Pricing Supplement No Euro D188 Dated December 19, 1996 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 17 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 25,000,000,000 (Italian Lire)
Issue Price: 87.00%
Proceeds to Company on original issuance: ITL 21,750,000,000
Commission or Discount on original issuance: USD 45,500
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: December 20, 1996
Stated Maturity: December 20, 2001
Specified Currency: ITL
(If other than U.S. Dollars)
Authorized Denominations: ITL 100 million
(If other than as set forth in the Prospectus Supplement)
Interest Payment Dates:
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):
Initial Interest Rate (Floating Rate Notes):
Base Rate: | | CD Rate | | Commercial Paper Rate | | Federal Funds Rate
| | LIBOR Telerate | | LIBOR Reuters | | Treasury Rate
| | Treasury Rate Constant Maturity | | 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: See Attached
Rate Determination Dates: See Attached
(If other than as set forth in the Prospectus Supplement)
Index Maturity: NA
Spread (+/-): NA
Spread Multiplier: NA
Change in Spread, Spread Multiplier or Fixed Interest Rate prior to
Stated Maturity: | | Yes (See Attached) | | No
Maximum Interest Rate: NA
Minimum Interest Rate: NA
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: |X| Yes | | No
Common Code: 6843212
ISIN: XS0068432128
Pricing Supplement No. Euro D188 dated December 19, 1996
(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 that a Holder will receive
in respect of the Notes will be partially determined by reference to changes in
the value of the Nikkei 225 Index and the FT-SEr Eurotrack 200 Index during the
period between the Issue Date and Stated Maturity, as described below under
"Interest". If the arithmetic average of the published closing prices of the
Nikkei 225 Index or the FT-SEr Eurotrack 200 Index on the 20th of each month of
any calendar year during the term of the Notes exceeds the published closing
price of such index on December 20th of the previous calendar year by more than
4.5%, the amount of interest payable in respect of the Notes at Stated Maturity
will be greater than 22.5%. If this condition is not satisfied for any calendar
year during the term of the Notes, the amount of interest payable in respect of
the Notes at Stated Maturity shall be equal to 22.5%.
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 or
(iii) Milan, Italy.
The Calculation Agent will be Salomon Brothers International Limited, which
is a wholly-owned subsidiary of Salomon Inc (the "Company").
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 [Base Rate plus (100% times N)]; 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).
"Base Rate" means 22.50%.
"N" means B1 plus B2 plus B3 plus B4 plus B5; where
"B1" means the greater of zero and
(0.5 x [(AN1-N0)/ N0 + (AF1-F0) / F0] - 0.045)
"B2" means the greater of zero and
(0.5 x [(AN2-N1)/ N1 + (AF2-F1) / F1] - 0.045)
"B3" means the greater of zero and
(0.5 x [(AN3-N2) / N2 + (AF3-F2) / F2] - 0.045)
"B4" means the greater of zero and
(0.5 x [(AN4-N3) / N3 + (AF4-F3) / F3] - 0.045)
"B5" means the greater of zero and
(0.5 x [(AN5-N4) / N4 + (AF5-F4) / F4] - 0.045); where
AN1 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 20th of each month during calendar year 1997
(or, if any such date is not a Business Day, the next succeeding Business Day).
AN2 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 20th
of each month during calendar year 1998 (or, if any such date is not a Business
Day, the next succeeding Business Day).
AN3 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 20th
of each month during calendar year 1999 (or, if any such date is not a Business
Day, the next succeeding Business Day).
AN4 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 20th
of each month during calendar year 2000 (or, if any such date is not a Business
Day, the next succeeding Business Day).
AN5 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 20th
of each month during calendar year 2001 (or, if any such date is not a Business
Day, the next succeeding Business Day).
N0 means the closing price of the Nikkei 225 Index, as published by NKS, on
the Issue Date (or, if any such date is not a Business Day, the next succeeding
Business Day).
N1 means the closing price of the Nikkei 225 Index, as published by NKS, on
December 20, 1997 (or, if any such date is not a Business Day, the next
succeeding Business Day).
N2 means the closing price of the Nikkei 225 Index, as published by NKS, on
December 20, 1998 (or, if any such date is not a Business Day, the next
succeeding Business Day).
N3 means the closing price of the Nikkei 225 Index, as published by NKS, on
December 20, 1999 (or, if any such date is not a Business Day, the next
succeeding Business Day).
N4 means the closing price of the Nikkei 225 Index, as published by NKS, on
December 20, 2000 (or, if any such date is not a Business Day, the next
succeeding Business Day).
AF1 means the arithmetic average, as determined by the Calculation Agent,
of the Official Index Closing Prices of the FT-SEr Eurotrack 200 Index, as
published by FTSE International Limited ("FTSE"), on the 20th of each month
during calendar year 1997 (or, if any such date is not a Business Day, the
next succeeding Business Day).
AF2 means the arithmetic average, as determined by the Calculation Agent,
of the Official Index Closing Prices of the FT-SEr Eurotrack 200 Index, as
published by FTSE, on the 20th of each month during calendar year 1998 (or,
if any such date is not a Business Day, the next succeeding Business Day).
AF3 means the arithmetic average, as determined by the Calculation Agent,
of the Official Index Closing Prices of the FT-SEr Eurotrack 200 Index, as
published by FTSE, on the 20th of each month during calendar year 1999 (or,
if any such date is not a Business Day, the next succeeding Business Day).
AF4 means the arithmetic average, as determined by the Calculation Agent,
of the Official Index Closing Prices of the FT-SEr Eurotrack 200 Index, as
published by FTSE, on the 20th of each month during calendar year 2000 (or,
if any such date is not a Business Day, the next succeeding Business Day).
AF5 means the arithmetic average, as determined by the Calculation Agent,
of the Official Index Closing Prices of the FT-SEr Eurotrack 200 Index, as
published by FTSE, on the 20th of each month during calendar year 2001 (or,
if any such date is not a Business Day, the next succeeding Business Day).
F0 means the Official Index Closing Price of the FT-SEr 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).
F1 means the Official Index Closing Price of the FT-SEr Eurotrack 200 Index,
as published by FTSE, on December 20, 1997 (or, if any such date is not a
Business Day, the next succeeding Business Day).
F2 means the Official Index Closing Price of the FT-SEr Eurotrack 200 Index,
as published by FTSE, on December 20, 1998 (or, if any such date is not a
Business Day, the next succeeding Business Day).
F3 means the Official Index Closing Price of the FT-SEr Eurotrack 200 Index,
as published by FTSE, on December 20, 1999 (or, if any such date is not a
Business Day, the next succeeding Business Day).
F4 means the Official Index Closing Price of the FT-SEr Eurotrack 200 Index,
as published by FTSE, on December 20, 2000 (or, if any such date is not a
Business Day, the next succeeding Business Day).
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-SEr Eurotrack 200 Index and
publishes a successor or substitute index that the Company determines, in its
sole discretion, to be comparable to the FT-SEr Eurotrack 200 Index (any such
successor or substitute index being hereinafter referred to as a "Successor
Eurotrack 200 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 Eurotrack 200 Index. In the event that the FT-SEr 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-SEr 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
Nikkei 225 Index or any Successor Nikkei Index by NKS or any other publisher
thereof or (ii) the FT-SEr 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 December 20, 2001. 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 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 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 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
October 1, 1991 through December 16, 1996, as well as the closing level of the
Nikkei 225 Index as of the end of each such quarter or partial quarter, as
indication of the future performance of the Nikkei 225 Index.
Daily Closing Levels
Highest Lowest Closing
Level Level Level
1991:
4th Quarter 25,222.28 21,502.90 22,983.77
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 (through December 16) 21,612.30 20,276.70 20,422.04
The Closing value of the Nikkei 225 Index on December 16, 1996 was
20,422.04.
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.
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 EUROTRACK 200 INDEX
Unless otherwise stated, all information herein relating to the FT-SE
Eurotrack 200 Index, the FT-SE 100 Share Index and the FT-SE 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 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 Eurotrack 200 Index combines in a single index
the stocks of 100 United Kingdom issuers comprising the FT-SE 100 Share Index
and the stocks of 100 non-United Kingdom issuers comprising the FT-SE 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 Eurotrack 200 Index as
of September 1, 1996.) The qualifications for inclusion of securities in the
FT-SE 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 100 Share Index and the
FT-SE Eurotrack 100 Index. The FT-SE 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 Eurotrack 200 Index is calculated at any particular
time by combining the products of the respective changes in the market
capitalization of the underlying stocks of the FT-SE Eurotrack 100 Index and
the FT-SE 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 Eurotrack 100 are given the weightings used in the calculation of
such index and the underlying stocks of the FT-SE 100 Share Index are weighted
using a "Weighting Restraint Factor" calculated so as to assign to the
underlying stocks in the FT-SE 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 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.
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 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
Eurotrack 200 Index Steering Sub-Committee.
FT-SE 100 Share Index
The FT-SE 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 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 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 100 Share Index
currently is updated every minute between 8:30 A.M. and 4:30 P.M., London time.
The FT-SE 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 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.
Each calendar quarter, the FTSE Actuaries UK Indicies Committee undertakes
a review of the underlying stocks and determines whether it is necessary to add
or delete securities from the FT-SE 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 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 100 Share Index to
the performance of industries, such as the petroleum industry, that tend to be
represented by larger companies.
FT-SE Eurotrack 100 Index
The FT-SE 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 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 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 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 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 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
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 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
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 Eurotrack 200 Index, the FT-SE Eurotrack 100 Index or the FT-SE 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
Eurotrack 200 Index and/or the figure at which the FT-SE Eurotrack 200 Index
stands on any particular day or otherwise. The FT-SE 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 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 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" 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 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 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 Eurotrack 200
The International Stock Exchange first calculated and published the FT-SE
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 16, 1996, as well as the closing level of the FT-SE
Eurotrack 200 Index as of the end of each such quarter or partial quarter, as
indication of the future performance of the FT-SE Eurotrack 200 Index.
Daily Closing Levels
Highest Lowest Closing
Level Level Level
1991:
4th Quarter 1178.95 1071.77 1129.81
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 (through December 16) 1940.43 1790.49 1899.66
The Closing value of the FT-SE Eurotrack 200 Index on December 16, 1996
was 1899.66.
Since its inception, the FT-SE Eurotrack 200 Index has experienced
significant daily price fluctuations. Any historical upward or downward trend
in the closing level of the FT-SE Eurotrack 200 Index during any period set
forth above is not any indication that the FT-SE 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 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 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 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 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 Eurotrack 200
Index in connection with the Notes have been consented to by FTSE, the publisher
of the FT-SE Eurotrack 200 Index.
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 December 18, 1996, 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.
1,530.90 = $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."
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 December 1, 1996.
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
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.
38. 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.
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
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
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.
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
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
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
221. YAMANOUCHI PHARMACEUTICAL
222. YASUDA FIRE AND MARINE INSURANCE CO.
223. YOKOGAWA ELECTRIC
224. YOKOHAMA RUBBER
225. YUASA CORPORATION
APPENDIX B
LIST OF FT-SE EUROTRACK 200 UNDERLYING STOCKS
The following is a list of the 200 companies whose stocks comprised the
FT-SE Eurotrack 200 Index as of December 1, 1996.
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
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. DAIMLER-BENZ
45. DEUTSCHE BANK
46. DRESDNER BANK
47. HOECHST
48. MANNESMANN
49. RWE
50. SIEMENS
51. VEBA
52. VIAG
Ireland
53. ALLIED IRISH BANKS PLC
54. BANK OF IRELAND
55. CRH PLC
56. SMURFITT (JEFFERSON) GROUP PLC
Italy
57. ALLEANZA ASSICURAZZIONI
58. FIAT SPA
59. GENERALI ASSICURAZZIONI
60. ISTITUTO BANCARIO SAN PAOLO DI TORINO
61. ISTITUTO MOBILIARE ITALIANO SPA
62. INA SPA
63. MEDIASET
64. STET
65. STET RISP
66. TELECOM ITALIA
67. TIM SPA
Netherlands
68. ABN-AMRO HOLDINGS
69. ING GROUP NV
70. KPN
71. ROYAL DUTCH (BR.)
72. UNILEVER NV
Norway
73. NORSK HYDRO
Spain
74. ARGENTARIA
75. BANCO BILBAO VIZCAYA ADR
76. ENDESA ORD
77. IBERDROLA
78. PRYCA
79. REPSOL SA
80. TELEFONICA ORD
Sweden
81. ABB A
82. ABB B
83. ASTRA A
84. ASTRA B
85. ELECTROLUX B
86. ERICSSON B
87. INVESTOR A
88. INVESTOR B
89. NORDBANKEN AB
90. SANDVIK A
91. SE BANKEN A
92. SPARBANKEN
93. SVENSKA HANDELSBANKEN A
94. VOLVO B
Switzerland
95. CIBA GEIGY REG
96. CS HOLDINGS REG
97. NESTLE REG
98. ROCHE HOLDINGS
99. SANDOZ REG
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
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
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
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
