC
194. UNITED NEWS & MEDIA PLC
195. UNITED UTILITIES PLC
196. VODAFONE GROUP PLC
197. WHITBREAD PLC
198. WILLIAMS HOLDINGS PLC
199. WOLSELEY PLC
200. ZENECA GROUP PLC
8
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