AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOHNSON & JOHNSON
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1024240
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(908) 524-0400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
BLAIR M. FLICKER, ESQ.
ONE JOHNSON & JOHNSON PLAZA
NEW BRUNSWICK, NEW JERSEY 08933
(908) 524-2527
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
THOMAS R. BROME, Esq.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, N.Y. 10019
(212) 474-1000
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED UNIT(2) PRICE(2) FEE
------------------------------------ ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Debt Securities and Warrants to
purchase Debt Securities ................ $2,000,000,000(1) 100% $2,000,000,000 $689,660.00
<FN>
(1) Aggregate principal amount may be greater in order to compensate for
original issue discount. Debt Securities and Warrants may be denominated
in U.S. Dollars or the equivalent in foreign currency or foreign currency
units.
(2) Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>
--------------------
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO REGISTRATION STATEMENT
NO. 33-47424, PREVIOUSLY FILED BY THE REGISTRANT. THIS REGISTRATION STATEMENT
ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-47424 AND SUCH AMENDMENT SHALL BECOME EFFECTIVE CONCURRENTLY WITH THE
EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION--OCTOBER 11, 1994
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October , 1994)
$2,585,000,000
JOHNSON & JOHNSON
MEDIUM-TERM NOTES, SERIES C
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
Johnson & Johnson (the "Company") may from time to time offer its Medium-Term
Notes, Series C (the "Notes"), with an aggregate initial public offering price
or purchase price of up to $2,585,000,000, or the equivalent thereof in other
currencies or currency units, subject to reduction as a result of the sale of
other Debt Securities and Warrants to purchase Debt Securities of the Company.
The Notes will be offered at varying maturities from 9 months to 30 years from
their dates of issue and may be subject to redemption at the option of the
Company or repayment at the option of the holder prior to maturity. Each Note
will be denominated in U.S. dollars or in other currencies or currency units
(the "Specified Currency") as set forth in a pricing supplement (the "Pricing
Supplement") to this Prospectus Supplement. See "Important Currency
Information" and "Currency Risks." Each Note will bear interest at either a
fixed rate (a "Fixed Rate Note"), which may be zero in the case of certain
Notes issued at a price representing a discount from the principal amount
payable at maturity, or a floating rate (a "Floating Rate Note") as set forth
in the applicable Pricing Supplement. See "Description of Notes."
The Notes may be issued as Currency Indexed Notes, the principal amount of
which, payable at maturity, and/or the interest, payable on each interest
payment date and at maturity, is determined by the difference between the
Specified Currency and another currency or currency unit or as Other Indexed
Notes, the principal amount of which, payable at maturity, and/or the interest,
payable on each interest payment date and at maturity, is determined by
reference to one or more equity or other indices and/or formulae or the price
of one or more specified commodities or by other methods or formulae specified
in the applicable Pricing Supplement. See "Description of Notes--Currency
Indexed Notes" and "Description of Notes--Other Indexed Notes."
Each Note will be issued in fully registered form and will be represented by
either the master security (a "Book-Entry Note") registered in the name of a
nominee of The Depository Trust Company ("DTC") or another depositary (DTC or
such other depositary as is specified in the applicable Pricing Supplement is
herein referred to as the "Depositary"), or a certificate issued in definitive
form (a "Certificated Note"), as set forth in the applicable Pricing
Supplement. Interests in Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary
and its participants. See "Description of Notes--Book-Entry System." The Notes
will be issued in the denomination of $1,000 or any larger amount that is an
integral multiple of $1,000 or, in the case of Notes denominated in a
Specified Currency other than U.S. dollars, in the denominations set forth in
the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, interest on
each Fixed Rate Note will accrue from its date of issue and will be payable
either semiannually on each May 15 and November 15 or annually on each July
15, and at maturity. Interest on each Floating Rate Note will accrue from its
date of issue and will be payable monthly, quarterly, semiannually, annually
or otherwise as specified in the applicable Pricing Supplement, and at
maturity.
The Specified Currency, any applicable interest rate or formula, the issue
price, the maturity date, any interest payment dates, any redemption and
repayment provisions, whether such Note is a Currency Indexed Note or Other
Indexed Note, whether such Note will be a Book-Entry Note or a Certificated
Note and any other terms applicable to each Note will be established at the
time of issuance of such Note and set forth in the applicable Pricing
Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO AGENTS' DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) THE COMPANY(2)(3)
--------- -------------- -----------------
<S> <C> <C> <C>
Per Note ......................... 100.000% .125%-.750% 99.875%-99.250%
Total(4)(5) ...................... $2,585,000,000 $3,231,250-$19,387,500 $2,581,768,750-$2,565,612,500
<FN>
(1) Each Note will be sold at 100% of its principal amount except as may be
provided in the applicable Pricing Supplement.
(2) The Company will pay a commission to Salomon Brothers Inc, Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated or Morgan Stanley
& Co. Incorporated, each as agent (collectively, the "Agents"), in the
form of a discount, ranging from .125% to .750%, unless otherwise
specified in the applicable Pricing Supplement, depending upon the
maturity of the Note, of the principal amount of any Note sold through
such Agent. The Company may also sell Notes at a discount to an Agent for
its own account or for resale to one or more purchasers at varying prices
related to prevailing market prices at the time of resale to be determined
by such Agent. Unless otherwise specified in the applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note
of identical maturity, and may be resold by such Agent. The Company may
also sell Notes directly to purchasers on its own behalf, in which case no
commission will be payable. The Company has agreed to indemnify each Agent
against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
(3) Before deducting other expenses payable by the Company estimated to be
approximately $1,494,000, including reimbursement of certain of the Agents'
expenses.
(4) Or the equivalent thereof in other currencies or currency units.
(5) Subject to reduction as a result of the sale of other Debt Securities and
Warrants to purchase Debt Securities of the Company.
</FN>
</TABLE>
The Notes are being offered on a continuous basis by the Company through the
Agents, each of whom has agreed to use its reasonable best efforts to solicit
offers to purchase the Notes. In addition, Notes may be sold to the Agents, as
principals, for resale to purchasers. The Company may also sell Notes directly
to purchasers on its own behalf. The Company may use additional agents as it
may designate from time to time, including ____________________________ (the
"Reverse Inquiry Agent"), to solicit offers to purchase Notes. Such other
agents, if any, will be named in the applicable Pricing Supplement. The Notes
will not be listed on any securities exchange, and there can be no assurance
that the Notes offered hereby will be sold or that there will be a secondary
market for any of the Notes. The Company reserves the right to withdraw,
cancel or modify the offer made hereby without notice. The Company or the
Agent who solicits any offer may reject such offer in whole or in part. See
"Plan of Distribution."
SALOMON BROTHERS INC
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER , 1994.
<PAGE>
This Prospectus Supplement contains brief summaries of certain documents
incorporated by reference in the accompanying Prospectus. Such summaries are
qualified in their entirety by the detailed information contained in the
incorporated documents.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Debt Securities (as
such term is used in the accompanying Prospectus) set forth under the heading
"Description of Debt Securities" in the Prospectus, to which description
reference is hereby made. The following description will apply to each Note
unless otherwise specified in the applicable Pricing Supplement. Capitalized
terms not defined herein or in the Prospectus have the meanings specified in
the Indenture and/or the Notes.
General
The Notes constitute a single series and are to be issued under the
Indenture dated as of September 15, 1987 between the Company and Harris Trust
and Savings Bank, as trustee (the "Trustee"), as amended by a First
Supplemental Indenture dated as of September 1, 1990 (as amended, the
"Indenture"). Certain provisions of the Indenture are summarized in this
Prospectus Supplement, but the summaries included herein do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
all the provisions of the Indenture.
The Notes will be unsecured obligations of the Company and will rank pari
passu with all other unsecured and unsubordinated indebtedness for borrowed
money of the Company.
The Notes are limited to an aggregate initial public offering price or
purchase price of up to $2,585,000,000 or the equivalent thereof in other
currencies or currency units, subject to reduction as a result of the sale of
other Debt Securities and Warrants to purchase Debt Securities of the Company.
The U.S. dollar equivalent of Notes denominated in currencies or currency
units other than U.S. dollars will be determined by the Exchange Rate Agent
(as defined below), on the basis of the noon buying rate for cable transfers
in The City of New York, as determined by the Federal Reserve Bank of New York
(the "Market Exchange Rate"), for such currencies or currency units on the
applicable issue dates. Unless otherwise indicated in the applicable Pricing
Supplement, currency amounts in this Prospectus Supplement, the accompanying
Prospectus and any Pricing Supplement are stated in United States dollars
("$", "dollars", "U.S. dollars" or "U.S.$").
The Notes will be offered on a continuous basis and will mature on any
Business Day (as defined below) from 9 months to 30 years from the date of
issue, as selected by the purchaser and agreed to by the Company, and may be
subject to redemption at the option of the Company or repayment at the option
of the holder prior to maturity as set forth under "Redemption and Repayment."
Each Note will be denominated in U.S. dollars or in such other currency or
currency unit (the "Specified Currency") as is specified in the applicable
Pricing Supplement. Each Note will bear interest at either (i) a fixed rate (a
"Fixed Rate Note"), which may be zero in the case of certain Notes issued at
an Issue Price (as defined below) representing a discount from the principal
amount payable at maturity (a "Zero-Coupon Note"), or (ii) a floating rate (a
"Floating Rate Note") determined by reference to the interest rate basis or
combination of interest rate bases (the "Base Rate") specified in the
applicable Pricing Supplement which may be adjusted by a Spread and/or Spread
Multiplier (each as defined below).
The Notes may be issued as Currency Indexed Notes, the principal amount of
which, payable at maturity, and/or the interest payable on each Interest
Payment Date (as defined below) and at maturity, will be determined by the
difference between the Specified Currency and another currency or currency
unit set forth in the applicable Pricing Supplement, or as Other Indexed Notes,
the principal amount of which, payable at maturity, and/or the interest
payable on each Interest Payment Date and at maturity, will be determined by
reference to one or more equity or other indices and/or formulae or the price
of one or more specified commodities or by other methods or formulae specified
in the applicable Pricing Supplement. See "Currency Indexed Notes" and "Other
Indexed Notes."
Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note in fully registered form without coupons. Except as set
forth under "Book-Entry System," Book-Entry Notes will not be issuable in
certificated form.
The authorized denominations of Notes denominated in U.S. dollars will be
$1,000 or any larger amount that is an integral multiple of $1,000. The
authorized denominations of Notes denominated in a Specified Currency other
than U.S. dollars will be set forth in the applicable Pricing Supplement.
S-2
<PAGE>
"Business Day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (i) not a day on
which banking institutions are authorized or required by law or regulation to
be closed in The City of New York; (ii) if the Note is denominated in a
Specified Currency other than U.S. dollars (a) not a day on which banking
institutions are authorized or required by law or regulation to close in the
principal financial center of the country issuing the Specified Currency
(which in the case of European Currency Units ("ECU") shall be Brussels,
Belgium) and (b) a day on which banking institutions in such financial center
are carrying out transactions in such Specified Currency; and (iii) with
respect to LIBOR Notes (as defined below), a London Banking Day. "London
Banking Day" means any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
"Original Issue Discount Note" means (i) a Note, including any
Zero-Coupon Note, that has a stated redemption price at maturity that exceeds
its Issue Price by at least 0.25% of its stated redemption price at maturity
multiplied by the number of full years from the Original Issue Date to the
Stated Maturity Date (each as defined below) for such Note and (ii) any other
Note designated by the Company as issued with original issue discount for
United States federal income tax purposes.
The Pricing Supplement relating to each Note will describe the following
terms: (i) the Specified Currency with respect to such Note (and, if such
Specified Currency is other than U.S. dollars, certain other terms relating to
such Note, including the authorized denominations); (ii) the price (expressed as
a percentage of the aggregate principal amount thereof) at which such Note will
be issued (the "Issue Price"); (iii) the date on which such Note will be issued
(the "Original Issue Date"); (iv) the date on which such Note will mature (the
"Stated Maturity Date") and whether the Stated Maturity Date may be extended by
the Company, and if so, the Final Maturity Date (as defined below); (v) whether
such Note is a Fixed Rate Note or a Floating Rate Note; (vi) if such Note is a
Fixed Rate Note, the rate per annum at which such Note will bear interest, if
any, the interest payment date or dates and whether such rate may be changed by
the Company prior to the Stated Maturity Date; (vii) if such Note is a Floating
Rate Note, the Base Rate, the Initial Interest Rate, the Interest Reset Period,
the Interest Reset Dates, the Interest Payment Period, the Interest Payment
Dates, the Index Maturity, the Maximum Interest Rate, if any, the Minimum
Interest Rate, if any, the Spread, if any, the Spread Multiplier, if any (all as
defined below), and any other terms relating to the particular method of
calculating the interest rate for such Note, and whether any such Spread or
Spread Multiplier may be changed by the Company prior to the Stated Maturity
Date; (viii) whether such Note is an Original Issue Discount Note, and if so,
the yield to maturity; (ix) whether such Note is a Currency Indexed Note or an
Other Indexed Note; (x) if such Note is a Currency Indexed Note, the Specified
Currency, the Indexed Currency, the Face Amount, the Base Exchange Rate, the
Base Interest Rate, if any, the Determination Agent and the Reference Dealers
(all as defined below) relating to such Currency Indexed Note and certain other
information relating to Currency Indexed Notes; (xi) if such Note is an Other
Indexed Note, the method by which the amount of principal payable at the Stated
Maturity Date and/or the interest payable on each Interest Payment Date and at
the Stated Maturity Date shall be determined and other information relating to
Other Indexed Notes; (xii) whether such Note may be redeemed at the option of
the Company, or repaid at the option of the holder, prior to the Stated Maturity
Date and, if so, the provisions relating to such redemption or repayment; (xiii)
whether such Note will be issued initially as a Book-Entry Note or a
Certificated Note; and (xiv) any other terms of such Note not inconsistent with
the provisions of the Indenture.
Payment of Principal and Interest
The principal of and any premium and interest on each Note are payable by
the Company in U.S. dollars, unless otherwise specified in the applicable
Pricing Supplement. If the Specified Currency for a Note is other than U.S.
dollars, the Company will, unless otherwise specified in the applicable
Pricing Supplement, appoint an agent (initially Harris Trust and Savings Bank)
(the "Exchange Rate Agent") to determine the exchange rate for converting all
payments in respect of such Note into U.S. dollars in the manner described in
the following paragraph and to perform such conversion on behalf of the
Company. Notwithstanding the foregoing, the holder of a Note denominated in a
Specified Currency other than U.S. dollars may (if the Note or the applicable
Pricing Supplement so indicates) elect to receive all such payments in the
Specified Currency by delivery of a written request to the Trustee, 111 West
Monroe Street, Chicago, Illinois 60690, which must be received by the Trustee
on or prior to the applicable Record Date (as defined below) or at least 15
calendar days prior to maturity or earlier redemption or repayment, as the
case may be. Such election shall remain in effect unless and until changed by
written notice to the Trustee, but the Trustee must receive written notice of
any such change on or prior to the applicable Record Date or at least 15
calendar days prior to maturity or earlier redemption or repayment, as the
case may be. In the absence of manifest error, all determinations
S-3
<PAGE>
by the Exchange Rate Agent shall be conclusive for all purposes and binding on
the Company and the holders of Notes. Until the Notes are paid or payment
thereof is duly provided for, the Company will, at all times, maintain a paying
agent in The City of New York capable of performing the duties described herein
to be performed by the Paying Agent. The Company has initially appointed the
Trustee and Harris Trust Company of New York as Paying Agents. An office of a
Paying Agent in The City of New York for all purposes relating to the Notes (the
"Notes Office") is located at the date hereof at 77 Water Street, New York, New
York 10005.
Unless otherwise specified in the applicable Pricing Supplement, in the
case of a Note denominated in a Specified Currency other than U.S. dollars,
unless the holder has elected otherwise, payment in respect of such Note shall
be made in U.S. dollars based upon the exchange rate as determined by the
Exchange Rate Agent based on the highest firm bid quotation expressed in U.S.
dollars received by such Exchange Rate Agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment
date, from three recognized foreign exchange dealers in The City of New York
selected by the Exchange Rate Agent and approved by the Company (one of which
may be the Exchange Rate Agent) for the purchase by the quoting dealer, for
settlement on such payment date, of the aggregate amount of the Specified
Currency payable on such payment date in respect of all Notes denominated in
such Specified Currency on which payments are to be made in U.S. dollars. If
no such bid quotations are available, payments will be made in the Specified
Currency, unless such Specified Currency is unavailable due to the imposition
of exchange controls or to other circumstances beyond the Company's control,
in which case payment will be made as described below under "Currency
Risks--Payment Currency." All currency exchange costs will be borne by the
holders of such Notes by deductions from such payments.
Unless otherwise specified in the applicable Pricing Supplement, payments in
U.S. dollars of interest on Certificated Notes (other than interest payable at
maturity or upon earlier redemption or repayment) will be made by mailing a
check to the holder at the address of such holder appearing on the security
register for the Notes on the applicable Record Date. Notwithstanding the
foregoing, a holder of $10,000,000 or more in aggregate principal amount of
Certificated Notes of like tenor and terms (or a holder of the equivalent
thereof in a Specified Currency other than U.S. dollars) shall be entitled to
receive such payments in U.S. dollars by wire transfer of immediately available
funds, but only if appropriate payment instructions have been received in
writing by the Paying Agent not less than 15 calendar days prior to the
applicable Interest Payment Date. Simultaneously with the election by any holder
to receive payments in a Specified Currency other than U.S. dollars (by written
request to the Trustee, as provided above), such holder shall provide
appropriate payment instructions to the Paying Agent, and all such payments of
interest will be made in immediately available funds to an account maintained by
the payee denominated in the Specified Currency. Unless otherwise specified in
the applicable Pricing Supplement, payments of principal, premium, if any, and
interest on the Certificated Notes will be made, if at maturity or upon earlier
redemption, then on the maturity date or the date fixed for redemption, as
applicable, upon surrender of the Notes accompanied by appropriate wire
instructions at the Notes Office, and if upon repayment prior to maturity, then
on the applicable date for repayment, provided the holder shall have complied
with the requirements for repayment set forth herein and in the Notes. See
"Redemption and Repayment." All such payments shall be made in immediately
available funds, provided that the Certificated Notes to be paid are presented
to the Notes Office in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures. Beneficial owners of Book-Entry
Notes will be paid in accordance with the Depositary's and its participants'
procedures in effect from time to time as described under "Book-Entry System"
below.
Unless otherwise specified in the applicable Pricing Supplement, if the
principal of any Original Issue Discount Note is declared to be due and
payable immediately as described in the Prospectus under "Description of Debt
Securities--Events of Default," the amount of principal due and payable with
respect to such Note shall be the Amortized Face Amount of such Note as of the
date of such declaration. The "Amortized Face Amount" of an Original Issue
Discount Note shall be an amount equal to (i) the Issue Price set forth in the
applicable Pricing Supplement plus (ii) the portion of the difference, if any,
between the Issue Price and the principal amount of such Note that has accrued
at the yield to maturity set forth in the Pricing Supplement (computed in
accordance with generally accepted United States bond yield computation
principles) to such date of declaration, but in no event shall the Amortized
Face Amount of an Original Issue Discount Note exceed its principal amount.
The record date (the "Record Date") with respect to any Interest Payment Date
shall be the date (whether or not a Business Day) 15 calendar days (unless
otherwise specified in the applicable Pricing Supplement) immediately
preceding such Interest Payment Date. Interest payable and punctually paid or
duly provided for on any Interest Payment Date will be paid to the person in
whose name a Note is registered at the close of business on the Record Date
immedi-
S-4
<PAGE>
ately preceding such Interest Payment Date; provided, however, that
unless otherwise specified in the applicable Pricing Supplement, the first
payment of interest on any Note with an Original Issue Date between a Record
Date and an Interest Payment Date or on an Interest Payment Date will be made
on the Interest Payment Date following the next succeeding Record Date to the
registered holder on such next succeeding Record Date; and provided, further,
that interest payable at maturity or upon earlier redemption or repayment will
be payable to the person to whom principal shall be payable.
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculations will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point (with five
one-millionths of a percentage point being rounded upward) and all currency or
currency unit amounts used in or resulting from such calculation on the Notes
will be rounded to the nearest one-hundredth of a unit (with .005 of a unit
being rounded upward).
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application. Under present New York law, the maximum
rate of interest is 25% per annum on a simple interest basis. This limit may
not apply to Notes in which $2,500,000 or more has been invested.
Fixed Rate Notes
Each Fixed Rate Note will bear interest from its Original Issue Date at
the rate per annum stated on the face thereof until the principal amount
thereof is paid or payment thereof is duly provided for, except as described
below under "Subsequent Interest Periods" and "Extension of Maturity." The
Pricing Supplement relating to each Fixed Rate Note will indicate whether
interest on such Fixed Rate Note will be payable semiannually each May 15 and
November 15 or annually each July 15 (each an "Interest Payment Date") and at
maturity or upon earlier redemption or repayment. Each payment of interest in
respect of an Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date. Unless otherwise specified in the
applicable Pricing Supplement, interest on Fixed Rate Notes will be computed
on the basis of a 360-day year of twelve 30-day months. If any Interest
Payment Date or the Stated Maturity Date (or the date of redemption or
repayment) of a Fixed Rate Note falls on a day that is not a Business Day, the
payment will be made on the next Business Day as if it were made on the date
such payment was due, and no interest will accrue on the amount so payable for
the period from and after such Interest Payment Date or the Stated Maturity
Date (or the date of redemption or repayment), as the case may be.
Floating Rate Notes
Each Floating Rate Note will bear interest from its Original Issue Date at
rates determined by reference to the Base Rate plus or minus the Spread, if any,
or multiplied by the Spread Multiplier, if any (each as specified in the
applicable Pricing Supplement), until the principal thereof is paid or payment
thereof is duly provided for. The "Spread" is the number of basis points (one
basis point equals one-hundredth of a percentage point) specified in the
applicable Pricing Supplement as being applicable to such Note, and the "Spread
Multiplier" is the percentage specified in the applicable Pricing Supplement as
being applicable to such Note. Any Floating Rate Note may also have either or
both of the following: (i) a maximum numerical interest rate limitation, or
ceiling, on the rate of interest that may accrue during any interest period (the
"Maximum Interest Rate") and (ii) a minimum numerical interest rate limitation,
or floor, on the rate of interest that may accrue during any interest period
(the "Minimum Interest Rate"). The applicable Pricing Supplement will designate
one of the following Base Rates as applicable to each Floating Rate Note: (a)
the Commercial Paper Rate (a "Commercial Paper Rate Note"), (b) LIBOR (a "LIBOR
Note"), (c) the Treasury Rate (a "Treasury Rate Note"), (d) the CMT Rate (a
"CMT Rate Note"), (e) the CD Rate (a "CD Rate Note"), (f) the Federal Funds Rate
(a "Federal Funds Rate Note"), (g) the Prime Rate (a "Prime Rate Note") or (h)
such other Base Rate or interest rate formula as is specified in the applicable
Pricing Supplement.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually, annually or otherwise (such period
being the "Interest Reset Period" for such Note, and the first day of each
Interest Reset Period being an "Interest Reset Date"), as specified in the
applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, the Interest Reset Date will be, in the case of Floating
Rate Notes that reset daily, each Business Day, in the case of Floating Rate
Notes (other than Treasury Rate Notes) that reset weekly, Wednesday of each
week; in the case of Treasury Rate Notes that reset weekly, Tuesday of each
week (except as hereinafter provided); and in the case of all other Floating
Rate Notes, the first day of each Interest Payment Period. Unless
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otherwise specified in the applicable Pricing Supplement, in the case of
Floating Rate Notes that reset daily or weekly, if the Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day. Unless otherwise specified in
the applicable Pricing Supplement, in the case of Floating Rate Notes that reset
daily or weekly, the Interest Reset Period shall be from and including the
Original Issue Date or from and including the last date in respect of which
interest has been paid, as the case may be, to, and including, the Record Date
immediately preceding the applicable Interest Payment Date, and the interest
rate for each day following the Record Date to, but excluding, the Interest
Payment Date, shall be the rate in effect on such Record Date.
Interest on each Floating Rate Note will be payable monthly, quarterly,
semiannually, annually or as specified in the applicable Pricing Supplement
(the "Interest Payment Period"). Except as provided below or in the applicable
Pricing Supplement, the date or dates on which interest will be payable (each
an "Interest Payment Date") will be, in the case of Floating Rate Notes with a
monthly Interest Payment Period, the third Wednesday of each month; in the
case of Floating Rate Notes with a quarterly Interest Payment Period, the
third Wednesday of March, June, September and December; in the case of
Floating Rate Notes with a semiannual Interest Payment Period, the third
Wednesday of each of the two months specified in the applicable Pricing
Supplement; and in the case of Floating Rate Notes with an annual Interest
Payment Period, the third Wednesday of the month specified in the applicable
Pricing Supplement.
If any Interest Payment Date for any Floating Rate Note would fall on a
day that is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day with respect to
such Note, except that, in the case of a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Interest Payment Date will be the
immediately preceding day that is a Business Day with respect to such LIBOR
Note. If the Stated Maturity Date (or date of redemption or repayment) of any
Floating Rate Note would fall on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) may be made on the next
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the Stated Maturity Date (or the date of redemption or
repayment). Interest payments on each Interest Payment Date for Floating Rate
Notes will include accrued interest from and including the Original Issue Date
or from and including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, such Interest Payment Date,
except that at the Stated Maturity Date the interest payments will include
accrued interest from and including the Original Issue Date, or from and
including the last date in respect of which interest has been paid, as the
case may be, to, but excluding, the Stated Maturity Date.
Accrued interest will be calculated by multiplying the principal amount of
a Floating Rate Note by an accrued interest factor. Such accrued interest factor
will be computed by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated. Unless otherwise
specified in the applicable Pricing Supplement, the interest factor (expressed
as a decimal) for each such day will be computed by dividing the interest rate
applicable to such day by 360, in the case of Floating Rate Notes (other than
Treasury Rate Notes or CMT Rate Notes), or by the actual number of days in the
year, in the case of Treasury Rate Notes and CMT Rate Notes. The interest rate
in effect on each day will be (i) if such day is an Interest Reset Date, the
interest rate with respect to the Interest Determination Date (as defined below)
pertaining to such Interest Reset Date, or (ii) if such day is not an Interest
Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date, subject in either case to
any Maximum Interest Rate or Minimum Interest Rate limitation referred to above
and to any adjustment by a Spread and/or Spread Multiplier referred to above;
provided, however, that (a) the interest rate in effect for the period from the
Original Issue Date to the first Interest Reset Date set forth in the applicable
Pricing Supplement will be the "Initial Interest Rate" specified in the
applicable Pricing Supplement and (b) the interest rate in effect for the 10
calendar days immediately prior to maturity (or earlier redemption or repayment)
will be that in effect on the tenth calendar day preceding such maturity (or
earlier redemption or repayment).
Unless otherwise specified in the applicable Pricing Supplement, the
"Interest Determination Date" pertaining to an Interest Reset Date for
Commercial Paper Rate Notes, CD Rate Notes, Federal Funds Rate Notes, CMT Rate
Notes and Prime Rate Notes will be such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be
the second London Banking Day next preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date for a Treasury
Rate Note will be the day of the week in which such Interest Reset Date falls on
which Treasury bills of the Index Maturity specified on the face of such Note
are auctioned. Treasury bills are normally sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is normally
held on the following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an auction is so held on
the preceding Friday, such Friday will be the
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Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week. If an auction date shall fall on any Interest Reset
Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Business Day immediately following such auction date.
Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date is the tenth calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day.
Unless otherwise specified in the applicable Pricing Supplement, Harris
Trust and Savings Bank shall be the calculation agent (in such capacity, the
"Calculation Agent") with respect to Floating Rate Notes. Upon request of the
holder of any Floating Rate Note, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date with respect to such Floating
Rate Note.
"Index Maturity" is the particular maturity of the type of instrument or
obligation from which a Base Rate is calculated.
Commercial Paper Rate Notes
Each Commercial Paper Rate Note will bear interest at the interest rate
calculated with reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any, specified in such Note and in the applicable
Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Commercial Paper Rate" means, with respect to any Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on
such date for commercial paper having the Index Maturity designated in the
applicable Pricing Supplement as such rate is published by the Board of
Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication of such Board
("H.15(519)"), under the heading "Commercial Paper." If such rate is not
published by 9:00 a.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the Commercial Paper Rate shall be
the Money Market Yield of the rate on that Interest Determination Date for
commercial paper having the Index Maturity designated in the applicable
Pricing Supplement as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government
Securities" ("Composite Quotations") under the heading "Commercial Paper." If
such rate is not published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such
Interest Determination Date, then the Commercial Paper Rate for that Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered rates of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent as of 11:00 a.m., New York City time, on that Interest
Determination Date, for commercial paper having the Index Maturity designated
in the applicable Pricing Supplement placed for an industrial issuer whose
bond rating is "AA," or the equivalent, from a nationally recognized rating
agency; provided, however, that, if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate will be the Commercial Paper Rate in effect on the
Business Day immediately preceding such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
D X 360
Money Market Yield = ------------- X 100
360 - (D X M)
where "D" refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal; and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
LIBOR Notes
LIBOR Notes will bear interest at the rates (calculated with reference to
LIBOR and the Spread and/or Spread Multiplier, if any) specified in such LIBOR
Notes and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "LIBOR"
means the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) With respect to an Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is determined with
reference to LIBOR (a "LIBOR Interest Determination Date"),
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LIBOR will be either: (a) if "LIBOR Reuters" is specified in the applicable
Pricing Supplement, the arithmetic mean of the offered rates (unless the
specified Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index Currency
having the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately following such LIBOR
Interest Determination Date, that appear on the Designated LIBOR Page specified
in the applicable Pricing Supplement as of 11:00 a.m. London time, on such LIBOR
Interest Determination Date, if at least two such offered rates appear (unless,
as aforesaid, only a single rate is required) on such Designated LIBOR Page, or
(b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for
calculating LIBOR, the rate for deposits in the Index Currency having the Index
Maturity designated in the applicable Pricing Supplement, commencing on the
second London Business Day immediately following such LIBOR Interest
Determination Date that appears on the Designated LIBOR Page specified in the
applicable Pricing Supplement as of 11:OO a.m., London time, on such LIBOR
Interest Determination Date. If fewer than two such offered rates appear, or if
no such rate appears, as applicable, LIBOR in respect of the related LIBOR
Interest Determination Date will be determined in accordance with the provisions
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated in the applicable Pricing Supplement, commencing on the second London
Business Day immediately following such LIBOR Interest Determination Date, to
prime banks in the London interbank market at approximately 11:00 a.m., London
time, on such LIBOR Interest Determination Date and in a principal amount that
is representative for a single transaction in such Index Currency in such market
at such time. If at least two such quotations are provided, LIBOR determined on
such LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR determined on such
LIBOR Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center (which may include affiliates of the Agents) selected
by the Calculation Agent for loans in the Index Currency to leading European
banks, having the Index Maturity designated in the applicable Pricing Supplement
and in a principal amount that is representative for a single transaction in
such Index Currency in such market at such time; provided, however, that if the
banks so selected by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest Determination Date will be
LIBOR in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable
Pricing Supplement, the Index Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
in the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is
specified in the applicable Pricing Supplement or neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified as the method for calculating LIBOR, the display
on the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECU's, the Principal Financial Center shall be the City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Brussels, respectively.
Treasury Rate Notes
Each Treasury Rate Note will bear interest at the interest rate
calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any, specified in such Note and in the applicable Pricing
Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Treasury Rate" means, with respect to any Interest Determination Date, the
rate for the auction held on such date of direct obligations of the United
States
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("Treasury bills") having the Index Maturity designated in the
applicable Pricing Supplement as such rate is published in H.15(519) under the
heading "U.S. Government Securities--Treasury bills--auction average
(investment)" or, if such rate is not so published by 9:00 a.m., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
then the Treasury Rate shall be the auction average rate (expressed as a bond
equivalent yield, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) as otherwise made available by the United States
Department of the Treasury. If the results of the auction of Treasury bills
having the Index Maturity designated in the applicable Pricing Supplement are
not published or made available as provided above by 3:00 p.m., New York City
time, on such Calculation Date or if no such auction is held in a particular
week (or on the preceding Friday, if applicable), then the Treasury Rate for
that Interest Determination Date shall be calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent yield, on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity designated in the applicable
Pricing Supplement; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate will be the Treasury Rate in effect on the
Business Day immediately preceding such Interest Determination Date.
CMT Rate Notes
CMT Rate Notes will bear interest at the interest rate (calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CMT Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in an applicable Pricing Supplement, "CMT Rate"
means, with respect to any Interest Determination Date, the rate displayed for
the Index Maturity designated in such CMT Rate Note on Telerate Page 7055 for
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 p.m. EDT," for the applicable Interest
Determination Date (or such other page as may replace that page on such service
for the purpose of displaying rates or prices comparable to the CMT Rate, as
determined by the Calculation Agent). If such rate is not available by 3:00
p.m., New York City time, on the applicable Calculation Date, then the CMT Rate
for such Interest Determination Date shall be the bond equivalent yield to
maturity of the arithmetic mean (as calculated by the Calculation Agent) of the
secondary market bid rates, as of 3:00 p.m., New York City time, on the
applicable Interest Determination Date, reported, according to their written
records, by three leading primary United States goverment securities dealers in
The City of New York (each, a "Reference Dealer") selected by the Calculation
Agent, for the most recently issued direct noncallable fixed rate Treasury Bills
with an original maturity approximately equal to the applicable Index Maturity;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as mentioned in this sentence, the CMT Rate for
such Interest Determination Date will be the same as the CMT Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable on the CMT Rate Notes for which the
CMT Rate is being determined shall be the Initial Interest Rate).
CD Rate Notes
Each CD Rate Note will bear interest at the interest rate calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any,
specified in such Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the "CD
Rate" means, with respect to any Interest Determination Date, the rate on such
date for negotiable certificates of deposit having the Index Maturity
designated in the applicable Pricing Supplement as such rate is published in
H.15(519) under the heading "CDs (Secondary Market)" or, if such rate is not
so published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the CD Rate shall be the
rate on that Interest Determination Date for negotiable certificates of
deposit having the Index Maturity designated in the applicable Pricing
Supplement as published in Composite Quotations under the heading
"Certificates of Deposit." If such rate is not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CD Rate for that Interest Determination Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean
of the secondary market offered rates as of 10:00 a.m., New York City time, on
that Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit
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standing (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity designated in the applicable Pricing
Supplement in a denomination of U.S. $5,000,000; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the CD Rate will be the CD Rate in effect on the
Business Day immediately preceding such Interest Determination Date.
Federal Funds Rate Notes
Each Federal Funds Rate Note will bear interest at the interest rate
calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any, specified in such Note and in the applicable
Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Federal Funds Rate" means, with respect to any Interest Determination Date,
the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if such rate is not so published by
9:00 a.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Federal Funds Rate shall be the rate on
that Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate." If such rate is not published by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Federal Funds Rate for that Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the rates for the last transaction in overnight Federal
Funds arranged by three leading brokers of Federal Funds transactions in The
City of New York selected by the Calculation Agent as of 9:00 a.m., New York
City time, on that Interest Determination Date; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate will be the Federal Funds
Rate in effect on the Business Day immediately preceding such Interest
Determination Date.
Prime Rate Notes
Each Prime Rate Note will bear interest at the interest rate calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any, specified in such Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
"Prime Rate" means, with respect to any Interest Determination Date, the rate
on such date for the prime lending rate as published in H.15(519) under the
heading "Bank Prime Loan," or if such rate is not so published by 9:00 a.m.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Prime Rate shall be determined by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF Page (as
defined below) as such bank's prime rate or base lending rates as in effect
for that Interest Determination Date. If fewer than four such rates but more
than one such rate appear on the Reuters Screen NYMF Page for such Interest
Determination Date, the Prime Rate shall be determined by the Calculation
Agent and shall be the arithmetic mean of the prime rate quoted on the basis
of the actual number of days in the year divided by a 360-day year as of the
close of business on such Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent. If
fewer than two such rates appear on the Reuters Screen NYMF Page, the Prime
Rate shall be determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of the
United States, or any state thereof, having total equity capital of at least
U.S. $500,000,000 and being subject to supervision or examination by Federal
or State authority, selected by the Calculation Agent to provide such rate or
rates; provided, however, that if the banks selected as aforesaid are not
quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate
in effect on the Business Day immediately preceding such Interest
Determination Date. "Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such other page as
may replace the NYMF page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).
Currency Indexed Notes
General
The Company may from time to time offer Notes ("Currency Indexed Notes"),
the principal amount of which payable at the Stated Maturity Date and/or the
interest payable on each Interest Payment Date and at the Stated Maturity Date,
is determined by the rate of exchange between the Specified Currency and the
other currency or currency
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unit specified as the Indexed Currency (the "Indexed Currency") in the
applicable Pricing Supplement. Unless otherwise specified in the applicable
Pricing Supplement, holders of Currency Indexed Notes will be entitled to
receive a principal amount in respect of such Currency Indexed Notes exceeding
the amount designated as the face amount in respect of such Currency Indexed
Notes in the applicable Pricing Supplement (the "Face Amount") if, at the Stated
Maturity Date, the rate at which the Specified Currency can be exchanged for the
Indexed Currency is greater than the rate of such exchange designated as the
Base Exchange Rate, expressed in units of the Indexed Currency per one unit of
the Specified Currency, in the applicable Pricing Supplement (the "Base Exchange
Rate"), and will be entitled to receive a principal amount in respect of such
Currency Indexed Notes less than the Face Amount of such Currency Indexed Notes,
if, at the Stated Maturity Date, the rate at which the Specified Currency can be
exchanged for the Indexed Currency is less than such Base Exchange Rate, each
case determined as described below under "Payment of Principal and Interest."
Information as to the relative historical value of the applicable Specified
Currency against the applicable Indexed Currency, any exchange controls
applicable to such Specified Currency or Indexed Currency and the tax
consequences to holders will be set forth in the applicable Pricing Supplement.
See "Currency Risks."
Unless otherwise specified in the applicable Pricing Supplement, the term
"Exchange Rate Day" shall mean any day which is a Business Day in The City of
New York and (i) if the Specified Currency or Indexed Currency is any
currency or currency unit other than the U.S. dollar or the ECU, a Business
Day in the Principal Financial Center of the country of such Specified
Currency or Indexed Currency, or (ii) in the case of the ECU, a day which is
not a non-ECU clearing day as determined by the ECU Banking Association in
Paris.
Payment of Principal and Interest
Unless otherwise specified in the applicable Pricing Supplement, all
payments of interest will be converted into and payable by the Company in U.S.
dollars based on the Face Amount of the Currency Indexed Notes and at the rate
and times and in the manner set forth herein and in the applicable Pricing
Supplement, except for payments to holders entitled to elect to receive such
payments in the Specified Currency who make such an election.
Unless otherwise specified in the applicable Pricing Supplement,
principal of a Currency Indexed Note will be converted into and payable by the
Company in U.S. dollars (except as aforesaid) at the Stated Maturity Date in
an amount equal to the Face Amount of the Currency Indexed Note, plus or minus
an amount determined by the determination agent specified in the applicable
Pricing Supplement (the "Determination Agent") by reference to the difference
between the Base Exchange Rate and the rate at which the Specified Currency
can be exchanged for the Indexed Currency as determined on the second Exchange
Rate Day (the "Determination Date") prior to the Stated Maturity Date of such
Currency Indexed Note by the Determination Agent based upon the arithmetic
mean of the open market spot offer quotations for the Indexed Currency
obtained by the Determination Agent from the Reference Dealers (as defined
below) in The City of New York at 11:00 a.m., New York City time, on the
Determination Date, for an amount of Indexed Currency equal to the Face Amount
of such Currency Indexed Note multiplied by the Base Exchange Rate, for
settlement on the Stated Maturity Date (such rate of exchange, as so
determined and expressed in units of the Indexed Currency per one unit of the
Specified Currency, is hereafter referred to as the "Spot Rate"). If such
quotations from the Reference Dealers are not available on the Determination
Date due to circumstances beyond the control of the Company or the
Determination Agent, the Spot Rate will be determined on the basis of the most
recently available quotations from the Reference Dealers. The principal amount
of the Currency Indexed Notes determined by the Determination Agent to be
payable at the Stated Maturity Date will be payable to the holders thereof in
the manner set forth herein and in the applicable Pricing Supplement. As used
herein, the term "Reference Dealers" shall mean the three banks or firms
specified as such in the applicable Pricing Supplement or, if any of them
shall be unwilling or unable to provide the requested quotations, such other
major money center bank or banks in The City of New York selected by the
Company, in consultation with the Determination Agent, to act as Reference
Dealer or Reference Dealers in replacement therefor. In the absence of
manifest error, the determination by the Determination Agent of the Spot Rate
and the principal amount of Currency Indexed Notes payable at the Stated
Maturity Date thereof shall be final and binding on the Company and the
holders of such Currency Indexed Notes.
Unless otherwise specified in the applicable Pricing Supplement, on the
basis of the aforesaid determination by the Determination Agent and the formulae
and limitations set forth below, (i) if the Base Exchange Rate equals the Spot
Rate for any Currency Indexed Note, then the principal amount of such Currency
Indexed Note payable at the Stated Maturity Date would be equal to the Face
Amount of such Currency Indexed Note; (ii) if the Spot Rate exceeds the Base
Exchange Rate (i.e., the Specified Currency has appreciated against the Indexed
Currency during the term of the Currency Indexed Note), then the principal
amount so payable would be greater than the Face Amount of such
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Currency Indexed Note up to an amount equal to twice the Face Amount of such
Currency Indexed Note; (iii) if the Spot Rate is less than the Base Exchange
Rate (i.e., the Specified Currency has depreciated against the Indexed Currency
during the term of the Currency Indexed Note) but is greater than one-half of
the Base Exchange Rate, then the principal amount so payable would be less than
the Face Amount of such Currency Indexed Note; and (iv) if the Spot Rate is less
than or equal to one-half of the Base Exchange Rate, then the Spot Rate will be
deemed to be one-half of the Base Exchange Rate and no principal amount of the
Currency Indexed Note would be payable at the Stated Maturity Date.
Unless otherwise specified in the applicable Pricing Supplement, the
formulae to be used by the Determination Agent to determine the principal
amount of a Currency Indexed Note payable at the Stated Maturity Date will be
as follows:
If the Spot Rate exceeds or equals the Base Exchange Rate, the principal
amount of a Currency Indexed Note payable at the Stated Maturity Date shall
equal:
Spot Rate - Base Exchange Rate
Face Amount + (Face Amount X ------------------------------).
Spot Rate
If the Base Exchange Rate exceeds the Spot Rate, the principal amount of
a Currency Indexed Note payable at the Stated Maturity Date (which shall, in
no event, be less than zero) shall equal:
Base Exchange Rate - Spot Rate
Face Amount - (Face Amount X ------------------------------).
Spot Rate
If the formulae set forth above are applicable to a Currency Indexed
Note, the maximum principal amount payable at the Stated Maturity Date in
respect of such a Currency Indexed Note would be an amount equal to twice the
Face Amount and the minimum principal amount payable would be zero.
Unless otherwise specified in the applicable Pricing Supplement, in the
event of any redemption or repayment of a Currency Indexed Note prior to its
Stated Maturity Date, the term "Stated Maturity Date" used above would refer
to the redemption or repayment date of such Currency Indexed Note.
Prospective investors should consult their own financial and legal
advisors as to the risks entailed by an investment in Currency Indexed Notes.
Such Currency Indexed Notes are not an appropriate investment for investors
who are unsophisticated with respect to foreign currency transactions. See
"Currency Risks--Exchange Rates and Exchange Controls."
Other Indexed Notes
The Company may from time to time offer Notes ("Other Indexed Notes"),
other than Currency Indexed Notes, the principal amount of which payable at
maturity and/or the interest thereon may be determined by reference to one or
more equity or other indices and/or formulae or the price of one or more
specified commodities or by such other methods or formulae as may be specified
by the Company in the applicable Pricing Supplement. The Pricing Supplement
relating to an Other Indexed Note will describe, as applicable, the method by
which the amount of principal and interest payable in respect of such Other
Indexed Note will be determined, certain special tax consequences to
holders of such Other Indexed Notes, certain risks associated with investments
in such Other Indexed Notes and other information relating to such Other
Indexed Notes.
CERTAIN INVESTMENT CONSIDERATIONS OF INDEXED NOTES
AN INVESTMENT IN CURRENCY INDEXED NOTES AND OTHER INDEXED NOTES
(COLLECTIVELY, "INDEXED NOTES") INDEXED, AS TO PRINCIPAL OR INTEREST OR BOTH, TO
ONE OR MORE VALUES OF CURRENCIES (INCLUDING EXCHANGE RATES BETWEEN CURRENCIES),
COMMODITIES OR INTEREST RATE INDICES ENTAILS SIGNIFICANT RISKS THAT ARE NOT
ASSOCIATED WITH SIMILAR INVESTMENTS IN A CONVENTIONAL FIXED-RATE DEBT SECURITY.
IF THE INTEREST RATE OF SUCH AN INDEXED NOTE IS SO INDEXED, IT MAY RESULT IN AN
INTEREST RATE THAT IS LESS THAN THAT PAYABLE ON A CONVENTIONAL FIXED-RATE DEBT
SECURITY ISSUED AT THE SAME TIME, INCLUDING THE POSSIBILITY THAT NO INTEREST
WILL BE PAID, AND, IF THE PRINCIPAL AMOUNT OF SUCH AN INDEXED NOTE IS SO
INDEXED, THE PRINCIPAL AMOUNT PAYABLE AT MATURITY MAY BE LESS THAN THE ORIGINAL
PURCHASE PRICE OF SUCH INDEXED NOTE IF ALLOWED PURSUANT TO THE TERMS OF SUCH
INDEXED NOTE, INCLUDING THE POSSIBILITY THAT NO PRINCIPAL WILL BE PAID. THE
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SECONDARY MARKET FOR SUCH INDEXED NOTES WILL BE AFFECTED BY A NUMBER OF FACTORS,
INDEPENDENT OF THE CREDITWORTHINESS OF THE COMPANY AND THE VALUE OF THE
APPLICABLE CURRENCY, COMMODITY OR INTEREST RATE INDEX, INCLUDING THE VOLATILITY
OF THE APPLICABLE CURRENCY, COMMODITY OR INTEREST RATE INDEX, THE TIME REMAINING
TO THE MATURITY OF SUCH INDEXED NOTES, THE AMOUNT OUTSTANDING OF SUCH INDEXED
NOTES AND MARKET INTEREST RATES. THE VALUE OF THE APPLICABLE CURRENCY, COMMODITY
OR INTEREST RATE INDEX DEPENDS ON A NUMBER OF INTERRELATED FACTORS, INCLUDING
ECONOMIC, FINANCIAL AND POLITICAL EVENTS, OVER WHICH THE COMPANY HAS NO CONTROL.
ADDITIONALLY, IF THE FORMULA USED TO DETERMINE THE PRINCIPAL AMOUNT OR INTEREST
PAYABLE WITH RESPECT TO SUCH INDEXED NOTES CONTAINS A MULTIPLE OR LEVERAGE
FACTOR, THE EFFECT OF ANY CHANGE IN THE APPLICABLE CURRENCY, COMMODITY OR
INTEREST RATE INDEX WILL BE INCREASED. THE HISTORICAL EXPERIENCE OF THE RELEVANT
CURRENCIES, COMMODITIES OR INTEREST RATE INDICES SHOULD NOT BE TAKEN AS AN
INDICATION OF FUTURE PERFORMANCE OF SUCH CURRENCIES, COMMODITIES OR INTEREST
RATE INDICES DURING THE TERM OF ANY INDEXED NOTE. THE CREDIT RATINGS ASSIGNED TO
THE COMPANY'S MEDIUM-TERM NOTE PROGRAM ARE A REFLECTION OF THE COMPANY'S CREDIT
STATUS, AND, IN NO WAY, ARE A REFLECTION OF THE POTENTIAL IMPACT OF THE FACTORS
DISCUSSED ABOVE, OR ANY OTHER FACTORS, ON THE MARKET VALUE OF THE INDEXED NOTES.
ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL
ADVISORS AS TO THE RISK ENTAILED BY AN INVESTMENT IN SUCH INDEXED NOTES AND THE
SUITABILITY OF SUCH INDEXED NOTES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.
There will be no adjustment or change in the terms of Currency Indexed
Notes in the event that exchange rates should become fixed, or in the event of
any devaluation or revaluation or imposition of exchange or other regulatory
controls or taxes, or in the event of other developments affecting the U.S.
dollar or any applicable currency unit.
Subsequent Interest Periods
The Pricing Supplement relating to each Note will indicate whether the
Company has the option with respect to such Note to reset the interest rate, in
the case of a Fixed Rate Note, or to reset the Spread and/or Spread Multiplier,
in the case of a Floating Rate Note, and, if so, (i) the date or dates on which
such interest rate or such Spread and/or Spread Multiplier, as the case may be,
may be reset (each an "Optional Reset Date") and (ii) the basis or formula, if
any, for such resetting.
The Company may exercise such option with respect to a Note by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date for such Note. Not later than 40 days prior to such Optional
Reset Date, the Trustee will mail to the holder of such Note a notice (the
"Reset Notice"), first class, postage prepaid, setting forth (i) the election of
the Company to reset the interest rate, in the case of a Fixed Rate Note, or the
Spread and/or Spread Multiplier, in the case of a Floating Rate Note, (ii) such
new interest rate or such new Spread and/or Spread Multiplier, as the case may
be, and (iii) the provisions, if any, for redemption during the period from such
Optional Reset Date to the next Optional Reset Date or, if there is no such next
Optional Reset Date, to the Stated Maturity Date of such Note (each such period
a "Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a Note, the Company may, at its option, revoke the interest rate,
in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the
case of a Floating Rate Note, in either case provided for in the Reset Notice
and establish a higher interest rate, in the case of a Fixed Rate Note, or a
higher Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for
the Subsequent Interest Period commencing on such Optional Reset Date by mailing
or causing the Trustee to mail notice of such higher interest rate or higher
Spread and/or Spread Multiplier, as the case may be, first class, postage
prepaid, to the holder of such Note. Such notice shall be irrevocable. All Notes
with respect to which the interest rate or Spread and/or Spread Multiplier is
reset on an Optional Reset Date will bear such higher interest rate, in the case
of a Fixed Rate Note, or higher Spread and/or Spread Multiplier, in the
case of a Floating Rate Note.
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If the Company elects to reset the interest rate or the Spread and/or
Spread Multiplier of a Note, the holder of such Note may, if provided for in the
applicable Pricing Supplement, have the option to elect repayment of such Note
by the Company on any Optional Reset Date at a price equal to the principal
amount thereof plus any accrued interest to such Optional Reset Date. In order
for a Note to be so repaid on an Optional Reset Date, the holder thereof must
follow the procedures set forth below under "Redemption and Repayment" for
optional repayment, except that the period for delivery of such Note or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that a holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to the Trustee,
revoke any such tender for repayment until the close of business on the tenth
day prior to such Optional Reset Date.
Extension of Maturity
The Pricing Supplement relating to each Note will indicate whether the
Company has the option to extend the Stated Maturity Date of such Note for one
or more whole year periods (each an "Extension Period") up to but not beyond
the date (the "Final Maturity Date") set forth in such Pricing Supplement and
the basis or formula, if any, for setting the interest rate or the Spread and/or
Spread Multiplier, as the case may be, applicable to any such Extension
Period.
The Company may exercise such option with respect to a Note by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to
the Stated Maturity Date of such Note in effect prior to the exercise of such
option (the "Original Stated Maturity Date"). No later than 40 days prior to
the Original Stated Maturity Date, the Trustee will mail to the holder of such
Note a notice (the "Extension Notice") relating to such Extension Period,
first class, postage prepaid, setting forth (i) the election of the Company to
extend the Stated Maturity Date of such Note, (ii) the new Stated Maturity
Date, (iii) in the case of a Fixed Rate Note, the interest rate applicable to
the Extension Period or, in the case of a Floating Rate Note, the Spread and/or
Spread Multiplier applicable to the Extension Period, and (iv) the provisions,
if any, for redemption during the Extension Period, including the date or
dates on which or the period or periods during which and the price or prices
at which such redemption may occur during the Extension Period. Upon the
mailing by the Trustee of an Extension Notice to the holder of a Note, the
Stated Maturity Date of such Note shall be extended automatically as set forth
in the Extension Notice, and, except as modified by the Extension Notice and
as described in the next paragraph, such Note will have the same terms as
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity Date for a Note, the Company may, at its option, revoke the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in the Extension
Notice and establish a higher interest rate, in the case of a Fixed Rate Note,
or a higher Spread and/or Spread Multiplier, in the case of a Floating Rate
Note, for the Extension Period by mailing or causing the Trustee to mail notice
of such higher interest rate or higher Spread and/or Spread Multiplier, as the
case may be, first class, postage prepaid, to the holder of such Note. Such
notice shall be irrevocable. All Notes with respect to which the Stated Maturity
Date is extended will bear such higher interest rate, in the case of a Fixed
Rate Note, or higher Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period.
If the Company elects to extend the Stated Maturity Date of a Note, the
holder of such Note may, if provided for in the applicable Pricing Supplement,
have the option to elect repayment of such Note by the Company on the Original
Stated Maturity Date at a price equal to the principal amount thereof plus any
accrued interest to such date. In order for a Note to be so repaid on the
Original Stated Maturity Date, the holder thereof must follow the procedures
set forth below under "Redemption and Repayment" for optional repayment,
except that the period for delivery of such Note or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Stated Maturity Date and except that a holder who has tendered a Note for
repayment pursuant to an Extension Notice may, by written notice to the
Trustee, revoke any such tender for repayment until the close of business on
the tenth day prior to the Original Stated Maturity Date.
Redemption and Repayment
The Pricing Supplement relating to each Note will indicate either that
such Note cannot be redeemed prior to maturity or that such Note will be
redeemable at the option of the Company on a date or dates specified prior to
maturity at a price or prices set forth in the applicable Pricing Supplement,
together with accrued interest to the date of redemption. Unless otherwise
specified in the applicable Pricing Supplement, the Notes will not be subject
to any
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sinking fund. The Company may redeem any of the Notes that are
redeemable and remain outstanding either in whole or from time to time in
part, upon not less than 30 nor more than 60 days notice. If less than all of
the Notes having the same terms (except as to principal amount and date of
issuance) are to be redeemed, the Notes to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate.
The Pricing Supplement relating to each Note will indicate either that
such Note cannot be repaid prior to maturity or that such Note will be
repayable at the option of the holder on a date or dates specified prior to
maturity at a price or prices set forth in the applicable Pricing Supplement,
together with accrued interest to the date of repayment.
In order for a Note to be repaid, the Paying Agent must receive at least 30
days but not more than 45 days prior to the repayment date (a) appropriate wire
instructions and (b) either (i) the Note with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States setting forth the name of the holder of the
Note, the principal amount of the Note, the portion of the principal amount of
the Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be repaid with the form
entitled "Option to Elect Repayment" on the reverse of the Note duly completed
will be received by the Paying Agent not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and such Note and
form duly completed must be received by the Paying Agent by such fifth Business
Day. Exercise of the repayment option by the holder of a Note shall be
irrevocable, except as otherwise provided under "Subsequent Interest Periods"
and "Extension of Maturity." The repayment option may be exercised by the holder
of a Note for less than the entire principal amount of the Note provided that
the principal amount of the Note remaining outstanding after repayment is an
authorized denomination. No transfer or exchange of any Note (or, in the event
that any Note is to be repaid in part, the portion of the Note to be repaid)
will be permitted after exercise of a repayment option. All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.
If a Note is represented by the Master Security (as defined below), the
Depositary's nominee will be the holder of such Note and therefore will be the
only entity that can exercise a right to repayment. In order to ensure that
the Depositary's nominee will timely exercise a right to repayment with
respect to a particular Note, the beneficial owner of such Note must instruct
the Direct Participant or Indirect Participant (as such terms are defined
below) through which it holds an interest in such Note to notify the
Depositary of its desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the Direct or Indirect
Participant through which it holds an interest in a Note in order to ascertain
the cut-off time by which such an instruction must be given in order for
timely notice to be delivered to the Depositary.
Notwithstanding anything in this Prospectus Supplement to the contrary,
unless otherwise specified in the applicable Pricing Supplement, if a Note is
an Original Issue Discount Note, the amount payable on such Note in the event
of redemption or repayment prior to its Stated Maturity Date shall be the
Amortized Face Amount of such Note as of the date of redemption or the date of
repayment, as the case may be.
Repurchase
The Company may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the Trustee
for cancellation.
Book-Entry System
Upon issuance, all Book-Entry Notes will be represented by a single
master security (the "Master Security"). The Master Security representing
Book-Entry Notes will be deposited with, or on behalf of, the Depositary and
registered in the name of the Depositary or its nominee. Book-Entry Notes will
not be exchangeable for Certificated Notes at the option of the holder and,
except as set forth below, will not otherwise be issuable in definitive form.
Unless otherwise specified in the applicable Pricing Supplement, DTC will be
the Depositary. Unless otherwise specified in the applicable Pricing
Supplement, Notes denominated in a Specified Currency will not be issuable in
book-entry form. To the extent Book-Entry Notes are denominated in a Specified
Currency, DTC has elected to have payments of principal and interest on such
Notes made in U.S. dollars unless notified by any of its Participants (as
defined below) through which an interest in such Notes is held that it elects
to receive such payment of principal or interest in a Specified Currency.
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DTC has advised the Company and the Agents as follows: DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. "Direct Participants"
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Access to the DTC system is also
available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The Rules
applicable to DTC and its Participants are on file with the Securities and
Exchange Commission.
Purchases of Book-Entry Notes under the DTC system must be made by or
through Direct Participants. Upon the issuance by the Company of Book-Entry
Notes represented by the Master Security, the Depositary will credit, on its
book-entry system, the respective principal amounts of the Book-Entry Notes
represented by the Master Security to the accounts of Participants. The
accounts to be credited shall be designated by the Agents or underwriters of
such Book-Entry Notes, by certain other agents of the Company or by the
Company if such Book-Entry Notes are offered and sold directly by the Company.
The ownership interest of each actual purchaser of each Note (a "Beneficial
Owner") will be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the
Notes are expected to be effected by entries made on the books of Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in Notes, except as set
forth below. To facilitate subsequent transfers, all Notes deposited by
Participants with DTC will be registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Notes with DTC and their registration in
the name of Cede & Co. will not effect any change in beneficial ownership. The
laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Book-Entry Notes represented
by the Master Security.
So long as the Depositary for the Master Security, or its nominee, is the
registered owner of the Master Security, the Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Book-Entry
Notes represented by such Master Security for all purposes under the
Indenture. Except as provided below, owners of beneficial interests in
Book-Entry Notes represented by the Master Security will not be entitled to
have Book-Entry Notes represented by such Master Security registered in their
names, will not receive or be entitled to receive physical delivery of
Book-Entry Notes in definitive form and will not be considered the owners or
holders thereof under the Indenture. Unless and until it is exchanged in whole
or in part for individual certificates evidencing the Book-Entry Notes
represented thereby, the Master Security may not be transferred except as a
whole by the Depositary for the Master Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by the Depositary or any nominee to a successor
Depositary or any nominee of such successor.
The Company expects that conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. In
addition, neither DTC nor Cede & Co. will consent or vote with respect to
Notes. The Company has been advised that DTC's usual procedure is to mail an
omnibus proxy to the Company as soon as possible after the record date with
respect to such consent or vote. The omnibus proxy would assign Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Notes are credited on such record date (identified in a listing attached to
the omnibus proxy).
Payments of principal of and interest, if any, on the Book-Entry Notes
represented by the Master Security registered in the name of the Depositary or
its nominee will be made by the Company through the Paying Agent to the
Depositary or its nominee, as the case may be, as the registered owner of the
Master Security. Neither the Company, the Trustee, any Paying Agent nor the
registrar for the Notes will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the Master Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
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The Company has been advised that DTC will credit the accounts of Direct
Participants with payment in amounts proportionate to their respective
holdings in principal amount of interest in the Master Security as shown on
the records of DTC. The Company has been advised that DTC's practice is to
credit Direct Participants' accounts on the applicable payment date unless DTC
has reason to believe that it will not receive payment on such date. The
Company expects that payments by Participants to Beneficial Owners will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers. Such payments
will be the responsibility of such Participants.
The Company may at any time and in its sole discretion determine not to
use the Depositary's book-entry system with respect to the Master Security and
elect to use Global Securities, as described in the following sentence. In
such event, upon issuance, all Book-Entry Notes having the same Specified
Currency, Original Issue Date, Stated Maturity Date, reset, extension,
redemption and repayment provisions, Interest Payment Period, Interest Payment
Dates, Record Dates, and, in the case of Fixed Rate Notes, interest rate, or,
in the case of Floating Rate Notes, Base Rate, Initial Interest Rate, Index
Maturity, Interest Reset Period, Interest Reset Dates, Spread and/or Spread
Multiplier, if any, Maximum Interest Rate, if any, and Minimum Interest Rate,
if any, and in the case of Fixed Rate Notes or Floating Rate Notes that are
also Currency Indexed Notes, Specified Currency, Indexed Currency, Face Amount
and Base Exchange Rate or that are also Other Indexed Notes, the same terms,
would be represented by a single global security (a "Global Security"). Each
Global Security representing Book-Entry Notes would be deposited with, or on
behalf of, DTC or such other Depositary as is specified in the applicable
Pricing Supplement, and registered in the name of the Depositary or its
nominee.
If the Depositary with respect to the Master Security is at any time
unwilling or unable to continue as Depositary and a successor Depositary is
not appointed by the Company within 90 days, the Company will issue
Certificated Notes in exchange for the Book-Entry Notes represented by the
Master Security. In addition, the Company may at any time and in its sole
discretion determine not to use the Depositary's book-entry system, and, in
such event, will issue Certificated Notes in exchange for the Book-Entry Notes
represented by the Master Security.
IMPORTANT CURRENCY INFORMATION
Unless otherwise specified in the applicable Pricing Supplement,
purchasers are required to pay for Notes in the Specified Currency in
immediately available funds. Currently, there are limited facilities in the
United States for conversion of U.S. dollars into foreign currencies or
currency units and vice versa, and it is believed that only a limited number
of U.S. banks offer foreign currency checking or savings account facilities in
the United States. However, if requested by a prospective purchaser of Notes
denominated in a Specified Currency other than U.S. dollars, the Agent
soliciting the offer to purchase will arrange for the conversion of U.S.
dollars into such Specified Currency to enable the purchaser to pay for such
Notes. Such requests must be made on or before the fifth Business Day
preceding the date of delivery of the Notes, or by such other date as
determined by such Agent. Each such conversion will be made by the relevant
Agent on such terms and subject to such conditions, limitations and charges as
such Agent may from time to time establish in accordance with its regular
foreign exchange practice. All costs of exchange will be borne by purchasers
of the Notes.
For purposes of determining whether the holders of the requisite
principal amount of outstanding Debt Securities have taken or authorized any
action under the Indenture, the principal amount of a Note denominated in a
Specified Currency other than the U.S. dollar at any time outstanding shall be
deemed to be the U.S. dollar equivalent, determined on the basis of the Market
Exchange Rate as of the date of the original issuance of such Note, of the
principal amount of such Note.
CURRENCY RISKS
Exchange Rates and Exchange Controls
An investment in a Note denominated in a Specified Currency other than the
currency of the country in which a purchaser is resident or the currency
(including any currency unit) in which a purchaser conducts its primary business
(the "home currency") entails significant risks that are not associated with a
similar investment in a security denominated in the home currency. Such risks
include, without limitation, the possibility of significant changes in rates of
exchange between the home currency and the Specified Currency and the
possibility of the imposition or modification of foreign exchange controls by
either the United States or foreign governments. Such risks generally depend on
factors over which the Company has no control, such as economic, financial,
political and military events and the
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supply of and demand for the relevant currencies. In recent years, rates of
exchange for certain currencies have been highly volatile, and such volatility
may be expected in the future. Fluctuations in any particular exchange rate that
have occurred in the past are not necessarily indicative, however, of
fluctuations in the rate that may occur during the term of any Note.
Depreciation of the Specified Currency in which a Note is denominated against
the relevant home currency would result in a decrease in the effective home
currency-equivalent yield of such Note below its coupon rate and in certain
circumstances could result in a loss to the investor on a home currency basis.
Foreign exchange rates can either be fixed by sovereign governments or
float. Exchange rates of most economically developed nations are permitted to
fluctuate in value relative to the U.S. dollar. National governments, however,
rarely voluntarily allow their currencies to float freely in response to
economic forces. Sovereign governments in fact use a variety of techniques, such
as intervention by a country's central bank or imposition of regulatory controls
or taxes, to affect the exchange rate of their currencies. Governments may also
issue a new currency to replace an existing currency or alter the exchange rate
or relative exchange characteristics by devaluation or revaluation of a
currency. Thus, a special risk in purchasing Notes that are denominated in a
foreign currency or currency unit is that their U.S. dollar equivalent yields
could be affected by governmental actions which could change or interfere with
theretofore freely determined currency valuation, fluctuations in response to
other market forces and the movement of currencies across borders.
Governments have from time to time imposed, and may in the future impose,
exchange controls that could affect the availability of a Specified Currency
for making payments with respect to a Note. There can be no assurances that
exchange controls will not restrict or prohibit payments in any currency or
currency unit. Even if there are no actual exchange controls, it is possible
that on a payment date with respect to any particular Note, the Specified
Currency for such Note would not be available to the Company to make payments
then due. In that event, the Company will make such payments in the manner set
forth under "Payment Currency."
THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO AND THE
ACCOMPANYING PROSPECTUS DO NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN
NOTES DENOMINATED IN A CURRENCY (INCLUDING ANY CURRENCY UNIT) OTHER THAN A
PROSPECTIVE PURCHASER'S HOME CURRENCY OR OF AN INVESTMENT IN CURRENCY INDEXED
NOTES. THE COMPANY BELIEVES THAT THESE RISKS ARE POTENTIALLY TOO VARIABLE TO
ASCERTAIN AND DESCRIBE WITH ANY REASONABLE DEGREE OF CERTAINTY AND THAT
PREPARATION OF A LIST OF EVERY POTENTIAL MATERIAL RISK, INCORPORATING EVERY
ECONOMIC, FINANCIAL, POLITICAL AND MILITARY CIRCUMSTANCE, AMONG OTHER THINGS,
WOULD BE IMPRACTICAL. PROSPECTIVE PURCHASERS SHOULD THEREFORE CONSULT THEIR
OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN
NOTES DENOMINATED IN A CURRENCY (INCLUDING ANY CURRENCY UNIT) OTHER THAN THEIR
PARTICULAR HOME CURRENCY OR BY AN INVESTMENT IN CURRENCY INDEXED NOTES. SUCH
NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR PERSONS WHO ARE UNSOPHISTICATED
WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
Unless otherwise provided, Notes denominated in a Specified Currency
other than the U.S. dollar or the ECU will not be sold in, or to residents of,
the country of the Specified Currency in which such Notes are denominated. The
information set forth in this Prospectus Supplement, any Pricing Supplement
and the accompanying Prospectus is directed to prospective purchasers who are
United States residents. The Company disclaims any responsibility to advise
prospective purchasers who are residents of countries other than the United
States with respect to any matters that may affect the purchase, holding or
receipt of payments of principal of or interest on Notes. Such persons should
consult their own legal and financial advisors with regard to such matters.
The Pricing Supplement relating to each Note denominated in a Specified
Currency other than U.S. dollars or any Currency Indexed Note will contain
information concerning relevant historical exchange rates for the applicable
Specified Currency and/or Indexed Currency, as the case may be, a description of
such currency or currencies and any exchange controls affecting such currency or
currencies. The information therein concerning exchange rates and exchange
controls, if any, is furnished as a matter of information only and should not be
regarded as indicative of the range of or trends in fluctuations in exchange
rates or of exchange controls that may be imposed in the future. The Company
disclaims any responsibility to advise prospective purchasers of changes in such
exchange rates or exchange controls after the date of any such Pricing
Supplement.
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Payment Currency
Except as set forth below, if payment on a Note is required to be made in
a Specified Currency other than U.S. dollars and on a payment date with
respect to such Note such currency or currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or currency unit or for the settlement of transactions by public
institutions of or within the international banking community, then all such
payments due on such payment date shall be made in U.S. dollars. The amount so
payable on any payment date in such foreign currency or currency unit shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on
the basis of the most recently available Market Exchange Rate for such
currency or currency unit, or as otherwise specified in the applicable Pricing
Supplement.
If payment on a Note is required to be made in ECU and on a payment date
with respect to such Note ECU are unavailable due to the imposition of
exchange controls or other circumstances beyond the Company's control, or are
no longer used in the European Monetary System, then all such payments due on
such payment date shall be made in U.S. dollars. The amount so payable on any
payment date in ECU shall be converted into U.S. dollars at a rate determined
by the Exchange Rate Agent as of the second Business Day prior to the date on
which such payment is due on the following basis: The component currencies of
the ECU for this purpose (the "Components") shall be the currency amounts that
were components of the ECU as of the last date on which ECU were used in the
European Monetary System. The equivalent of ECU in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalents of the Components. The
U.S. dollar equivalent of each of the Components shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market
Exchange Rate for the Components, or as otherwise indicated in the applicable
Pricing Supplement. Market Exchange Rates may fluctuate during the two
Business Days prior to the date on which payment is due. Such fluctuations may
adversely or favorably impact holders of such Notes.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the amounts
of those currencies as Components shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a
Component shall be replaced by amounts of such two or more currencies, each of
which shall have a value on the date of division equal to the amount of the
former component currency divided by the number of currencies into which that
currency was divided.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided
herein or in the applicable Pricing Supplement that any determination is
subject to approval by the Company) and, in the absence of manifest error,
shall be conclusive for all purposes and binding on holders of the Notes and
the Company, and the Exchange Rate Agent shall have no liability therefor.
Unless otherwise specified in the applicable Pricing Supplement, Notes
denominated in a Specified Currency other than U.S. dollars will provide that,
in the event of an official redenomination of the Specified Currency, the
obligations of the Company with respect to payments on such Notes shall, in
all cases, be deemed immediately following such redenomination to provide for
payment of that amount of the redenominated Specified Currency representing
the amount of such obligations immediately before such redenomination.
Foreign Currency Judgments
The Notes will be governed by and construed in accordance with the laws
of the State of New York. A judgment for money damages by courts (whether
state or Federal) in the United States, including a money judgment based on an
obligation expressed in a foreign currency or currency unit, will ordinarily
be rendered only in U.S. dollars. New York statutory law provides, however,
that in an action based on an obligation denominated in a currency other than
U.S. dollars a court shall render a judgment or decree in the foreign currency
of the underlying obligation and that the judgment or decree shall be
converted into U.S. dollars at the exchange rate prevailing on the date of
entry of the judgment or decree. It is not known whether the foregoing New
York statutory law would be applied (a) in any action based on an obligation
denominated in a currency unit or (b) by a Federal court sitting in the State
of New York.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the principal U.S. Federal tax consequences
resulting from the beneficial ownership of Notes by certain persons. This
summary does not purport to consider all the possible U.S. Federal tax conse-
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quences of the purchase, ownership or disposition of the Notes and is not
intended to reflect the individual tax position of any beneficial owner. It
deals only with Notes and currencies or composite currencies other than U.S.
dollars ("Foreign Currency") held as capital assets. It does not deal with
Currency Indexed Notes or Other Indexed Notes. Moreover, except as expressly
indicated, it addresses initial purchasers and does not address beneficial
owners with a special tax status or special tax situations, such as dealers in
securities or currencies, Notes (or Foreign Currency) held as a hedge against
currency risks or as part of a straddle with other investments or as part of a
"synthetic security" or other integrated investment (including a "conversion
transaction") comprised of a Note and one or more other investments, or
situations in which the functional currency of the beneficial owner is not the
U.S. dollar. Except to the extent discussed below under "Non-U.S. Holders",
this summary is not applicable to non-United States persons not subject to
U.S. Federal income tax on their worldwide income. This summary is based upon
the U.S. Federal tax laws and regulations as now in effect and as currently
interpreted and does not take into account possible changes in such tax
laws or such interpretations, any of which may be applied retroactively. It
does not include any description of the tax laws of any state, local or
foreign governments that may be applicable to the Notes or holders thereof.
Persons considering the purchase of Notes should consult their own tax
advisors concerning the application of the U.S. Federal tax laws to their
particular situations as well as any consequences to them under the laws of
any other taxing jurisdiction.
U.S. Holders
Payments of Interest
In general, interest on a Note, whether payable in U.S. dollars or a
Foreign Currency (other than certain payments on a Discount Note, as defined
and described below under "Original Issue Discount"), will be taxable to a
beneficial owner who or which is (i) a citizen or resident of the United
States, (ii) a corporation created or organized under the laws of the United
States or any State thereof (including the District of Columbia) or (iii) a
person otherwise subject to United States Federal income taxation on its
worldwide income (a "U.S. Holder") as ordinary income at the time it is
received or accrued, depending on the holder's method of accounting for tax
purposes. If an interest payment is denominated in or determined by reference
to a Foreign Currency, then special rules, described below under "Foreign
Currency Notes," apply.
Original Issue Discount
The following discussion summarizes the United States Federal income tax
consequences to holders of Notes issued with original issue discount ("OID").
The basic rules for reporting OID are contained in the Internal Revenue Code
of 1986, as amended (the "Code"). On February 4, 1994, the Treasury Department
published final regulations (the "OID Regulations"), which expand and
illustrate the rules provided by the Code.
Special rules apply to OID on a Discount Note that is denominated in
Foreign Currency. See "Foreign Currency Notes--Foreign Currency Discount
Notes."
General. A Note will be treated as issued with OID (a "Discount Note") if
the excess of the Note's "stated redemption price at maturity" over its issue
price is greater than a de minimus amount (set forth in the Code and the OID
Regulations). Generally, the issue price of a Note (or any Note that is part
of an issue of Notes) will be the first price at which a substantial amount of
Notes that are part of such issue of Notes are sold. Under the OID
Regulations, the "stated redemption price at maturity" of a Note is the sum of
all payments provided by the Note that are not payments of "qualified stated
interest." A "qualified stated interest" payment includes any stated interest
payment on a Note that is unconditionally payable at least annually at a
single fixed rate (or at certain floating rates) that appropriately takes into
account the length of the interval between stated interest payments. The
Pricing Supplement will state whether a particular issue of Notes will
constitute an issue of Discount Notes.
In general, if the excess of a Note's stated redemption price at maturity
over its issue price is de minimis, then such excess constitutes "de minimis
OID." Under the OID Regulations, unless the election described below under
"Election to Treat All Interest as Original Issue Discount" is made, such a Note
will not be treated as issued with OID (in which case the following paragraphs
under "Original Issue Discount" will not apply) and a U.S. Holder of such Note
will recognize capital gain with respect to such de minimis OID as stated
principal payments on the Note are made. The amount of such gain with respect to
each such payment will equal the product of the total amount of the Note's de
minimis OID and a fraction, the numerator of which is the amount of the
principal payment made and the denominator of which is the stated principal
amount of the Notes.
In certain cases, Notes that bear stated interest and are issued at par
may be deemed to bear OID for Federal income tax purposes, with the result
that the inclusion of interest in income for Federal income tax purposes may
vary
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from the actual cash payments of interest made on such Notes, generally
accelerating income for cash method taxpayers. Under the OID Regulations, a
Note may be a Discount Note where, among other things, (i) a Note bearing
interest at a floating rate (a "Floating Rate Note") provides for a maximum
interest rate or a minimum interest rate that is reasonably expected as of the
issue date to cause the yield on the debt instrument to be significantly less,
in the case of a maximum rate, or more, in the case of a minimum rate, than
the expected yield determined without the maximum or minimum rate, as the case
may be; (ii) a Floating Rate Note provides for significant front-loading or
back-loading of interest; or (iii) a Note bears interest at a floating rate in
combination with one or more other floating or fixed rates. Notice will be
given in the applicable Pricing Supplement when the Company determines that a
particular Note will be a Discount Note. Unless specified in the applicable
Pricing Supplement, Floating Rate Notes will not be Discount Notes.
The Code and the OID Regulations provide rules that require a U.S. Holder
of a Discount Note having a maturity of more than one year from its date of
issue to include OID in gross income before the receipt of cash attributable
to such income, without regard to the holder's method of accounting for tax
purposes. The amount of OID includible in gross income by a U.S. Holder of a
Discount Note is the sum of the "daily portions" of OID with respect to the
Discount Note for each day during the taxable year or portion of the taxable
year in which the U.S. Holder holds such Discount Note ("accrued OID"). The
daily portion is determined by allocating to each day in any "accrual period"
a pro rata portion of the OID allocable to that accrual period. Under the OID
Regulations, accrual periods with respect to a Note may be any set of periods
(which may be of varying lengths) selected by the U.S. Holder as long as (i)
no accrual period is longer than one year and (ii) each scheduled payment of
interest or principal on the Note occurs on the first day or final day of an
accrual period.
The amount of OID allocable to an accrual period equals the excess of (a)
the product of the Discount Note's adjusted issue price at the beginning of
the accrual period and the Discount Note's yield to maturity (determined on
the basis of compounding at the close of each accrual period and properly
adjusted for the length of the accrual period) over (b) the sum of any
payments of qualified stated interest on the Discount Note allocable to the
accrual period. The "adjusted issue price" of a Discount Note at the beginning
of the first accrual period is the issue price and at the beginning of any
accrual period thereafter is (x) the sum of the issue price of such Discount
Note, the accrued OID for each prior accrual period (determined without regard
to the amortization of any acquisition premium or bond premium, which are
discussed below), and the amount of any qualified stated interest on the Note
that has accrued prior to the beginning of the accrual period but is not
payable until a later date, less (y) any prior payments on the Discount Note
that were not qualified stated interest payments. If a payment (other than a
payment of qualified stated interest) is made on the first day of an accrual
period, then the adjusted issue price at the beginning of such accrual period
is reduced by the amount of the payment. If a portion of the initial purchase
price of a Note is attributable to interest that accrued prior to the Note's
issue date, the first stated interest payment on the Note is to be made within
one year of the Note's issue date and such payment will equal or exceed the
amount of pre-issuance accrued interest, then the U.S. Holder may elect to
decrease the issue price of the Note by the amount of pre-issuance accrued
interest, in which case a portion of the first stated interest payment will be
treated as a return of the excluded pre-issuance accrued interest and not as
an amount payable on the Note.
The OID Regulations contain certain special rules that generally allow
any reasonable method to be used in determining the amount of OID allocable to
a short initial accrual period (if all other accrual periods are of equal
length) and require that the amount of OID allocable to the final accrual
period equal the excess of the amount payable at the maturity of the Note
(other than any payment of qualified stated interest) over the Note's adjusted
issue price as of the beginning of such final accrual period. In addition, if
an interval between payments of qualified stated interest on a Note contains
more than one accrual period, then the amount of qualified stated interest
payable at the end of such interval is allocated pro rata (on the basis of
their relative lengths) between the accrual periods contained in the interval.
U.S. Holders of Discount Notes generally will have to include in income
increasingly greater amount of OID over the life of the Notes.
Acquisition Premium. A U.S. Holder that purchases a Note at its original
issuance for an amount in excess of its issue price but less than its stated
redemption price at maturity (any such excess being "acquisition premium"), and
that does not make the election described below under "Election to Treat All
Interest as Original Issue Discount," is permitted to reduce the daily portions
of OID by a fraction, the numerator of which is the excess of the U.S. Holder's
purchase price for the Note over the issue price, and the denominator of which
is the excess of the sum of all amounts
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payable on the Note after the purchase date, other than payments of qualified
stated interest, over the Note's issue price. Alternatively, a U.S. Holder may
elect to compute OID accruals as described under "Original Issue
Discount--General" above, treating the U.S. Holder's purchase price as the issue
price.
Optional Redemption. If the Company has an option to redeem a Note, or
the Holder has an option to cause a Note to be repurchased, prior to the
Note's stated maturity, such option will be presumed to be exercised if, by
utilizing any date on which such Note may be redeemed or repurchased as the
maturity date and the amount payable on such date in accordance with the terms
of such Note (the "redemption price") as the stated redemption price at
maturity, the yield on the Note would be (i) in the case of an option of the
Company, lower than its yield to stated maturity, or (ii) in the case of an
option of the Holder, higher than its yield to stated maturity. If such option
is not in fact exercised when presumed to be exercised, the Note would be
treated solely for OID purposes as if it were redeemed or repurchased, and a
new Note were issued, on the presumed exercise date for an amount equal to the
Note's adjusted issue price on that date.
Short-Term Notes. Under the Code, special rules apply with respect to OID
on Notes that mature one year or less from the date of issuance ("Short-Term
Notes"). In general, a cash basis U.S. Holder of a Short-Term Note is not
required to include OID in income as it accrues for United States Federal
Income tax purposes unless it elects to do so. Accrual basis U.S. Holders and
certain other U.S. Holders, including banks, regulated investment companies,
dealers, in securities and cash basis U.S. Holders who so elect, are required
to include OID in income as it accrues on Short-Term Notes on either a
straight-line basis or under the constant yield method (based on daily
compounding), at the election of the U.S. Holder. In the case of a U.S.
Holders not required and not electing to include OID in income currently, any
gain realized on the sale or retirement of Short-Term Notes will be ordinary
income to the extent of the OID accrued on a straight-line basis (unless an
election is made to accrue the original issue discount under the constant
yield method) through the date of sale or retirement. U.S. Holders who are not
required and do not elect to include OID on Short-Term Notes in income as it
accrues will be required to defer deductions for interest on borrowings
allocable to Short-Term Notes in an amount not exceeding the deferred income
until the deferred income is realized.
Any U.S. Holder of a Short-Term Note can elect to apply the rules in the
preceding paragraph taking into account the amount of "acquisition discount,"
if any, with respect to the Note (rather than the OID with respect to such
Note). Acquisition discount is the excess of the stated redemption price at
maturity of the Short-Term Note over the U.S. Holder's purchase price
therefor. Acquisition discount will be treated as accruing on a ratable basis
or, at the election of the U.S. Holder, on a constant-yield basis.
For purposes of determining the amount of OID subject to these rules, the
OID Regulations provide that no interest payments on a Short-Term Note are
qualified stated interest, but instead such interest payments are included in
the Short-Term Note's stated redemption price at maturity.
Notes Purchased at a Premium
Under the Code, a U.S. Holder that purchases a Note for an amount in
excess of its principal amount will not be subject to the OID rules and may
elect to treat such excess as "amortizable bond premium," in which case the
amount of qualified stated interest required to be included in the U.S.
Holder's income each year with respect to interest on the Note will be reduced
by the amount of amortizable bond premium allocable (based on the Note's yield
to maturity) to such year. Any election to amortize bond premium is applicable
to all bonds (other than bonds the interest on which is excludible from gross
income) held by the U.S. Holder at the beginning of the first taxable year to
which the election applies or thereafter acquired by the U.S. Holder, and may
not be revoked without the consent of the Internal Revenue Service ("IRS").
See also "Election to Treat All Interest as Original
Issue Discount."
Notes Purchased at a Market Discount
A Note, other than a Short-Term Note, will be treated as issued at a
market discount (a "Market Discount Note") if the amount for which a U.S.
Holder purchased the Note is less than the Note's issue price, subject to a de
minimis rule similar to the rule relating to de minimis OID described under
"Original Issue Discount--General."
In general, any gain recognized on the maturity or disposition of a
Market Discount Note will be treated as ordinary income to the extent that
such gain does not exceed the accrued market discount on such Note.
Alternatively, a U.S. Holder of a Market Discount Note may elect to include
market discount in income currently over the life of the Market Discount Note.
Such an election applies to all debt instruments with market discount acquired
by the electing
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U.S. Holder on or after the first day of the first taxable year to which the
election applies and may not be revoked without the consent of the IRS.
Market discount accrues on a straight-line basis unless the U.S. Holder
elects to accrue such discount on a constant yield to maturity basis. Such an
election is applicable only to the Note with respect to which it is made and
is irrevocable. A U.S. Holder of a Market Discount Note that does not elect to
include market discount in income currently generally will be required to
defer deductions for interest on borrowings allocable to such Note in an
amount not exceeding the accrued market discount on such Note until the
maturity or disposition of such Note.
The market discount rules do not apply to a Short-Term Note.
Election To Treat All Interest as Original Issue Discount.
Any U.S. Holder may elect to include in gross income all interest that
accrues on a Note using the constant yield method described above under the
heading "Original Issue Discount--General," with the modifications described
below. For purposes of this election, interest includes stated interest, OID,
de minimis OID, market discount acquisition discount, de minimis market
discount and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium.
In applying the constant yield method to a Note with respect to which
this election has been made, the issue price of the Note will equal the
electing U.S. Holder's adjusted basis in the Note immediately after its
acquisition, the issue date of the Note will be the date of its acquisition by
the electing U.S. Holder and no payments on the Note will be treated as
payments of qualified stated interest. This election is generally applicable
only to the Note with respect to which it is made and may not be revoked
without the consent of the IRS. If this election is made with respect to a
Note with amortizable bond premium, the electing U.S. Holder will be deemed to
have elected to apply amortizable bond premium against interest with respect
to all debt instruments with amortizable bond premium (other than debt
instruments the interest on which is excludible from gross income) held by
such electing U.S. Holder as of the beginning of the taxable year in which the
Note with respect to which the election is made is acquired or thereafter
acquired. The deemed election with respect to amortizable bond premium may not
be revoked without the consent of the IRS.
If the election described above to apply the constant yield method to all
interest on a Note is made with respect to a Market Discount Note, as defined
above, then the electing U.S. Holder will be treated as having made the
election discussed above under "Notes Purchased at a Market Discount" to
include market discount in income currently over the life of all debt
instruments held or thereafter acquired by such U.S. Holder.
Purchase, Sale and Retirement of the Notes
A U.S. Holder's tax basis in a Note will generally be its U.S. dollar cost
(which, in the case of a Note purchased with a foreign currency, will be the
U.S. dollar value of the purchase price on the date of purchase), increased by
the amount of any OID or market discount (or acquisition discount, in the case
of a Short-Term Note) included in the U.S. Holder's income with respect to the
Note and the amount, if any, of income attributable to de minimis OID included
in the U.S. Holder's income with respect to the Note, and reduced by the sum of
(i) the amount of any payments that are not qualified stated interest payments
and (ii) the amount of any amortizable bond premium applied to reduce interest
on the Note. A U.S. Holder generally will recognize gain or loss on the sale or
retirement of a Note equal to the difference between the amount realized on the
sale or retirement and the tax basis of the Note. The amount realized on a sale
or retirement for an amount in foreign currency will be the U.S. dollar value of
such amount on the date of sale or retirement. Except to the extent described
above under "Original Issue Discount--Short-Term Notes" or "Notes Purchased at a
Market Discount" or below under "Foreign Currency Notes--Exchange Gain or Loss,"
and except to the extent attributable to accrued but unpaid interest, gain or
loss recognized on the sale or retirement of a Note will be capital gain or loss
and will be long-term capital gain or loss if the Note was held for more than
one year.
Foreign Currency Notes
Interest Payments. If an interest payment is denominated in or determined
by reference to a Foreign Currency, the amount of income recognized by a cash
basis U.S. Holder will be the U.S. dollar value of the interest payment, based
on the exchange rate in effect on the date of receipt, regardless of whether the
payment is in fact converted into U.S. dollars. Accrual basis U.S. Holders may
determine the amount of income recognized with respect to such interest payment
in accordance with either of two methods. Under the first method, the amount of
income recognized will be based on the average exchange rate in effect during
the interest accrual period (or, with respect to an accrual period that spans
two taxable years, the partial period within the taxable year). Upon receipt of
an interest payment (including
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a payment attributable to accrued but unpaid interest upon the sale or
retirement of a Note) determined by reference to a Foreign Currency, an accrual
basis U.S. Holder will recognize ordinary income or loss measured by the
difference between such average exchange rate and the exchange rate in effect on
the date of receipt, regardless of whether the payment is in fact converted into
U.S. dollars. Under the second method, an accrual basis U.S. Holder may elect to
translate interest income into U.S. dollars at the spot exchange rate in effect
on the last day of the accrual period or, in the case of an accrual period that
spans two taxable years, at the exchange rate in effect on the last day of the
partial period within the taxable year. Additionally, if a payment of interest
is actually received within 5 business days of the last day of the accrual
period or taxable year, an accrual basis U.S. Holder applying the second method
may instead translate such accrued interest into U.S. dollars at the spot
exchange rate in effect on the day of actual receipt (in which case no exchange
gain or loss will result). Any election to apply the second method will apply to
all debt instruments held by the U.S. Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by the U.S.
Holder and may not be revoked without the consent of the IRS.
Exchange of Amounts in Other than U.S. Dollars. Foreign Currency received
as interest on a Note or on the sale or retirement of a Note will have a tax
basis equal to its U.S. dollar value at the time such interest is received or
at the time of such sale or retirement, as the case may be. Foreign Currency
that is purchased will generally have a tax basis equal to the U.S. dollar
value of the Foreign Currency on the date of purchase. Any gain or loss
recognized on a sale or other disposition of a Foreign Currency (including its
use to purchase Notes or upon exchange for U.S. dollars) will be ordinary
income or loss.
Foreign Currency Discount Notes. OID for any accrual period on a Discount
Note that is denominated in a Foreign Currency will be determined in the
Foreign Currency and the translated into U.S. dollars in the same manner as
stated interest accrued by an accrual basis U.S. Holder. Upon receipt of an
amount attributable to original issue discount (whether in connection with a
payment of interest or the sale or retirement of a Note), a U.S. Holder may
recognize ordinary income or loss.
Amortizable Bond Premium. In the case of a Note that is denominated in a
Foreign Currency, bond premium will be computed in units of Foreign Currency,
and amortizable bond premium will reduce interest income in units of the
Foreign Currency. At the time amortized bond premium offsets interest income,
a U.S. Holder may realize ordinary income or loss, measured by the difference
between exchange rates at that time and at the time of the acquisition of the
Notes.
Exchange Gain or Loss. Gain or loss recognized by a U.S. Holder on the
sale or retirement of a Note that is attributable to changes in exchange rates
will be treated as ordinary income or loss. However, exchange gain or loss is
taken into account only to the extent of total gain or loss realized on the
transaction.
Indexed Notes
The applicable Pricing Supplement will contain a discussion of any
special United States Federal income tax rules with respect to Currency
Indexed Notes or Other Indexed Notes.
Non-U.S. Holders
Subject to the discussion of backup withholding below, payments of
principal (and premium, if any) and interest (including OID) by the Company or
any agent of the Company (acting in its capacity as such) to any holder of a
Note that is not a U.S. Holder (a "Non-U.S. Holder") will not be subject to
U.S. Federal withholding tax, provided, in the case of interest (including
OID), that (i) the Non-U.S. Holder does not actually or constructively own 10%
or more of the total combined voting power of all classes of stock of the
Company entitled to vote, (ii) the Non-U.S. Holder is not a controlled foreign
corporation for U.S. tax purposes that is related to the Company (directly or
indirectly) through stock ownership and (iii) either (A) the Non-U.S. Holder
certifies to the Company or its agent under penalties of perjury that it is
not a United States person and provides its name and address or (B) a
securities clearing organization, bank or other financial institution that
holds customers' securities in the ordinary course of its trade or business (a
"financial institution") and holds the Note certifies to the Company or its
agent under penalties of perjury that such statement has been received from
the Non-U.S. Holder by it or by another financial institution and furnishes
the payor with a copy thereof.
If a Non-U.S. Holder is engaged in a trade or business in the United
States and interest (including OID) on the Note is effectively connected with
the conduct of such trade or business, the Non-U.S. Holder, although exempt
from the withholding tax discussed in the preceding paragraph, may be subject
to U.S. Federal income tax on such interest
S-24
<PAGE>
(or OID) in the same manner as if it were a U.S. Holder. In addition, if the
non-U.S. Holder is a foreign corporation, it may be subject to a branch profits
tax equal to 30% of its effectively connected earnings and profits for the
taxable year, subject to certain adjustments. For purposes of the branch profits
tax, interest (including OID) on a Note will be included in the earnings and
profits of such holder in such interest (or OID) is effectively connected with
the conduct by such holder of a trade or business in the United States. In lieu
of the certificate described in the preceding paragraph, such a holder must
provide the payor with a properly executed IRS Form 4224 to claim an exemption
from U.S. Federal withholding tax.
Any capital gain, market discount or exchange gain realized on the sale,
exchange, retirement or other disposition of a Note by a Non-U.S. Holder will
not be subject to U.S. Federal income or withholding taxes if (i) such gain is
not effectively connected with a U.S. trade or business of the Non-U.S. Holder
and (ii) in the case of an individual, such Non-U.S. Holder (A) is not present
in the United States for 183 days or more in the taxable year of the sale,
exchange, retirement or other disposition or (B) does not have a tax home (as
defined in Section 911(d)(3) of the Code) in the United States in the taxable
year of the sale, exchange, retirement or other disposition and the gain is
not attributable to an office or other fixed place of business maintained by
such individual in the United States.
Notes held by an individual who is neither a citizen nor a resident of
the United States for U.S. Federal tax purposes at the time of such
individual's death will not be subject to U.S. Federal estate tax, provided
that the income from such Notes was not or would not have been effectively
connected with a U.S. trade or business of such individual and that such
individual qualified for the exemption from U.S. Federal withholding tax
(without regard to the certification requirements) described above.
PURCHASERS OF NOTES WHO ARE NON-U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE POSSIBLE APPLICABILITY OF UNITED STATES
WITHHOLDING AND OTHER TAXES UPON INCOME REALIZED IN RESPECT OF THE NOTES.
Information Reporting and Backup Withholding
For each calendar year in which the Notes are outstanding, the Company is
required to provide the IRS with certain information, including the holder's
name, address and taxpayer identification number (either the holder's Social
Security number or its employer identification number, as the case may be),
the aggregate amount of principal and interest paid (including OID, if any) to
that holder during the calendar year and the amount of tax withheld, if any.
This obligation, however, does not apply with respect to certain U.S. Holders,
including corporations, tax-exempt organizations, qualified pension and profit
sharing trusts and individual retirement accounts.
In the event that a U.S. Holder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or underreports its tax liability, the
Company, its agents or paying agents or a broker may be required to "backup"
withhold a tax equal to 31% of each payment of interest (including OID) and
principal (and premium, if any) on the Notes. This backup withholding is not
an additional tax and may be credited against the U.S. Holder's U.S. Federal
income tax liability, provided that the required information is furnished to
the IRS.
Under current Treasury Regulations, backup withholding and information
reporting will not apply to payments made by the Company or any agent thereof
(in its capacity as such) to a Non-U.S. Holder of a Note if such holder has
provided the required certification that it is not a United States person as
set forth in clause (iii) in the first paragraph under "Non-U.S. Holders"
above, or has otherwise established an exemption (provided that neither the
Company nor its agent has actual knowledge that the holder is a United States
person or that the conditions of any exemption are not in fact satisfied).
Payment of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding, except that if the broker is a United States person, a controlled
foreign corporation for United States tax purposes or a foreign person 50
percent or more of whose gross income from all sources for the three-year
period ending with the close of its taxable year preceding the payment was
effectively connected with a U.S. trade or business, information reporting may
apply to such payments. Payment of the proceeds from a sale of a Note to or
through the U.S. office of a broker is subject to information reporting and
backup withholding unless the holder or beneficial owner certifies as to its
taxpayer identification number or otherwise establishes an exemption from
information reporting and backup withholding.
S-25
<PAGE>
PLAN OF DISTRIBUTION
The Notes are being offered on a continuous basis by the Company through
each of Salomon Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, each of
which has agreed to use its reasonable best efforts to solicit offers to
purchase Notes. The Company will pay each Agent a commission of .125% to .750%
of the principal amount of each Note sold through such Agent, unless otherwise
specified in the applicable Pricing Supplement, depending upon the maturity of
the Note. The Company may also sell Notes at a discount to an Agent for its
own account or for resale to one or more purchasers at varying prices related
to prevailing market prices at the time of resale or, if set forth in the
applicable Pricing Supplement, at a fixed public offering price, as determined
by such Agent. After any initial public offering of Notes to be resold to
purchasers at a fixed public offering price, the public offering price and any
concession or discount may be changed. In addition, each Agent may offer Notes
purchased as principal to other dealers. Notes sold by an Agent to a dealer
may be sold at a discount and, unless otherwise specified in the applicable
Pricing Supplement, such discount allowed will not be in excess of the
discount received by the Agent from the Company. Unless otherwise specified in
the applicable Pricing Supplement, any Note sold to an Agent as principal will
be purchased by such Agent at a price equal to 100% of the principal amount
thereof less a percentage equal to the commission applicable to an agency sale
of a Note of identical maturity, and may be resold by such Agent. The Company
may also sell Notes directly to purchasers on its own behalf, in which case no
commission is payable. The Company may use the Reverse Inquiry Agent or such
other agents as the Company may designate from time to time to solicit offers
to purchase Notes on terms substantially identical to those set forth above.
Such other agents, if any, will be named in the applicable Pricing Supplement.
The Company has agreed to reimburse the Agents for certain expenses.
The Company will have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of Notes in whole or in part whether
placed directly with the Company or through an Agent. Each Agent will have the
right, in its discretion reasonably exercised, to reject any offer to purchase
Notes received by it in whole or in part.
In addition to offering Notes through the Agents as described herein, the
Company may sell other Debt Securities and Warrants to purchase Debt
Securities. Such Debt Securities may include one or more series of medium-term
notes other than the Notes, possibly including one or more series of
medium-term notes offered on a continuing basis outside the United States. Any
such Debt Securities or Warrants so offered and sold will reduce
correspondingly the maximum aggregate amount of Notes that may be offered by
this Prospectus Supplement.
No Note will have an established trading market when issued. The Notes
will not be listed on any securities exchange. Each Agent may make a market in
the Notes, but such Agent is not obligated to do so and may discontinue any
market-making at any time without notice. There can be no assurance that the
Notes offered hereby will be sold or that there will be a secondary market for
any of the Notes.
Salomon Brothers Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. Incorporated and certain affiliates thereof engage in
transactions with and perform services for the Company and its affiliates in the
ordinary course of business.
The Company has agreed to indemnify each Agent against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments such Agent may be required to make in respect thereof.
In the event the Company sells Notes through additional agents named in an
applicable Pricing Supplement, including the Reverse Inquiry Agent, the
Company anticipates that it will enter into similar arrangements for the
benefit of such agents. Each Agent, the Reverse Inquiry Agent and each
additional agent so used, if any, may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933.
The Notes have not been and will not be registered under the Securities
and Exchange Law of Japan. The Company and the Agents will agree not to offer
or sell any Note directly or indirectly in Japan or to residents of Japan or
for the benefit of any Japanese person (which term as used herein means any
person resident in Japan, including any corporation or other entity organized
under the laws of Japan) or to others for reoffering or resale directly or
indirectly in Japan or to any Japanese person during the period of 90 days
from the Original Issue Date of such Note which Note is denominated in
Japanese yen and that thereafter it will not do so except in circumstances
that result in compliance with any applicable laws, regulations and
ministerial guidelines of Japan taken as a whole.
S-26
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIESMAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALLTHERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION--DATED OCTOBER 11, 1994
PROSPECTUS
JOHNSON & JOHNSON
DEBT SECURITIES
AND WARRANTS
Johnson & Johnson (the "Company") may from time to time offer its Debt
Securities and Warrants to purchase Debt Securities for proceeds up to
$2,585,000,000 or the equivalent in foreign currency or foreign currency units
on terms determined by market conditions at the time of sale. The designation,
currency, principal amount, offering price, maturity, interest rate and any
redemption provisions of the Debt Securities and the duration, currency,
offering price, exercise price and detachability of the Warrants are described
in the accompanying Prospectus Supplement, together with other terms and
matters related to the offering.
The Debt Securities and Warrants may be sold directly or through agents,
underwriters or dealers. If agents of the Company or underwriters are involved
in the sale of the Debt Securities or Warrants, their names and descriptions
of their compensation and indemnification arrangements are contained in the
Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The Date of This Prospectus is October , 1994
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or make any representation not contained in this Prospectus or the
accompanying Prospectus Supplement and, if given or made, any such information
or representation must not be relied upon as having been authorized by the
Company or any agent, dealer or underwriter. Neither the delivery of this
Prospectus or the accompanying Prospectus Supplement nor any sale made
hereunder or thereunder shall, under any circumstances, create an implication
that the information contained herein or in the accompanying Prospectus
Supplement is correct as of any date subsequent to the date hereof or thereof
or that there has been no change in the affairs of the Company since the date
hereof or thereof. Neither this Prospectus nor the accompanying Prospectus
Supplement constitutes an offer to sell or a solicitation of an offer to buy
in any jurisdiction in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission, which can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street N.W., Washington,
D.C., at its New York Regional Office, 75 Park Place, New York, New York, and
at its Chicago Regional Office, Northwestern Atrium Center, 500 West Madison
Street (Suite 1400), Chicago, Illinois. Copies of such material can be
obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, Washington, D.C. 20549. The Common Stock
of the Company is listed on the New York Stock Exchange. Reports, proxy
statements and other information about the Company can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005. This Prospectus does not contain all the information set forth in
the related registration statement and exhibits thereto which the Company has
filed with the Securities and Exchange Commission under the Securities Act of
1933 and to which reference is hereby made.
INCORPORATION BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended January 2, 1994,
the Quarterly Reports on Form 10-Q for the fiscal quarters ended April 3, 1994
and July 3, 1994, and the Current Report on Form 8-K dated October 5, 1994,
filed by the Company with the Securities and Exchange Commission, are hereby
incorporated by reference in this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
and Warrants shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the respective dates of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein or in any Prospectus Supplement
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents that have been
incorporated by reference in this Prospectus (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed to the Office of the Secretary,
Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey
08933 (Telephone 908-524-2455).
2
<PAGE>
THE COMPANY
The Company, incorporated in New Jersey since 1887, employs approximately
81,600 people worldwide and is engaged in the manufacture and sale of a broad
range of products in the health care field in many countries of the world. Its
principal business segments are: consumer products, consisting of toiletries
and hygienic products including dental and baby care products, first-aid
products, non-prescription drugs, sanitary protection products and adult
incontinence products; pharmaceutical products consisting principally of
prescription drugs; and professional products consisting of sutures,
mechanical wound closure products, less invasive surgical instruments,
diagnostic products, ophthalmic equipment and devices, medical equipment and
devices, surgical instruments, joint replacements and products for wound
management and infection, which professional products are used principally in
the professional fields by physicians, nurses, therapists, hospitals,
diagnostic laboratories and clinics.
All references herein to the Company include Johnson & Johnson and its
subsidiaries, unless the context otherwise requires.
The principal executive offices of the Company are located at One Johnson
& Johnson Plaza, New Brunswick, New Jersey 08933. The telephone number is
908-524-0400.
RECENT DEVELOPMENTS
On August 22, 1994, the Company announced that it had entered into an
agreement with Neutrogena Corporation ("Neutrogena") pursuant to which it
would acquire for a net price of approximately $924 million all of the
outstanding shares of common stock and options to purchase shares of common
stock of Neutrogena through a tender offer and subsequent merger. During the
week of September 26, 1994, the Company acquired and made payment for the
Neutrogena common stock tendered in the tender offer, which represented
approximately 98.6% of the Neutrogena common stock outstanding. On October 3,
1994, the Company consummated a short form merger pursuant to which the
remaining shares of Neutrogena common stock were acquired at the same price
per share paid pursuant to the tender offer.
On September 6, 1994, the Company announced that it had entered into an
agreement with Eastman Kodak Company ("Kodak") to purchase Kodak's clinical
diagnostics business for $1.008 billion. It is anticipated that the closing of
such acquisition will occur during the fourth quarter of 1994. Such
acquisition is subject to customary conditions.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges represents the historical ratio of
the Company and is calculated on a total enterprise basis. The ratio is
computed by dividing the sum of earnings before provision for taxes and fixed
charges (excluding capitalized interest) by fixed charges. Fixed charges
represent interest (including capitalized interest) and amortization of debt
discount and expense and the interest factor of all rentals, consisting of an
appropriate interest factor on operating leases.
<TABLE>
<CAPTION>
Fiscal Quarter Fiscal Years
Ended July 3, 1994 ------------------------------------------------------
------------------ 1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges ...................... 11.94 9.82 9.19 8.81 6.01 6.78
</TABLE>
USE OF PROCEEDS
Unless otherwise indicated in the Prospectus Supplement, the net proceeds
to be received by the Company from sales of the Debt Securities and Warrants
and the exercise of Warrants will be used for general corporate purposes,
including working capital, capital expenditures, stock repurchase programs,
repayment and refinancing of borrowings and acquisitions.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under the Indenture dated as of
September 15, 1987 between the Company and Harris Trust and Savings Bank,
Chicago, Illinois, as Trustee, as amended by the First Supplemental Indenture
dated as of September 1, 1990 (as so amended, the "Indenture"). The Indenture
is filed as an exhibit to the registration statement relating hereto. Certain
provisions of the Indenture are referred to and summarized below. The
summaries do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the Indenture.
General
The aggregate principal amount of Debt Securities which can be issued
under the Indenture is unlimited (Section 2.01). As of the date of this
Prospectus, $2,165,000,000 aggregate principal amount of Debt Securities have
been issued under the Indenture. The Debt Securities to which this Prospectus
relates will be issued from time to time in amounts the proceeds of which,
together with the proceeds of the Warrants, will aggregate up to
$2,585,000,000 or the equivalent thereof in foreign currency or foreign
currency units, such as European Currency Units, and will be offered to the
public on terms determined by market conditions at the time of sale. The Debt
Securities may be issued in one or more series with the same or various
maturities and may be sold at par or at an original issue discount. Debt
Securities sold at an original issue discount may bear no interest or interest
at a rate which is below market rates. The Debt Securities will be unsecured
obligations of the Company issued in fully registered form without coupons or
in bearer form with coupons (Recital and Sections 2.01 and 9.01).
Reference is made to the Prospectus Supplement for the following terms to
the extent they are applicable to the Debt Securities: (a) designation,
aggregate principal amount and denomination; (b) date of maturity; (c)
currency or currencies for which Debt Securities may be purchased and currency
or currencies in which principal and interest may be payable; (d) if the
currency for which Debt Securities may be purchased or in which principal and
interest may be payable is at the purchaser's election, the manner in which
such an election may be made; (e) interest rate; (f) the times at which
interest will be payable; (g) redemption date and redemption price; (h)
federal income tax consequences; (i) whether such Debt Securities are to be
issued in book-entry form, and if so, the identity of the depository and
information with respect to book-entry procedures; and (j) other terms of the
Debt Securities.
Certain Covenants
Unless otherwise provided in the Debt Securities, the Company will
covenant not to create, assume or suffer to exist any lien on any Restricted
Property (described below) to secure any debt of the Company, any subsidiary
or any other person, or permit any subsidiary so to do, without securing the
Debt Securities of any series having the benefit of the covenant by such lien
equally and ratably with such debt for so long as such debt shall be so
secured, subject to certain exceptions specified in the Indenture. Exceptions
include: (a) existing liens or liens on facilities of corporations at the time
they become subsidiaries; (b) liens existing on facilities when acquired, or
incurred to finance the purchase price, construction or improvement thereof;
(c) certain liens in favor of or required by contracts with governmental
entities; and (d) liens otherwise prohibited by such covenant, securing
indebtedness which, together with the aggregate amount of outstanding
indebtedness secured by liens otherwise prohibited by such covenant and the
value of certain sale and leaseback transactions, does not exceed 10% of the
Company's consolidated net tangible assets (defined in the Indenture as total
assets less current liabilities and intangible assets) (Section 4.04).
Unless otherwise provided in the Debt Securities, the Company will also
covenant not to, and not to permit any subsidiary to, enter into any sale and
leaseback transaction covering any Restricted Property unless (a) the Company
would be entitled under the provisions described above to incur debt equal to
the value of such sale and leaseback transaction, secured by liens on the
facilities to be leased, without equally and ratably securing the Debt
Securities, or (b) the Company, during the six months following the effective
date of such sale and leaseback transaction, applies an amount equal to the
value of such sale and leaseback transaction to the voluntary retirement of
long-term indebtedness or to the acquisition of Restricted Property (Section
4.04).
4
<PAGE>
Because the covenants described above cover only manufacturing facilities
in the continental United States, the Company's manufacturing facilities in
Puerto Rico (accounting for approximately 5% of the Company's manufacturing
facilities worldwide) are excluded from the operation of the covenants.
The Indenture defines Restricted Property as (a) any manufacturing
facility (or portion thereof) owned or leased by the Company or any subsidiary
and located within the continental United States which, in the opinion of the
Board of Directors, is of material importance to the business of the Company
and its subsidiaries taken as a whole, but no such manufacturing facility (or
portion thereof) shall be deemed of material importance if its gross book
value (before deducting accumulated depreciation) is less than 2% of the
Company's consolidated net tangible assets, or (b) any shares of capital stock
or indebtedness of any subsidiary owning any such manufacturing facility
(Section 4.04).
There are no liens prohibited by the covenants described above on, or any
sale and leaseback transactions prohibited by such covenants covering, any
property which would qualify as Restricted Property.
As such, the Company does not keep records identifying which of its
properties, if any, would qualify as Restricted Property. The Company will
amend this Prospectus to disclose or disclose in any Prospectus Supplement the
existence of any lien on or any sale and leaseback transaction covering any
Restricted Property, which would require the Company to secure the Debt
Securities or apply certain amounts to retirement of indebtedness or
acquisitions of property, as provided in such covenants.
The Indenture contains no other restrictive covenants, including those
that would afford holders of the Debt Securities protection in the event of a
highly leveraged transaction involving the Company or any of its affiliates,
or any covenants relating to total indebtedness, interest coverage, stock
repurchases, recapitalizations, dividends and distributions to shareholders,
current ratios and acquisitions and divestitures.
Amendment and Waiver
Other than amendments not adverse to holders of the Debt Securities,
amendments of the Indenture or the Debt Securities may be made only with the
consent of the holders of a majority in principal amount of the Debt
Securities affected (acting as one class). Waivers of compliance with any
provision of the Indenture or the Debt Securities with respect to any series
of Debt Securities may be made only with the consent of the holders of a
majority in principal amount of the Debt Securities of that series. The
consent of all holders of affected Debt Securities will be required to (a)
make any Debt Security payable in a currency not specified or described in the
Debt Security, (b) change the stated maturity thereof, (c) reduce the
principal amount thereof, (d) reduce the rate or change the time of payment of
interest thereon, or (e) impair the right to institute suit for the payment of
principal thereof or interest thereon (Section 9.02). The holders of a
majority in aggregate principal amount of Debt Securities affected may waive
any past default under the Indenture and its consequences, except a default
(1) in the payment of the principal of or interest on such Debt Securities, or
(2) in respect of a provision which cannot be waived or amended without the
consent of all holders of Debt Securities affected (Sections 6.04 and 9.02).
Events of Default
Events of Default with respect to any series of Debt Securities under the
Indenture will include: (a) default in payment of any principal on such
series; (b) default in the payment of any installment of interest on such
series and continuance of such default for a period of 30 days; (c) default in
the performance of any other covenant in the Indenture or in the Debt
Securities and continuance of such default for a period of 90 days after
receipt by the Company of notice of such default from the Trustee or the
holders of at least 25% in principal amount of Debt Securities of such series;
or (d) certain events of bankruptcy, insolvency or reorganization in respect
of the Company (Section 6.01). The Trustee may withhold notice to the holders
of a series of Debt Securities of any default (except in the payment of
principal of or interest on such series of Debt Securities) if it considers
such withholding to be in the interest of holders of the Debt Securities
(Section 7.05). Not all Events of Default with respect to a particular series
of Debt Securities issued under the Indenture necessarily constitute Events of
Default with respect to any other series of Debt Securities.
On the occurrence of an Event of Default with respect to a series of Debt
Securities, the Trustee or the holders of at least 25% in principal amount of
Debt Securities of such series then outstanding may declare the principal (or
in the case of Debt Securities sold at an original issue discount, the amount
specified in the terms thereof) and accrued interest thereon to be due and
payable immediately (Section 6.02).
5
<PAGE>
Within 120 days after the end of each fiscal year, an officer of the
Company must inform the Trustee whether such officer knows of any default,
describing any such default and the status thereof (Section 4.03). Subject to
provisions relating to its duties in case of default, the Trustee is under no
obligation to exercise any of its rights or powers under the Indenture at the
direction of any holders of Debt Securities unless the Trustee shall have
received a satisfactory indemnity (Section 7.01).
Defeasance of the Indenture and Debt Securities
The Indenture provides that the Company, at the Company's option, (a)
will be discharged from all obligations in respect of the Debt Securities of a
series (except for certain obligations to register the transfer or exchange of
Debt Securities, replace stolen, lost or destroyed Debt Securities, maintain
paying agencies and hold moneys for payment in trust), or (b) need not comply
with certain restrictive covenants of theIndenture (including those described
under "Certain Covenants"), in each case if the Company irrevocably deposits
in trust with the Trustee money or eligible government obligations which
through the payment of interest thereon and principal thereof in accordance
with their terms will provide money, in an amount sufficient to pay all the
principal of (including any mandatory redemption payments) and interest on the
Debt Securities of such series on the dates such payments are due in
accordance with the terms of such Debt Securities. Eligible government
obligations are those backed by the full faith and credit of the government
which issues the currency or foreign currency unit in which the Debt
Securities are denominated. To exercise either option, the Company is required
to deliver to the Trustee an opinion of nationally recognized independent tax
counsel to the effect that the deposit and related defeasance would not cause
the holders of the Debt Securities of such series to recognize income, gain or
loss for Federal income tax purposes. To exercise the option described in
clause (a) above, such opinion must be based on a ruling of the Internal
Revenue Service, a regulation of the Treasury Department or a provision of the
Internal Revenue Code (Section 8.01).
Global Securities
The Debt Securities of a series may be issued in the form of a global
security which is deposited with and registered in the name of the depositary
(or a nominee of the depositary) specified in the accompanying Prospectus
Supplement. So long as the depositary for a global security, or its nominee,
is the registered owner of the global security, the depositary or its nominee,
as the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such global security for all purposes under the
Indenture. Except as provided in the Indenture, owners of beneficial interests
in Debt Securities represented by a global security will not (a) be entitled
to have such Debt Securities registered in their names, (b) receive or be
entitled to receive physical delivery of certificates representing such Debt
Securities in definitive form, (c) be considered the owners or holders thereof
under the Indenture and (d) have any rights under the Indenture with respect
to such global security (Sections 2.06A and 2.13). Unless and until it is
exchanged in whole or in part for individual certificates evidencing the Debt
Securities represented thereby, a global security may not be transferred
except as a whole by the depositary for such global security to a nominee of
such depositary or by a nominee of such depositary to such depositary or
another nominee of such depositary or by the depositary or any nominee to a
successor depositary or any nominee of such successor. The Company, in its
sole discretion, may at any time determine that any series of Debt Securities
issued or issuable in the form of a global security shall no longer be
represented by such global security and such global security shall be
exchanged for securities in definitive form pursuant to the Indenture (Section
2.06A).
Upon the issuance of a global security, the depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of such global security to the accounts of participants. Ownership of
interests in a global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the depositary
(with respect to interests of participants in the depositary), or by
participants in the depositary or persons that may hold interests through such
participants (with respect to persons other than participants in the
depositary). Ownership of beneficial interests in a global security will be
limited to participants or persons that hold interests through participants.
Information Concerning the Trustee
The Trustee has extended credit facilities to the Company, and the
Company maintains deposit accounts and conducts other banking transactions
with the Trustee.
6
<PAGE>
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt Securities
offered by any Prospectus Supplement and may be attached to or separate from
such Debt Securities. The Warrants are to be issued under Warrant Agreements
to be entered into between the Company and a bank or trust company, as Warrant
Agent, all as set forth in the Prospectus Supplement relating to the
particular issue of Warrants. The Warrant Agent will act solely as an agent of
the Company in connection with the Warrant Certificates and will not assume
any obligation or relationship of agency or trust for or with any holders of
Warrant Certificates or beneficial owners of Warrants. Copies of the forms of
Warrant Agreements, including the forms of Warrant Certificates representing
the Warrants, are filed as exhibits to the registration statement relating
hereto. The following summaries of certain provisions of the Warrant
Agreements and Warrant Certificates do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Warrant Agreements and the Warrant Certificates.
General
If Warrants are offered, the Prospectus Supplement will describe the
terms of the Warrants, including the following: (a) the offering price; (b)
the currency for which Warrants may be purchased; (c) the designation,
aggregate principal amount, currency and terms of the Debt Securities
purchasable upon exercise of the Warrants; (d) the designation and terms of
the Debt Securities with which the Warrants are issued and the number of
Warrants issued with each such Debt Security; (e) the date after which the
Warrants and the related Debt Securities will be separately transferable; (f)
the principal amount of Debt Securities purchasable upon exercise of a Warrant
and the price at and currency in which such principal amount of Debt
Securities may be purchased upon such exercise; (g) the date on which the
right to exercise the Warrants shall commence and the date on which such right
shall expire; (h) federal income tax consequences; (i) whether the Warrants
represented by the Warrant Certificates will be issued in registered or bearer
form; and (j) any other terms of the Warrants.
Prior to the exercise of their Warrants, holders of Warrants will not
have any of the rights of holders of the Debt Securities purchasable upon such
exercise, including the right to receive payments of principal of or interest
on the Debt Securities purchasable upon such exercise or to enforce convenants
in the Indenture.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus
Supplement.
Exercise of Warrants
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be described in
the Prospectus Supplement relating to the Warrants. Warrants may be exercised
at any time up to 5:00 P.M. New York time on the expiration date set forth in
the Prospectus Supplement relating to such Warrants. After the close of
business on the expiration date (or such later date to which such expiration
date may be extended by the Company), unexercised Warrants will become void.
Warrants may be exercised by delivery to the Warrant Agent of payment as
provided in the Prospectus Supplement of the amount required to purchase the
Debt Securities purchasable upon such exercise together with certain
information set forth on the reverse side of the Warrant Certificate. Warrants
will be deemed to have been exercised upon receipt of the exercise price,
subject to the receipt within five business days of the Warrant Certificate
evidencing such Warrants. Upon receipt of such payment and the Warrant
Certificate properly completed and duly executed at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, issue and deliver the
Debt Securities purchasable upon such exercise. If fewer than all of the
Warrants represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of Warrants.
7
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities and Warrants (a) directly to
purchasers, (b) through agents, (c) to dealers as principals, and (d) through
underwriters.
Offers to purchase Debt Securities and Warrants may be solicited directly
by the Company or by agents designated by the Company from time to time. Any
such agent, who may be deemed to be an underwriter as that term is defined in
the Securities Act of 1933, involved in the offer or sale of the Debt
Securities and Warrants is named, and any commissions payable by the Company
to such agent are set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a
best efforts basis.
If a dealer is utilized in the sale of the Debt Securities and Warrants,
the Company will sell such Debt Securities and Warrants to the dealer as
principal. The dealer may then resell such Debt Securities and Warrants to the
public at varying prices to be determined by such dealer at the time of
resale.
If an underwriter or underwriters are utilized in the sale of the Debt
Securities and Warrants, the Company will enter into an underwriting agreement
with such underwriters at the time of sale to them. The names of the
underwriters and the terms of the transaction are set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of the Debt
Securities and Warrants.
Agents, dealers or underwriters may be entitled under agreements which
may be entered into with the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act of
1933, and may be customers of, engage in transactions with or perform services
for the Company in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or agents to solicit offers by certain institutions to purchase
Debt Securities and Warrants from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts
providing for amounts, payment and delivery as described in the Prospectus
Supplement. Institutions with whom the contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and other institutions, but
shall in all cases be subject to the approval of the Company. A commission
described in the Prospectus Supplement will be paid to underwriters and agents
soliciting purchases of Debt Securities and Warrants pursuant to contracts
accepted by the Company. Contracts will not be subject to any conditions
except that (a) the purchase by an institution of the Debt Securities and
Warrants covered by its contract shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which
such institution is subject and (b) the Company shall have sold and delivered
to any underwriters named in the Prospectus Supplement that portion of the
issue of Debt Securities and Warrants as is set forth therein. The
underwriters and agents will not have any responsibility in respect of the
validity or the performance of the contracts.
The place and time of delivery for the Debt Securities and Warrants are
set forth in the Prospectus Supplement.
EXPERTS
The Consolidated Financial Statements of the Company incorporated herein
by reference to the Company's Annual Report on Form 10-K have been so
incorporated in reliance on the report of Coopers & Lybrand, independent
accountants, given on their authority as experts in auditing and accounting.
LEGAL OPINIONS
The legality of the Debt Securities and Warrants will be passed upon for
the Company by George S. Frazza, Esq., General Counsel of the Company, or
Joseph S. Orban, Esq., Associate General Counsel of the Company, and for the
underwriters, if any, by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York 10019. Messrs. Frazza and Orban are paid salaries
by the Company, are participants in various employee benefit plans offered to
employees of the Company generally, and each owns and has options to purchase
shares of Common Stock of the Company. Cravath, Swaine & Moore has performed
legal services for the Company from time to time.
8
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IN
CONNECTION WITH THE OFFER CONTAINED HEREIN AND, IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, DEALER OR UNDERWRITER. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS OR ANY
PRICING SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR
IN THE ACCOMPANYING PROSPECTUS OR ANY PRICING SUPPLEMENT IS CORRECT AS OF ANY
DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. NEITHER THIS
PROSPECTUS SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS NOR ANY PRICING
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Description of Notes ...................... S-2
Important Currency Information ............ S-17
Currency Risks ............................ S-17
Certain U.S. Federal Income Tax
Considerations ........................... S-19
Plan of Distribution ...................... S-26
PROSPECTUS
Available Information ..................... 2
Incorporation by Reference ................ 2
The Company ............................... 3
Recent Developments ....................... 3
Ratio of Earnings to Fixed Charges ........ 3
Use of Proceeds ........................... 3
Description of Debt Securities ............ 4
Description of Warrants ................... 7
Plan of Distribution ...................... 8
Experts ................................... 8
Legal Opinions ............................ 8
$2,585,000,000
JOHNSON & JOHNSON
MEDIUM-TERM NOTES,
SERIES C
DUE FROM 9 MONTHS TO
30 YEARS FROM DATE OF ISSUE
SALOMON BROTHERS INC
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
PROSPECTUS SUPPLEMENT
DATED OCTOBER __, 1994
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 14. Other Expenses of Issuance and Distribution.*
Registration fee ............................................ $ 689,660
Fees of Trustee ............................................. 69,000
Printing and engraving ...................................... 30,000
Legal fees .................................................. 50,000
Accounting fees ............................................. 25,000
Blue Sky and legal investment expenses ...................... 10,000
Rating agency fees .......................................... 260,500
Miscellaneous ............................................... 25,000
----------
$1,129,160
==========
- ----------------
* All amounts other than the registration fee are estimated and are subject
to future contingencies.
Item 15. Indemnification of Directors and Officers.
Article Ninth of the registrant's restated certificate of incorporation
implements provisions of the New Jersey Business Corporation Act which permit
the registrant to adopt a charter provision which eliminates the personal
liability of directors and officers to the registrant and its stockholders for
monetary damages. The statute does not permit elimination of liability of a
director or officer for (a) breach of duty of loyalty to the company or its
stockholders, (b) an act or omission not in good faith or involving a knowing
violation of law, or (c) receipt of an improper personal benefit. Under the
charter provision, the registrant's directors and officers will not be liable
for monetary damages even if they should fail, through negligence or gross
negligence, to satisfy their duty of care (which requires directors and officers
to exercise informed business judgment in discharging their duties) in making
business decisions for the registrant.
Article Five of the registrant's by-laws requires indemnification of
the registrant's directors and officers to the full extent permitted under New
Jersey law as in effect from time to time. It provides a right to
indemnification for expenses, attorneys' fees, judgments, fines, penalties,
excise taxes and amounts paid in settlement actually and reasonably incurred by
any person in connection with any actual or threatened proceeding (including a
lawsuit brought by a stockholder on behalf of the registrant) by reason of the
fact that such person is or was serving as a director or officer of the
registrant. The by-law specifies that the right to indemnification is a contract
right, enforceable against the registrant with respect to any act or omission
which occurs while the by-law is in effect.
The proposed forms of underwriting agreement and selling agency
agreement filed as exhibits to this registration statement provide for
indemnification of directors, officers and controlling persons of the registrant
against certain liabilities.
The registrant maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities laws.
Item 16. Exhibits.
See Index to Exhibits on page II-5.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales of the
securities registered hereby are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
II-1
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New Brunswick, State of New Jersey, on October 10, 1994.
JOHNSON & JOHNSON
By /s/ JOHN A. PAPA
---------------------------------------
Name: John A. Papa
Title: Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
R. S. Larsen* Chairman, Board of Directors October 10, 1994
- --------------------------- and Chief Executive Officer,
(R. S. Larsen) and Director (Principal
Executive Officer)
C. H. Johnson* Vice President-Finance and October 10, 1994
- --------------------------- Director (Principal
(C. H. Johnson) Financial Officer)
A. W. Roulston* Controller October 10, 1994
- ---------------------------
(A. W. Roulston)
J. W. Black* Director October 10, 1994
- ---------------------------
(J. W. Black)
G. N. Burrow* Director October 10, 1994
- ---------------------------
(G. N. Burrow)
R. E. Campbell* Director October 10, 1994
- ---------------------------
(R. E. Campbell)
J. G. Cooney* Director October 10, 1994
- ---------------------------
(J. G. Cooney)
P. M. Hawley* Director October 10, 1994
- ---------------------------
(P. M. Hawley)
A. D. Jordan* Director October 10, 1994
- ---------------------------
(A. D. Jordan)
Director
- ---------------------------
(A. G. Langbo)
- --------------------------- Director
(P.N. Larson)
Director
- ---------------------------
(J. S. Mayo)
T. S. Murphy* Director October 10, 1994
- ---------------------------
(T. S. Murphy)
II-3
<PAGE>
Signature Title Date
--------- ----- ----
P. J. Rizzo* Director October 10, 1994
- ---------------------------
(P. J. Rizzo)
M. F. Singer* Director October 10, 1994
- ---------------------------
(M. F. Singer)
R. B. Smith* Director October 10, 1994
- ---------------------------
(R. B. Smith)
R. N. Wilson* Director October 10, 1994
- ---------------------------
(R. N. Wilson)
*By /s/ Blair M. Flicker October 10, 1994
-------------------------
(Blair M. Flicker)
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
Number Page
1(a) -- Form of Underwriting Agreement (including standard provisions and
form of Delayed Delivery Contract).
1(b) -- Form of Selling Agency Agreement (with Medium-Term Note
Administrative Procedures annexed thereto).
4(a) -- Indenture dated as of September 15, 1987 between the registrant
and Harris Trust and Savings Bank, as Trustee.
4(b) -- First Supplemental Indenture dated as of September 1, 1990
between the registrant and Harris Trust and Savings Bank, as
Trustee.
4(c) -- Form of Interest Bearing Debt Security.
4(d) -- Form of Original Issue Discount Debt Security.
4(e) -- Form of Warrant Agreement for Warrants sold alone, with form of
Warrant Certificate.
4(f) -- Form of Warrant Agreement for Warrants sold attached to Debt
Securities, with form of Warrant Certificate.
4(g) -- Form of Master Note.
4(h) -- Form of Fixed Rate Note.
4(i) -- Form of Floating Rate Note.
4(j) -- Form of Currency Indexed Note.
5 -- Opinion and consent of counsel.
12 -- Statement re computation of ratios.
24(a) -- Consent of Coopers & Lybrand L.L.P.
24(b) -- Consent of counsel.
25 -- Powers of Attorney.
26 -- Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Harris Trust and Savings Bank.
II-5
Exhibit 1(a)
UNDERWRITING AGREEMENT
(Debt Securities)
, 19
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Dear Sirs:
We (the "Manager") understand that Johnson & Johnson, a New Jersey
corporation (the "Company"), proposes to issue and sell $ aggregate
principal amount of [title of securities] (the "Offered Securities"). Subject to
the terms and conditions set forth or incorporated by reference herein, the
Company hereby agrees to sell and the underwriter or underwriters named below
(such underwriter or underwriters being herein called the "Underwriters") agree
to purchase, severally and not jointly, the principal amounts of the Offered
Securities set forth below opposite their names at % of their principal
amount [plus accrued interest from , 19 to the date of payment and
delivery]:
Principal Principal
Name Amount Name Amount
- ---- --------- ---- ---------
$ $
_________
Total: $
[The aggregate principal amount of Offered Securities to be purchased by
the several Underwriters may be reduced by the aggregate principal amount of
Offered Securities sold pursuant to delayed delivery contracts.]
The Underwriters will pay for the Offered Securities (less any Offered
Securities sold pursuant to delayed delivery contracts) upon delivery thereof at
[location] at [time] on [date], or at such other time, not later than [date] as
shall be designated by the Manager.
The Offered Securities shall have the following terms:
Maturity:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
[other terms]:
-1-
<PAGE>
[The commission to be paid to the Underwriters in respect of Offered
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be % of the principal amount thereof.]
All the provisions contained in the document entitled Johnson & Johnson
Underwriting Agreement Standard Provisions (Debt) dated August 3, 1987, a copy
of which you have previously received, are herein incorporated by reference in
their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below and returning the signed copy to
us and in addition have an authorized officer send us no later than [date and
time] by wire, telex, telefax or other written means, the following message:
"We have entered into the Underwriting Agreement dated [date] relating
to the Offered Securities referred to therein by signing a copy of the
Underwriting Agreement and returning the same to you or depositing the same
in the mail addressed to you."
Very truly yours,
[Name of Manager]
Acting severally on behalf of
itself and the other several
Underwriters named above.
By:___________________________________
Name:
Title:
Accepted:
JOHNSON & JOHNSON
By:____________________________
Name:
Title:
-2-
<PAGE>
JOHNSON & JOHNSON
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
August 3, 1987
<PAGE>
From time to time, Johnson & Johnson, a New Jersey corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein. The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this Agreement. Unless otherwise defined herein, terms defined in
the Underwriting Agreement are used herein as therein defined.
I.
The Company proposes to issue debt securities (the "Securities") from time
to time pursuant to the provisions of the Indenture dated as of ,
1987 between the Company and Harris Trust and Savings Bank, as Trustee. The
Securities may have varying designations, maturities, rates and times of payment
of interest, selling prices, redemption provisions, and other terms.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
Securities and will file with, or transmit by means reasonably calculated to
result in filing with, the Commission a prospectus supplement specifically
relating to the Offered Securities pursuant to Rule 424 under the Securities Act
of 1933. The term Registration Statement means the registration statement as
amended to the date of the Underwriting Agreement. The term Basic Prospectus
means the prospectus included in the Registration Statement. The term Prospectus
means the Basic Prospectus together with the prospectus supplement (other than a
preliminary prospectus supplement) specifically relating to the Offered
Securities (the "Prospectus Supplement"), as filed with, or transmitted by means
reasonably calculated to result in filing with, the Commission pursuant to Rule
424. The term preliminary prospectus means a preliminary prospectus supplement
specifically relating to the Offered Securities together with the Basic
Prospectus. As used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall include in each
case the material incorporated by reference therein.
The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters pursuant to the Underwriting Agreement. The term
Contract Securities means the Offered Securities, if any, to be purchased
pursuant to the delayed delivery contracts referred to below.
-1-
<PAGE>
II.
If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Annex A hereto ("Delayed Delivery Contracts") with
such changes therein as the Company may authorize or approve. Delayed Delivery
Contracts are to be with institutional investors approved by the Company. On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the commissions set forth in
the Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of the
validity or the performance of the Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in the Underwriting Agreement, except
to the extent that the Manager determines that such reduction shall be otherwise
and so advises the Company.
III.
The Company is advised by the Manager that the Underwriters propose to make
a public offering of the Underwriters' Securities as soon after this Agreement
is entered into as in the Manager's judgment is advisable. The terms of the
public offering of the Underwriters' Securities are set forth in the Prospectus.
IV.
Payment for the Underwriters' Securities shall be made by wire transfer or
certified or official bank check or checks payable to the order of the Company
in immediately available funds at the time and place set forth in the
Underwriting Agreement, upon delivery to the Manager for the respective accounts
of the several Underwriters of the Underwriters' Securities registered in such
names and in such denominations as the Manager shall request in writing not less
than two full business days prior to the date of the delivery. Herein, such
payment for and delivery of the Underwriters' Securities are referred to as the
Closing and the time and date thereof as the Closing Date.
-2-
<PAGE>
V.
The several obligations of the Underwriters hereunder are subject to the
following conditions:
(a) no stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission, and there shall have been
no material adverse change in the condition of the Company and its
subsidiaries, taken as a whole, from that set forth in the Registration
Statement and the Prospectus; and the Manager shall have received on the
Closing Date a certificate, dated the Closing Date and signed by an
executive officer of the Company, to the foregoing effect; such certificate
shall also provide that the representations and warranties of the Company
contained herein are true and correct as of the Closing Date; the officer
signing such certificate may rely upon the best of his knowledge as to
proceedings pending or threatened;
(b) the Manager shall have received on the Closing Date an opinion of
the General Counsel or an Assistant General Counsel of the Company, dated
the Closing Date, to the effect set forth in Annex B hereto;
(c) the Manager shall have received on the Closing Date an opinion of
Cravath, Swaine & Moore, counsel for the Underwriters, dated the Closing
Date, to the effect set forth in Annex C hereto; and
(d) the Manager shall have received on the Closing Date, a comfort
letter dated the Closing Date in the form described in Annex D hereto and
in substance reasonably satisfactory to the Manager, from Coopers &
Lybrand, independent public accountants.
VI.
In further consideration of the agreements of the Underwriters contained in
this Agreement, the Company covenants as follows:
(a) to furnish to the Manager without charge, one signed copy of the
Registration Statement including exhibits thereto and documents
incorporated by reference therein and to each other Underwriter a copy of
the Registration Statement without exhibits but including documents
incorporated by reference therein and, during the period mentioned in
clause (c) below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments
thereto as the
-3-
<PAGE>
Manager may reasonably request; the terms "supplement" and "amendment" or
"amend" as used in this Agreement shall include all documents filed by the
Company with the Commission subsequent to the date of the Basic Prospectus,
pursuant to the Securities Exchange Act of 1934, which are deemed to be
incorporated by reference in the Prospectus;
(b) before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish the Manager a
copy of each such proposed amendment or supplement;
(c) if, during such period after the commencement of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event shall occur as
a result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances then existing, not misleading, or if it is necessary to amend
or supplement the Prospectus to comply with law, forthwith at its own
expense, to amend or supplement the Prospectus and to furnish such
amendment or supplement to the Underwriters and the dealers, in such
quantities as shall be specified by the Manager, so as to correct such
statement or omission or effect such compliance;
(d) to qualify the Offered Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Manager shall
reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection with such qualification and in
connection with the determination of the eligibility of the Offered
Securities for investment under the laws of such jurisdictions as the
Manager may designate;
(e) to make generally available to the Company's security holders as
soon as practicable an earnings statement covering a 12-month period
beginning after the date of the Underwriting Agreement, which shall satisfy
the provisions of Section 11(a) of the Securities Act of 1933 and the
applicable rules and regulations thereunder; and
(f) during the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Offered Securities without
-4-
<PAGE>
the prior written consent of the Manager, provided that this covenant shall
terminate forthwith if the Closing does not take place by the latest date
therefor set forth in the Underwriting Agreement.
VII.
The Company represents and warrants to each Underwriter that (i) each
document filed or to be filed pursuant to the Securities Exchange Act of 1934
and incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with such Act and the applicable rules and
regulations thereunder, (ii) each part of the registration statement (including
the documents incorporated by reference therein), when such part became
effective under the Securities Act of 1933 (or, with respect to documents
incorporated by reference therein, when filed pursuant to the Securities
Exchange Act of 1934), did not contain any untrue statement of material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (iii) each preliminary prospectus filed
pursuant to Rule 424 under the Securities Act of 1933 complied when so filed in
all material respects with such Act and the applicable rules and regulations
thereunder, (iv) the Registration Statement and the Prospectus comply, and as
amended or supplemented will comply, in all material respects with the
Securities Act of 1933 and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus do not contain, and as amended
or supplemented will not contain, any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, except that these representations and
warranties do not apply to statements or omissions in the Registration
Statement, any preliminary prospectus or the Prospectus based upon and in
conformity with information furnished to the Company in writing by any
Underwriter expressly for use therein.
The Company agrees to indemnify and hold harmless each Underwriter and each
person who controls such Underwriter within the meaning of either Section 15 of
the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934,
from and against any and all losses, claims, damages and liabilities caused by
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus (if used within the period set
forth in clause (c) of Article VI hereof and as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as
-5-
<PAGE>
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon and in
conformity with information furnished in writing to the Company by any
Underwriter expressly for use therein.
Each Underwriter agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and each person who controls the Company within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities
Exchange Act of 1934 to the same extent as the foregoing indemnity from the
Company to such Underwriter, but only with reference to information relating to
such Underwriter furnished to the Company in writing by such Underwriter
expressly for use in the Registration Statement, any preliminary prospectus or
the Prospectus.
If any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding
as they are incurred. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one separate firm for all such indemnified parties and
that all such fees and expenses shall be reimbursed as they are incurred. In the
case of any such separate firm for the Underwriters and such control persons of
Underwriters, such firm shall be designated in writing by the Manager. In the
case of any such separate firm for the Company, and such directors, officers and
control persons of the Company, such firm shall be designated in writing by the
Company. The indemnifying party shall not be liable for any settlement of any
proceeding effected without
-6-
<PAGE>
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
If the indemnification provided for in this Article VII is unavailable to
an indemnified party under the second or third paragraphs of this Article VII or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Underwriters in connection with the offering of the Offered Securities
shall be deemed to be in the same proportions as the net proceeds from the
offering of such Offered Securities (before deducting expenses) received by the
Company and the total underwriting discounts and commissions received by the
Underwriters bear to the aggregate public offering price of the Offered
Securities. The relative fault of the Company and the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amounts paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection
-7-
<PAGE>
with investigating or defending any such action or claim. Notwithstanding the
provisions of this Article VII, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Offered
Securities underwritten and distributed to the public by such Underwriter were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act of
1933) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Article VII are several, in proportion to the respective
principal amounts of Offered Securities purchased by each of such Underwriters,
and not joint.
The indemnity and contribution agreements contained in this Article VII and
the representations and warranties of the Company in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or on
behalf of any Underwriter or any person controlling any Underwriter or by or on
behalf of the Company, its directors or officers or any person controlling the
Company and (iii) acceptance of and payment for any of the Offered Securities.
VIII.
If any one of more Underwriters shall fail to purchase and pay for any of
the Offered Securities agreed to be purchased by such Underwriter or
Underwriters and such failure to purchase shall constitute a default in the
performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the principal amount of Offered Securities set
forth opposite their names in the Underwriting Agreement bears to the aggregate
principal amount of Securities set forth opposite the name of all the remaining
Underwriters) the Offered Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Offered Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in the Underwriting
Agreement, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Offered Securities,
and if such nondefaulting Underwriters do not purchase all the Offered
Securities, this Agreement will terminate without liability to
-8-
<PAGE>
any nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Article VIII, the Closing Date shall be
postponed for such period, not exceeding seven days, as the Manager shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any nondefaulting Underwriter for
damages occasioned by its default hereunder.
IX.
This Agreement shall be subject to termination in the absolute discretion
of the Manager, by notice given to the Company, if prior to the Closing Date (i)
trading in securities generally on the New York Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on commercial banking
activities in New York shall have been declared by either Federal or New York
State authorities or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the reasonable
judgment of the Manager, impracticable to market the Offered Securities.
X.
If this Agreement shall be terminated by the Underwriters or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement except pursuant to Article VIII hereof, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with the Offered Securities.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
-9-
<PAGE>
Annex A
(3 pages)
DELAYED DELIVERY CONTRACT
19
Dear Sirs:
The undersigned hereby agrees to purchase from Johnson & Johnson, a New
Jersey corporation (the "Company"), and the Company agrees to sell to the
undersigned
$...................
principal amount of the Company's [title of issue] (the "Securities"), offered
by the Company's Prospectus dated , 19 and Prospectus Supplement
dated , 19 , receipt of copies of which are hereby acknowledged, at a
purchase price of % of the principal amount thereof [plus accrued interest]
and on the further terms and conditions set forth in this contract.
The undersigned does not contemplate selling Securities prior to making
payment therefor.
The undersigned will purchase from the Company Securities in the principal
amounts and on the delivery dates set forth below:
Delivery Principal Plus Accrued
Date Amount Interest From:
-------- --------- --------------
........ $........ ........
........ $........ ........
........ $........ ........
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order by [wire transfer
or] certified or official bank check in [immediately available] [New York
Clearing House] funds at the office of ,
New York, New York, at [time] on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned on the Delivery
Date, in such denominations and registered in such names as the undersigned may
designate by written (including telegraphic) communication addressed to the
Company not less than five full business days prior to the Delivery Date.
A-1
<PAGE>
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have been made to the underwriters (the "Underwriters") named in the Prospectus
Supplement referred to above of, such part of the Securities as is to be sold to
them. Promptly after completion of sale and delivery to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
thereto and their respective successors, but will not be assignable by either
party hereto without the prior written consent of the other.
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
Yours very truly,
............................
(Purchaser)
By..........................
Name:
Title:
............................
............................
(Address)
Accepted:
JOHNSON & JOHNSON
By.......................
Name:
Title:
A-2
<PAGE>
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name, telephone number and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
are as follows: (Please print).
Telephone No.
Name (Including Area Code) Department
---- --------------------- ----------
............. ................. ..............
............. ................. ..............
............. ................. ..............
............. ................. ..............
A-3
<PAGE>
Annex B
(4 pages)
Opinion of Counsel to Company
The opinion of the [Assistant] General Counsel of the Company, to be
delivered pursuant to Article V, clause (b) of the document dated August 3, 1987
and entitled Johnson & Johnson Underwriting Agreement Standard Provisions (Debt)
shall be to the effect that:
(i) the Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the State of New Jersey and
is duly qualified to transact business as a foreign corporation and is in
good standing in each jurisdiction in which the conduct of its business or
its ownership or leasing of property so requires, except where failure to
so qualify or be in good standing would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole;
(ii) each significant subsidiary (as defined in Regulation S-X) of the
Company (the "Subsidiaries") has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation and is duly qualified to transact
business as a foreign corporation and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property so requires, except where failure to so qualify or be
in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole;
(iii) the Indenture has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company and has
been duly qualified under the Trust Indenture Act of 1939, as amended;
(iv) the Offered Securities have been duly authorized, and, when
executed by the Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement or
by institutional investors, if any, pursuant to Delayed Delivery Contracts,
will be valid and binding obligations of the Company and will be entitled
to the benefits of the Indenture;
(v) the Underwriting Agreement has been duly authorized, executed and
delivered by the Company and is a
B-1
<PAGE>
valid and binding agreement of the Company in accordance with its terms,
except as rights to indemnity thereunder may be limited by applicable law;
(vi) to the best knowledge of such counsel, the Company and each of
its Subsidiaries have all licenses, permits or other authorizations of
governmental, regulatory or administrative agencies required to own their
property and conduct their respective businesses as described in the
Prospectus and which are material to the condition of the Company and its
subsidiaries, taken as a whole;
(vii) the Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company and are valid and binding agreements
of the Company in accordance with their respective terms;
(viii) the execution, delivery and performance of the Underwriting
Agreement by the Company will not contravene any provision of applicable
law known to such counsel or the certificate of incorporation or by-laws of
the Company or any material agreement or other instrument binding upon the
Company, or, to the best of such counsel's knowledge, any judgment, order
or decree of any governmental body or agency or court having jurisdiction
over the Company or any of its Subsidiaries and no consent, approval or
authorization of any governmental body or agency is required for the
performance of the Underwriting Agreement by the Company, except such as
are specified and have been obtained, and such as may be required under the
securities or blue sky laws of the various states in connection with the
purchase and distribution of the Offered Securities by the Underwriters;
(ix) after due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any
of its Subsidiaries is a party or to which any of the properties of the
Company or any of its Subsidiaries are subject which are required to be
described in the Registration Statement or the Prospectus and are not so
described or of any statute, regulation, contract or other document which
is required to be described in the Registration Statement or the Prospectus
or to be filed as an exhibit to the Registration Statement which is not
described or filed as required;
(x) insofar as statements in the Prospectus constitute a summary of
legal matters, documents or proceedings referred to therein, such
statements fairly present the information called for with respect to such
documents and proceedings;
B-2
<PAGE>
the statements as to matters of law contained in Item 15 of the
Registration Statement and in the Company's Annual Report on Form 10-K for
the fiscal year ended December 28, 1986, incorporated by reference in the
Prospectus, under the captions "Business--Patents and Trademarks",
"Business-Regulation" and "Legal Proceedings" fairly present such matters
referred to therein;
(xi) the documents incorporated by reference in the Prospectus (other
than the financial statements and schedules and the accuracy of other
numbers contained or incorporated by reference therein, as to which counsel
need express no opinion), when they were filed with the Securities and
Exchange Commission, complied as to form in all material respects with the
Securities and Exchange Act of 1934 and the applicable rules and
regulations thereunder;
(xii) the Registration Statement and the Prospectus as amended or
supplemented (in each case other than the financial statements and
schedules and the accuracy of other numbers contained or incorporated by
reference therein, as to which such counsel need express no opinion),
comply as to form in all material respects with the Securities Act of 1933
and the applicable rules and regulations thereunder; and
(xiii) such counsel believes (A) that each part of the Registration
Statement relating to the Securities (including the documents incorporated
by reference therein), when such part became effective under the Securities
Act of 1933 (or, with respect to documents incorporated by reference
therein, when filed pursuant to the Securities Exchange Act of 1934), did
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and (B) that the Registration Statement
and the Prospectus on the date of the Underwriting Agreement did not, and
the Prospectus as amended or supplemented at the Closing Date does not,
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (it being understood that such counsel need express no
belief or opinion with respect to the financial statements and schedules
and the accuracy of other numbers contained or incorporated by reference
therein).
In rendering such opinions, such counsel may rely as to matters of fact, to
the extent deemed proper, upon certificates
B-3
<PAGE>
of officers of the Company and its subsidiaries and certificates of public
officials.
With respect to subparagraphs (xi), (xii) and (xiii), such counsel may
state that his opinion and belief is based upon his participation, or the
participation of certain members of his staff, in the preparation of the
Registration Statement and Prospectus and any amendments or supplements thereto
and documents incorporated therein by reference and review and discussion of the
contents thereof, but, except as set forth in paragraph (x) hereof, is without
independent check or verification except as otherwise specified.
B-4
<PAGE>
Annex C
(2 pages)
Opinion of Cravath, Swaine & Moore, Counsel
for the Underwriters
The opinion of Cravath, Swaine & Moore, counsel for the Underwriters, to be
delivered pursuant to Article V, clause (c) of the document dated August 3, 1987
and entitled Johnson & Johnson Underwriting Agreement Standard Provisions (Debt)
shall be to the effect that:
(i) the Indenture has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company and has
been duly qualified under the Trust Indenture Act of 1939, as amended;
(ii) the Offered Securities have been duly authorized, and, when
executed by the Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement or
by institutional investors pursuant to Delayed Delivery Contracts, will be
valid and binding obligations of the Company and will be entitled to the
benefits of the Indenture;
(iii) the Underwriting Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of the
Company in accordance with its terms, except as rights to indemnity
thereunder may be limited by applicable law; and
(iv) the statements in the Prospectus under "Description of Debt
Securities", "Description of Warrants", "Plan of Distribution" and
"Underwriting", insofar as such statements constitute a summary of the
legal matters, documents or proceedings referred to therein, fairly present
the information called for with respect to such legal matters, documents
and proceedings.
We are further of opinion that the Registration Statement and the
Prospectus (except as to the financial statements and other financial data
contained or incorporated therein by reference, as to which we do not express
any opinion) comply as to form in all material respects with the requirements of
the Securities Act and the rules and regulations of the Commission thereunder.
In passing upon the form of the Registration Statement and the Prospectus, we
have necessarily assumed the correctness and completeness of the statements made
or included
C-1
<PAGE>
therein by the Company and take no responsibility therefor, except insofar as
such statements relate to the description of the Offered Securities or relate to
us. However, in the course of the preparation by the Company of the Registration
Statement and the Prospectus (the documents incorporated therein by reference
having previously been filed by the Company with the Commission), we
participated in conferences with certain officers of, and counsel for, the
Company with respect thereto, and our examination of the Registration Statement
and the Prospectus and our discussions in such conferences did not disclose to
us any information which gives us reason to believe that the Registration
Statement (except as to the financial statements and other financial data
contained or incorporated therein by reference, as to which we do not express
any opinion), at the time the Registration Statement became effective, contained
any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus (except as aforesaid), at the date hereof,
contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
C-2
<PAGE>
Annex D
(3 pages)
Comfort Letter of Coopers & Lybrand
The comfort letter of Coopers & Lybrand to be delivered pursuant to Article
V, clause (d) of the document dated August 3, 1987 and entitled Johnson &
Johnson Standard Provisions (Debt) shall confirm that they are independent
accountants within the meaning of the Securities Act of 1933 (the "Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") and the respective
applicable published rules and regulations thereunder and shall state in effect
that:
(i) in their opinion the audited consolidated financial statements and
financial statement schedules included or incorporated by reference in the
Registration Statement and the Prospectus and reported on by them comply in
form in all material respects with the applicable accounting requirements
of the Act and the Exchange Act and the related published rules and
regulations;
(ii) as a result of carrying out certain specified procedures (but
not an examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of significance with
respect to the comments set forth in such letter, including a reading of
the latest interim unaudited financial statements of the Company and its
subsidiaries; a reading of the minutes of the meetings of the stockholders,
directors and the Finance, Audit and Executive Committees of the Company
and its "significant subsidiaries" (as defined in Rule 1-02 of Regulation
S-X); and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to the date of the
most recent audited consolidated financial statements included or
incorporated by reference in the Registration Statement and the Prospectus,
nothing came to their attention which caused them to believe that:
(1) any interim unaudited consolidated financial statements
included or incorporated by reference in the Registration Statement
and the Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules and
regulations of the Commission with respect to financial statements
included or incorporated by reference in quarterly
D-1
<PAGE>
reports on Form 10-Q under the Exchange Act; or such interim unaudited
consolidated financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial statements
included or incorporated by reference in the Registration Statement
and the Prospectus;
(2) with respect to the period subsequent to the date of the most
recent consolidated financial statements (other than any capsule
information), audited or unaudited, included or incorporated by
reference in the Registration Statement and the Prospectus, there were
any changes, at a specified date not more than five business days
prior to the date of the letter, in the long-term debt of the Company
and its subsidiaries or capital stock of the Company or decreases in
the stockholders' equity of the Company as compared with the amounts
shown on the most recent consolidated balance sheet included or
incorporated by reference in the Registration Statement and the
Prospectus, or for the period from the date of the most recent
consolidated financial statements included or incorporated by
reference in the Registration Statement and the Prospectus to such
specified date there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated total
revenues, earnings before provision for taxes on income or net
earnings of the Company and its subsidiaries, except in all instances
for changes or decreases set forth in such letter, in which case the
letter shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed necessary
by the Manager; or
(3) the amounts included in any interim unaudited "capsule"
information included or incorporated by reference in the Registration
Statement and the Prospectus do not agree with the amounts set forth
in the interim unaudited consolidated financial statements for the
same periods, if available, or, if such financial statements are not
available, in the unaudited schedules for the same periods prepared by
the Company from which such amounts were derived, or were not
determined on a basis substantially consistent with that of the
corresponding amounts in the audited consolidated financial
statements included or incorporated by reference in the Registration
Statement and the Prospectus;
D-2
<PAGE>
(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial
or statistical information derived from the general accounting records of
the Company and its subsidiaries) set forth in the Registration Statement
and the Prospectus and in Exhibit 12 to the Registration Statement,
including the information included or incorporated by reference in
specified portions of Items 1, 2, 6, 7 and 11 of the Company's Annual
Report on Form 10-K, incorporated by reference in the Registration
Statement and the Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q, incorporated by reference in the
Registration Statement and the Prospectus, agrees with the accounting
records of the Company and its subsidiaries, excluding any questions of
legal interpretation; and
(iv) if pro forma financial statements are included or incorporated by
reference in the Registration Statement and the Prospectus, on the basis of
a reading of the unaudited pro forma financial statements, carrying out
certain specified procedures, inquiries of certain officials of the Company
and the acquired company who have responsibility for financial and
accounting matters, and proving the arithmetic accuracy of the application
of the pro forma adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention which caused them to
believe that the pro forma financial statements do not comply in form in
all material respects with the applicable accounting requirements of Rule
11-02 of Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of such
statements.
Reference to the Registration Statement and the Prospectus in this Annex D
are to such documents as amended and supplemented at the date of the letter.
D-3
EXHIBIT 1(B)
Johnson & Johnson
$2,585,000,000*/
Medium-Term Notes, Series C
Due From 9 Months to 30 Years
From Date of Issue
Selling Agency Agreement
October , 1994
New York, New York
Salomon Brothers Inc
7 World Trade Center
New York, N.Y. 10048
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center
New York, N.Y. 10281
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, N.Y. 10020
Dear Sirs:
Johnson & Johnson, a New Jersey corporation (the "Company"), confirms its
agreement with each of you with respect to the issue and sale by the Company
of up to $2,585,000,000 1/ aggregate principal amount of its Medium-Term Notes,
Series C, Due from 9 Months to 30 Years from Date of Issue (the "Notes") to be
evidenced by either (i) a medium-term note master note (the "Master Security")
or (ii) note certificates (the "Note Certificates") in the forms filed by the
Company with the Securities and Exchange Commission (the "Commission") as
exhibits to the Registration Statements (as defined below). The Notes will be
issued under an indenture dated as of September 15, 1987, between the Company
and Harris Trust and Savings Bank, an Illinois corporation, as trustee (the
"Trustee"), as amended by a First Supplemental Indenture dated as of September
1,
- -------------
1/ Or the U.S. dollar equivalent.
-1-
<PAGE>
1990, between the Company and the Trustee (as so amended,the "Indenture"). The
Notes will be issued in minimum denominations of $1,000 and in denominations
exceeding such amount by integral multiples of $1,000, will be issued only in
fully registered form and will have the annual interest rates, maturities and,
if appropriate, other terms (including the denominations of Notes denominated
in a currency or currency unit other than U.S. dollars) set forth in a
supplement to the Prospectus referred to below. The Notes will be issued, and
the terms thereof established, in accordance with the Indenture and, in the
case of Notes sold pursuant to Section 2(a), the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the "Procedures"). The
Procedures may only be amended by written agreement of the Company and you
after notice to, and with the approval of, the Trustee. For the purposes of
this Agreement, the term "Agent" shall refer to any of you acting solely in
the capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term "Purchaser" shall refer to
one of you acting solely as principal pursuant to Section 2(b) and not as
agent, and the term "you" shall refer to you collectively whether at any time
any of you is acting in both such capacities or in either such capacity.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, you as set forth below in this Section 1. Certain terms
used in this Section 1 are defined in paragraph (e) hereof.
(a) The Company has filed with the Commission a registration
statement (including Amendments Nos. 1 and 2 thereto) on Form S-3 under
the Securities Act of 1933 (the "Act") (File Number: 33-47424) (the
"First Registration Statement"), including a basic prospectus, as amended
by Post-Effective Amendment No. 1 thereto, which has become effective,
for the registration under the Act of $1,250,000,000 aggregate principal
amount of debt securities and warrants to purchase debt securities,
including Notes. The Company has also filed with the Commission an
additional registration statement on Form S-3 under the Act (File Number:
33- ) (the "Second Registration Statement"; the First Registration
Statement and the Second Registration Statement, each including
incorporated documents, exhibits and financial statements and each as
amended at the Execution Time, are each hereinafter individually referred
to as a "Registration Statement"
-2-
<PAGE>
and collectively referred to as the "Registration Statements"), including
a basic prospectus, which has become effective, for the registration
under the Act of $2,000,000,000 aggregate principal amount of debt
securities and warrants to purchase debt securities (together with the
debt securities and warrants to purchase debt securities registered under
the First Registration Statement, the "Securities"), including Notes. The
Second Registration Statement constitutes Post-Effective Amendment No. 1
to the First Registration Statement. As of the date hereof,
$2,585,000,000 aggregate principal amount of Securities remains unissued
under the Registration Statements. Each Registration Statement meets the
requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and
complies in all other material respects with such Rule. The Company has
included in each Registration Statement, or has filed or will file with
the Commission pursuant to the applicable paragraph of Rule 424(b) under
the Act, a supplement to the form of prospectus included in such
Registration Statement relating to the Notes and the plan of distribution
thereof (the "Prospectus Supplement"). In connection with the sale of
Notes the Company proposes to file with the Commission pursuant to the
applicable paragraph of Rule 424(b) under the Act further supplements to
the Prospectus Supplement specifying the interest rates, maturity dates
and, if appropriate, other terms of the Notes sold pursuant hereto or the
offering thereof.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, as of the date
of any Terms Agreement (as defined in Section 2(b)) and at the date of
delivery by the Company of any Notes sold hereunder (a "Closing Date"),
(i) each Registration Statement, as amended as of any such time, and the
Prospectus, as supplemented as of any such time, and the Indenture will
comply in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the
Securities Exchange Act of 1934 (the "Exchange Act") and the respective
rules thereunder; (ii) each Registration Statement, as amended as of any
such time, did not or will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the
-3-
<PAGE>
statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to (i) that part of each
Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act of
the Trustee or (ii) the information contained in or omitted from either
Registration Statement or the Prospectus (or any supplement thereto)
based upon and in conformity with information furnished in writing to the
Company by any of you specifically for use in connection with the
preparation of such Registration Statement or the Prospectus (or any
supplement thereto).
(c) The Indenture has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company and
has been duly qualified under the Trust Indenture Act of 1939, as
amended.
(d) The Master Security and the debt obligations to be evidenced
thereby have been duly authorized, and the Master Security, when executed
by the Company and authenticated by the Trustee in accordance with the
provisions of the Indenture and deposited with, or on behalf of, the
Depositary (as defined in the Prospectus Supplement) and registered in
the name of the Depositary or its nominee, and the debt obligations to be
evidenced thereby when paid for by the purchasers thereof in accordance
with the terms of this Agreement, will be valid and binding obligations
of the Company and will be entitled to the benefits of the Indenture.
(e) The Note Certificates and the debt obligations to be evidenced
thereby have been duly authorized, and the Note Certificates, when
properly completed and executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the
purchasers thereof in accordance with the terms of this Agreement, will
be valid and binding obligations of the Company and will be entitled to
the benefits of the Indenture.
-4-
<PAGE>
(f) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean, with
respect to a Registration Statement, each date that such Registration
Statement and any post-effective amendment or amendments thereto became
or become effective. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the form of basic prospectus relating to the
Securities contained in each Registration Statement at the Effective
Date. "Prospectus" shall mean the Basic Prospectus as supplemented by the
Prospectus Supplement. "Rule 415" and "Rule 424" refer to such rules
under the Act. Any reference herein to a Registration Statement, the
Basic Prospectus, the Prospectus Supplement or the Prospectus includes
the documents incorporated by reference therein pursuant to Item 12 of
Form S-3 which were filed under the Exchange Act on or before the
Effective Date of such Registration Statement or the issue date of the
Basic Prospectus, the Prospectus Supplement or the Prospectus, as the
case may be; and any reference herein to the terms "amend", "amendment"
or "supplement" with respect to a Registration Statement, the Basic
Prospectus, the Prospectus Supplement or the Prospectus includes the
filing of any document under the Exchange Act after the Effective Date of
such Registration Statement or the issue date of the Basic Prospectus,
the Prospectus Supplement or the Prospectus, as the case may be, deemed
to be incorporated therein by reference.
(g) The Company has complied with all provisions of Section 1 of
Laws of Florida, Chapter 92-198 Securities - Business with Cuba.
2. Appointment of Agents; Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
conditions set forth herein, the Company hereby authorizes each of the Agents
to act as its agent to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees, as agent of
the Company, to use its reasonable best efforts to solicit offers to purchase
the Notes from the Company upon the terms
-5-
<PAGE>
and conditions set forth in the Prospectus (and any supplement thereto) and in
the Procedures.
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of instructions
from the Company, the Agents will forthwith suspend solicitation of offers to
purchase Notes from the Company until such time as the Company has advised
them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the Closing Date
with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal amount of the Notes
sold by the Company. Such commission shall be payable as specified in the
Procedures.
Subject to the provisions of this Section and to the Procedures, offers
for the purchase of Notes may be solicited by an Agent as agent for the
Company at such time and in such amounts as such Agent deems advisable. The
appointment of the Agents hereunder is not exclusive and the Company may from
time to time offer Notes for sale otherwise than to or through an Agent;
provided, however, that so long as this Agreement is in effect the Company
will not appoint any other agent for the purpose of soliciting purchases of
the Notes on a continuous basis. It is understood, however, that if from time
to time the Company is approached by a prospective agent offering to solicit a
specific purchase of Notes, the Company may engage such agent with respect to
such specific purchase, provided that (i) such agent is engaged on terms
substantially similar to the applicable terms of this Agreement and (ii) the
Agents are given notice of such purchase promptly after it is agreed to,
unless such agent is BT Securities Corporation or J.P. Morgan Securities Inc.,
in which case the Company shall provide the Agents with such notice promptly
after the settlement date of such Notes. Each such Agent is acting in
connection with the Notes individually and not collectively or jointly.
(b) Subject to the terms and conditions stated herein, whenever the
Company and any Agent determine that the Company shall sell Notes directly to
such Agent as principal, each such sale of Notes shall be made in accordance
with the terms of this Agreement and, unless
-6-
<PAGE>
otherwise agreed by the Company and such Agent, any supplemental agreement
relating thereto between the Company and the Purchaser. Each such supplemental
agreement (which may be either an oral or written agreement) is herein
referred to as a "Terms Agreement". The Purchaser's commitment to purchase
Notes pursuant to any Terms Agreement shall be deemed to have been made on the
basis of the representations and warranties of the Company herein contained
and shall be subject to the terms and conditions herein set forth. Each Terms
Agreement shall describe the Notes to be purchased by the Purchaser pursuant
thereto and specify the aggregate principal amount of such Notes, the price to
be paid to the Company for such Notes, the maturity date of such Notes, the
rate at which interest will be paid on the Notes, the dates on which interest
will be paid on such Notes and the record date with respect to each such
payment of interest, the Closing Date for the purchase of such Notes, the
place of delivery of the Notes and payment therefor, the method of payment and
requirements for the delivery of opinions of counsel, certificates from the
Company or its officers or a letter from the Company's independent public
accountants, pursuant to Section 6(b). Any such Terms Agreement may also
specify the period of time referred to in Section 4(l). Any written Terms
Agreement may be in the form attached hereto as Exhibit B.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, delivery of the certificates for Notes sold to the Purchaser
pursuant to a Terms Agreement shall be made not later than the Closing Date
agreed to in such Terms Agreement, against payment of immediately available
funds to the Company in the net amount due to the Company for such Notes by
wire transfer to an account designated by the Company.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Purchaser at varying prices
from time to time or, if set forth in the applicable Terms Agreement and
Pricing Supplement, at a fixed public offering price. In connection with any
resale of Notes purchased, a Purchaser may use a selling or dealer group and
may reallow to any broker or dealer any portion of the discount or commission
payable pursuant hereto.
-7-
<PAGE>
3. Offering and Sale of Notes. Each Agent and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of either Registration Statement or
supplement to the Prospectus (except for (i) periodic or current reports
filed under the Exchange Act, (ii) a supplement relating to any offering
of Notes providing solely for the specification of or a change in the
maturity dates, interest rates, issuance prices or other similar terms of
any Notes or (iii) a supplement relating to an offering of Securities
other than the Notes) unless the Company has furnished each of you a copy
prior to filing. Subject to the foregoing sentence, the Company will
cause each supplement to the Prospectus to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the time
period prescribed and will provide evidence satisfactory to you of such
filing upon request after such filing upon payment of the Company's
reasonable expenses connected with such provision of evidence. The
Company will promptly advise each of you (i) when the Prospectus, and any
supplement thereto, shall have been filed with the Commission pursuant to
Rule 424(b), (ii) when, prior to the termination of the offering of the
Notes, any amendment of either Registration Statement shall have been
filed or become effective, (iii) of any request by the Commission for any
amendment of either Registration Statement or supplement to the
Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of either
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then supplemented would include any untrue
statement of
-8-
<PAGE>
a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend either
Registration Statement or to supplement the Prospectus to comply with any
law, the Company promptly will (i) notify each of you to suspend
solicitation of offers to purchase Notes (and, if so notified by the
Company, each of you shall forthwith suspend such solicitation and cease
using the Prospectus as then supplemented), (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (a) of this Section
4, an amendment or supplement forthwith at the expense of the Company which
will correct such statement or omission or effect such compliance and (iii)
supply any supplemented Prospectus to each of you in such quantities as you
may reasonably request. You will, upon the filing of such amendment or
supplement with the Commission and upon the effectiveness of an amendment
to one or both Registration Statements, if required, resume your obligation
to solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus relating to the
Notes is required to be delivered under the Act, will furnish to each of
you copies of all documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
promptly upon request after the filing thereof. In addition, the Company
will furnish to each of you copies of all press releases or announcements
to the general public made by the Company promptly upon request after the
issuance thereof. The Company will notify each of you of any downgrading
in the rating of the Notes or any other debt securities of the Company by
any "nationally recognized statistical rating organization" (as defined
for purposes of Rule 436(g) under the Act), promptly after the Company
learns of any such downgrading.
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and the applicable
rules and regulations thereunder.
-9-
<PAGE>
(e) The Company will furnish to each of you, without charge, a copy
of each Registration Statement (including exhibits thereto) and, so long
as delivery of a prospectus may be required by the Act, as many copies of
the Prospectus and any supplement thereto as you may reasonably request.
(f) The Company will arrange for the qualification of the Notes for
sale under the laws of such jurisdictions as any of you shall reasonably
request, will maintain such qualifications in effect so long as required
for the distribution of the Notes, and will arrange for the determination
of the eligibility of the Notes for investment under the laws of such
jurisdictions as you may designate.
(g) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements of
its accountants and counsel, the cost of printing or other production and
delivery of the Registration Statements, the Prospectus, all amendments
thereof and supplements thereto, the Indenture, this Agreement and all
other documents relating to the offering, the cost of preparing,
printing, packaging and delivering the Notes, the fees and disbursements,
including fees and disbursements of counsel, incurred in compliance with
Section 4(f), the fees and disbursements of the Trustee and the fees of
any agency that rates the Notes and (ii) pay the reasonable fees and
expenses of your counsel incurred in connection with this Agreement.
(h) On each Closing Date, the Company will be deemed to have
affirmed that its representations and warranties contained in Sections
1(a), (b), (c), (d), (e) and (g) of this Agreement are true and correct
at such time, as though made at and as of such time (it being understood
that for purposes of the foregoing affirmation such representations and
warranties shall relate to the Registration Statements and Prospectus as
amended or supplemented at each such time). Each acceptance by the
Company of an offer for the purchase of Notes shall be deemed to
constitute an additional representation, warranty and agreement by the
Company that, as of the settlement date for the sale of such Notes, after
giving effect to the issuance of such Notes, of any other Notes to be
issued on or prior to
-10-
<PAGE>
such settlement date and of any other Securities to be issued and sold by
the Company on or prior to such settlement date, the aggregate amount of
Securities (including any Notes) which have been issued and sold by the
Company will not exceed the amount of Securities registered pursuant to
the Registration Statements. The Company will inform you promptly upon
your request of the aggregate amount of Securities registered under the
Registration Statement which remain unsold.
(i) Each time that the Company files with the Commission an Annual
Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on
Form 8-K or an Amendment to Application or Report on Form 8, the Company
will deliver or cause to be delivered promptly to each of you a
certificate of the Company, signed by the Treasurer, the Assistant
Treasurer or an executive officer of the Company reasonably acceptable to
the Agents, dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form reasonably satisfactory to
you, of the same tenor as the certificate referred to in Section 5(d) but
modified to relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with the Commission
and to the Registration Statements and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement.
(j) Each time that the Company files with the Commission an Annual
Report on Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on
Form 8-K or an Amendment to Application or Report on Form 8 (except that,
in the case of a Quarterly Report on Form 10-Q, the opinion referred to
below shall only be furnished if, in the reasonable judgment of any of
you, the financial statements or other information set forth in such Form
10-Q are of such a nature that an opinion of counsel should be
furnished), the Company shall furnish or cause to be furnished promptly
to each of you a written opinion of the General Counsel, an Associate
General Counsel or an Assistant General Counsel of the Company
satisfactory to each of you, dated the date of the effectiveness of such
amendment or the date of the filing of such supplement, in form
satisfactory to each of you, of the same tenor as the opinion referred to
in Section 5(b) but modified to relate to the Registration Statements and
the Prospectus as amended and
-11-
<PAGE>
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement or, in lieu of such opinion, counsel last
furnishing such an opinion to you may furnish each of you with a letter
to the effect that you may rely on such last opinion to the same extent
as though it were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be deemed to relate to
the Registration Statements and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement).
(k) Each time that a Registration Statement or the Prospectus is
amended or supplemented to include or incorporate amended or supplemental
financial information, the Company shall cause its independent auditors
promptly to furnish each of you a letter, dated the date of the
effectiveness of such amendment or the date of the filing of such
supplement, in form satisfactory to each of you, of the same tenor as the
letter referred to in Section 5(e) with such changes as may be necessary
to reflect the amended and supplemental financial information included or
incorporated by reference in the Registration Statements and the
Prospectus, as amended or supplemented to the date of such letter;
provided, however, that, if a Registration Statement or the Prospectus is
amended or supplemented solely to include or incorporate by reference
financial information as of and for a fiscal quarter, the Company's
independent public accountants may limit the scope of such letter, which
shall be satisfactory in form to each of you, to the unaudited financial
statements, the related "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and any other information
of an accounting, financial or statistical nature included in such
amendment or supplement (any such letter limited in scope as aforesaid
being hereinafter referred to as a "Routine Quarterly Letter"), unless,
in the reasonable judgment of any of you, such letter should cover other
information or changes in specified financial statement line items;
provided further, however, each Agent may waive delivery, with respect to
itself, of such Routine Quarterly Letter. Notwithstanding Section 5(e),
the Company's independent auditors need not read the minutes of the
stockholders', directors' and Executive,
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<PAGE>
Finance and Audit Committee meetings of the "significant subsidiaries"
(as defined in Rule 1-02 of Regulation S-X) of the Company as part of the
basis for the statements made in any Routine Quarterly Letter.
(l) During the period specified (whether orally or in writing) in
any Terms Agreement, the Company shall not, without the prior consent of
the Purchaser thereunder, offer, sell, contract to sell or otherwise
dispose of any of its debt securities with terms substantially similar to
the Notes being purchased pursuant to such Terms Agreement; provided that
this covenant shall terminate with respect to such Terms Agreement if the
closing under such Terms Agreement does not occur by the latest date
therefor set forth in such Terms Agreement.
5. Conditions to the Obligations of the Agents. The obligations of each
Agent to solicit offers to purchase the Notes shall be subject to the accuracy
of the representations and warranties on the part of the Company contained in
Sections 1(a), (b), (c), (d), (e) and (g) and in the penultimate sentence of
Section 4(h) as of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission and as of each
Closing Date, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such
supplement, shall have been filed in the manner and within the time
period required by Rule 424(b); and no stop order suspending the
effectiveness of either Registration Statement shall have been issued and
no proceedings for that purpose shall have been instituted or threatened.
(b) At the Execution Time, the Company shall have furnished to each
Agent the opinion of the General Counsel or an Associate General Counsel
of the Company, dated the Execution Time, to the effect that:
(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the State of New
Jersey and is duly qualified to transact business as a
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<PAGE>
foreign corporation and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of
property so requires, except where failure to so qualify or be in
good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole;
(ii) each significant subsidiary (as defined in Regulation S-X)
of the Company (the "Subsidiaries") has been duly incorporated, is
validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation and is duly qualified to
transact business as a foreign corporation and is in good standing
in each jurisdiction in which the conduct of its business or its
ownership or leasing of property so requires, except where failure
to so qualify or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a
whole;
(iii) the Indenture has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company and has been duly qualified under the Trust Indenture Act of
1939, as amended;
(iv) the Master Security and the debt obligations to be
evidenced thereby have been duly authorized, and the Master
Security, when executed by the Company and authenticated by the
Trustee in accordance with the provisions of the Indenture and
deposited with, or on behalf of, the Depositary (as defined in the
Prospectus Supplement) and registered in the name of the Depositary
or its nominee, and the debt obligations to be evidenced thereby
when paid for by the purchasers thereof in accordance with the terms
of this Agreement, will be valid and binding obligations of the
Company and will be entitled to the benefits of the Indenture.
(v) the Note Certificates and the debt obligations to be
evidenced thereby have been duly authorized, and the Note
Certificates, when properly completed and executed and authenticated
in accordance with the provisions of the Indenture
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<PAGE>
and delivered to and paid for by the purchasers thereof in
accordance with the terms of this Agreement, will be valid and
binding obligations of the Company and will be entitled to the
benefits of the Indenture.
(vi) this Agreement has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company enforceable in accordance with its terms (subject to
applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws affecting
creditors' rights generally from time to time in effect, and
subject, as to enforceability, to general principles of equity,
regardless of whether such enforceability is considered in a
proceeding in equity or at law), except as rights to indemnity
thereunder may be limited by applicable law;
(vii) to the best knowledge of such counsel, the Company and
each of its Subsidiaries have all licenses, permits or other
authorizations of governmental, regulatory or administrative
agencies required to own their property and conduct their respective
businesses as described in the Prospectus and which are material to
the condition of the Company and its subsidiaries, taken as a whole;
(viii) the execution, delivery and performance of this
Agreement by the Company will not contravene any provision of
applicable law known to such counsel or the Restated Certificate of
Incorporation or By-laws of the Company or any material agreement or
other instrument binding upon the Company, or, to the best of such
counsel's knowledge, any judgment, order or decree of any
governmental body or agency or court having jurisdiction over the
Company or any of its Subsidiaries and no consent, approval or
authorization of any governmental body or agency is required for the
performance of this Agreement by the Company, except such as are
specified and have been obtained, and such as may be required under
the securities or blue sky laws of the various states in connection
with the sale of the Notes as contemplated by this Agreement;
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<PAGE>
(ix) after due inquiry, such counsel does not know of any legal
or governmental proceedings pending or threatened to which the
Company or any of its Subsidiaries is a party or to which any of the
properties of the Company or any of its Subsidiaries are subject
which are required to be described in the Registration Statements or
the Prospectus and are not so described or of any statute,
regulation, contract or other document which is required to be
described in the Registration Statements or the Prospectus or to be
filed as an exhibit to the Registration Statements which is not
described or filed as required;
(x) insofar as statements in the Prospectus constitute a
summary of legal matters, documents or proceedings referred to
therein, such statements fairly present the information called for
with respect to such legal matters, documents and proceedings; the
statements as to matters of law contained in Item 15 of each of the
Registration Statements and in the Company's Annual Report on Form
10-K for the fiscal year ended January 2, 1994, incorporated by
reference in the Prospectus, under the captions "Business--Patents
and Trademarks", "Business--Environment", "Business--Regulation" and
"Legal Proceedings" fairly present such matters referred to therein;
(xi) the documents incorporated by reference in the Prospectus
(other than the financial statements and schedules and the accuracy
of other numbers contained or incorporated by reference therein, as
to which counsel need express no opinion), when they were filed with
the Securities and Exchange Commission, complied as to form in all
material respects with the Securities Exchange Act of 1934 and the
applicable rules and regulations thereunder;
(xii) the Registration Statements and the Prospectus as amended
or supplemented (in each case other than the financial statements
and schedules and the accuracy of other numbers contained or
incorporated by reference therein, as to which such counsel need
express no opinion), comply as to form in all material respects with
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the Securities Act of 1933 and the applicable rules and regulations
thereunder; and
(xiii) such counsel believes (A) that each part of each
Registration Statement (including the documents incorporated by
reference therein), when such part became effective under the
Securities Act of 1933 (or, with respect to documents incorporated
by reference therein, when filed pursuant to the Securities Exchange
Act of 1934), did not contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading
and (B) that the Registration Statements and the Prospectus on the
date of the Selling Agency Agreement did not, and the Prospectus as
amended or supplemented at the date hereof does not, contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading (it being understood that such
counsel need express no belief or opinion with respect to the
financial statements and schedules and the accuracy of other numbers
contained or incorporated by reference therein).
In rendering such opinions, such counsel may rely as to matters of
fact, to the extent deemed proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.
With respect to subparagraphs (xi), (xii) and (xiii), such counsel
may state that his opinion and belief is based upon his participation, or
the participation of certain members of his staff, in the preparation of
the Registration Statements and Prospectus and any amendments or
supplements thereto and documents incorporated therein by reference and
review and discussion of the contents thereof, but, except as set forth
in paragraph (x) hereof, is without independent check or verification
except as otherwise specified. References to the Prospectus in this
paragraph (b) include any supplements thereto at the date such opinion is
rendered.
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(c) Each Agent shall have received from Cravath, Swaine & Moore,
counsel for the Agents, such opinion or opinions, dated the date hereof,
with respect to the issuance and sale of the Notes, the Indenture, the
Registration Statements, the Prospectus (together with any supplement
thereto) and other related matters as the Agents may reasonably require.
(d) The Company shall have furnished to each Agent a certificate of
the Company, signed by the Treasurer or an executive officer of the
Company reasonably acceptable to the Agents, dated the Execution Time, to
the effect that the signer of such certificate has carefully examined the
Registration Statements, the Prospectus, any supplement to the Prospectus
and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the date hereof with the same effect as if made on the date hereof
and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied as a
condition to the obligation of the Agents to solicit offers to
purchase the Notes;
(ii) no stop order suspending the effectiveness of either
Registration Statement has been issued and, to the best of such
officer's knowledge, no proceedings for that purpose have been
instituted or threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus, there has been no material adverse
change in the condition of the Company and its consolidated
subsidiaries, taken as a whole, except as set forth in or
contemplated in the Prospectus.
(e) At the Execution Time, Coopers & Lybrand L.L.P., independent
auditors for the Company, shall have furnished to the Agents a letter
(which may refer to letters previously delivered to the Agents), dated as
of the Execution Time, in form and substance satisfactory to the Agents,
confirming that they are independent accountants within the meaning of
the Act and the Exchange Act and the respective applicable
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published rules and regulations thereunder and stating in effect that:
(i) in their opinion the audited financial statements,
financial statement schedules and pro forma financial statements, if
any, included or incorporated in the Registration Statements and the
Prospectus and reported on by them comply in form in all material
respects with the applicable accounting requirements of the Act and
the Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
financial statements made available by the Company and its
subsidiaries; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter;
a reading of the minutes of the meetings of the stockholders,
directors and the Executive, Finance and Audit Committees of the
Company and its "significant subsidiaries" (as defined in Rule 1-02
of Regulation S-X); and inquiries of certain officials of the
Company who have responsibility for financial and accounting matters
of the Company and its subsidiaries as to transactions and events
subsequent to the date of the most recent audited financial
statements included or incorporated in the Prospectus, nothing came
to their attention which caused them to believe that:
(1) any interim unaudited consolidated financial
statements included or incorporated by reference in the
Registration Statements and the Prospectus do not comply in
form in all material respects with applicable accounting
requirements and with the published rules and regulations of
the Commission with respect to financial statements included or
incorporated by reference in quarterly reports on Form 10-Q
under the Exchange Act; and said unaudited financial statements
are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent
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with that of the audited financial statements included or
incorporated by reference in the Registration Statements and
the Prospectus;
(2) with respect to the period subsequent to the date of
the most recent consolidated financial statements (other than
any capsule information), audited or unaudited, in or
incorporated by reference in the Registration Statements and
the Prospectus, there were any changes, at a specified date not
more than five business days prior to the date of the letter,
in the long-term debt of the Company and its subsidiaries or
capital stock of the Company or decreases in the stockholders'
equity of the Company as compared with the amounts shown on the
most recent consolidated balance sheet included or incorporated
in the Registration Statements and the Prospectus, or for the
period from the date of the most recent consolidated financial
statements included or incorporated in the Registration
Statements and the Prospectus to such specified date there were
any decreases, as compared with the corresponding period in the
preceding year, in consolidated sales to customers, earnings
before provision for taxes on income or net earnings, except in
all instances for changes or decreases set forth in such
letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the Agents;
or
(3) the amounts included in any unaudited "capsule"
information included or incorporated by reference in the
Registration Statements and the Prospectus do not agree with
the amounts set forth in the interim unaudited consolidated
financial statements for the same periods or were not
determined on a basis substantially consistent with that of the
corresponding amounts in the audited consolidated financial
statements included or incorporated by reference in the
Registration Statements and the Prospectus;
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(iii) they have performed certain other specified procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) set
forth in the Registration Statements and the Prospectus and in
Exhibit 12 to the Registration Statements, including the information
included or incorporated by reference in specified portions of Items
1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K,
incorporated by reference in the Registration Statements and the
Prospectus, and the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated by reference in the Company's
Quarterly Reports on Form 10-Q, incorporated by reference in the
Registration Statements and the Prospectus, agrees with the
accounting records of the Company and its subsidiaries, excluding
any questions of legal interpretation; and
(iv) if unaudited pro forma financial statements are included
or incorporated by reference in the Registration Statements and the
Prospectus, on the basis of a reading of the unaudited pro forma
financial statements, carrying out certain specified procedures,
inquiries of certain officials of the Company and the acquired
company who have responsibility for financial and accounting
matters, and proving the arithmetic accuracy of the application of
the pro forma adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention which caused
them to believe that the pro forma financial statements do not
comply in form in all material respects with the applicable
accounting requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of such statements.
References to the Registration Statements and the Prospectus in this
paragraph (e) include any amendment or supplement thereto at the date of
the letter.
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(f) Prior to the Execution Time, the Company shall have furnished to
each Agent such further information, documents and certificates as the
Agents may reasonably request with respect to the organization and status
of the Company and its subsidiaries, the due authorization by the Company
of the transactions contemplated hereby and the due execution and
delivery on behalf of the Company of all documents relating to such
transactions.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in
form and substance to such Agents and counsel for the Agents, this Agreement
and all obligations of any Agent hereunder may be canceled at any time by the
Agents. Notice of such cancelation shall be given to the Company in writing or
by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered
at the office of Cravath, Swaine & Moore, counsel for the Agents, at Worldwide
Plaza, 825 Eighth Avenue, New York, New York, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The obligations of the
Purchaser to purchase any Notes will be subject to the accuracy of the
representations and warranties on the part of the Company in Sections 1(a),
(b), (c), (d), (e) and (g) and in the penultimate sentence of Section 4(h) as
of the date of any related Terms Agreement and as of the Closing Date for such
Notes, to the performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and observed and to
the following additional conditions precedent:
(a) No stop order suspending the effectiveness of either
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) To the extent agreed to between the Company and the Purchaser
(whether orally or in writing) in a Terms Agreement, the Purchaser shall
have received,
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appropriately updated, (i) a certificate of the Company, dated as of
the Closing Date, to the effect set forth in Section 5(d) (except that
references to the Prospectus shall be to the Prospectus as supplemented
at the time of execution of the Terms Agreement), (ii) the opinion of the
General Counsel or an Associate General Counsel of the Company, dated as
of the Closing Date, to the effect set forth in Section 5(b), (iii) the
opinion of Cravath, Swaine & Moore, counsel for the Purchaser, dated as
of the Closing Date, to the effect set forth in Section 5(c), and (iv)
letter of Coopers & Lybrand, independent auditors for the Company, dated
as of the Closing Date, to the effect set forth in Section 5(e), such
letter to be reasonably satisfactory in substance to the Purchaser.
(c) Prior to the Closing Date, the Company shall have furnished to
the Purchaser such further information, certificates and documents of the
type referred to in Section 5(f) reasonably satisfactory in form and
substance to the Purchaser as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement and
any Terms Agreement, such Terms Agreement and all obligations of the Purchaser
thereunder and with respect to the Notes subject thereto may be canceled at,
or at any time prior to, the respective Closing Date by the Purchaser. Notice
of such cancelation shall be given to the Company in writing or by telephone
or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase. The
Company agrees that any person who has agreed to purchase and pay for any
Note, including a Purchaser and any person who purchases pursuant to a
solicitation by any of the Agents, shall have the right to refuse to purchase
such Note if (a) at the Closing Date therefor, any condition set forth in
Section 5 or 6, as applicable, shall not be satisfied or (b) subsequent to the
agreement to purchase such Note, there shall have been any material adverse
change in the condition of the Company and its subsidiaries taken as a whole
(it being understood that under no circumstance shall any Agent have any duty
or obligation to the Company or to any such person to exercise the judgment
permitted to be exercised under this Section 7(b)).
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8. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each of you and each person who controls each of you within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in either Registration Statement
or in any amendment thereof, or in the Prospectus (if used at any time when,
in the opinion of your counsel, the delivery of a prospectus may be required
and as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) or any preliminary Prospectus, or in any
amendment thereof or supplement thereto, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that (i) the Company will not be liable in any such case to the extent that
any such loss, claim, damage or liability is caused by any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein based upon and in conformity with written information furnished to the
Company by any of you specifically for use in connection with the preparation
thereof, and (ii) such indemnity with respect to the Prospectus or any
preliminary Prospectus shall not inure to the benefit of any of you (or any
person controlling any of you) from whom the person asserting any such loss,
claim, damage or liability purchased the Notes which are the subject thereof
if such person did not receive a copy of the Prospectus (or the Prospectus as
supplemented) excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Notes to such person in any case
where such delivery is required by the Act and the untrue statement or
omission of a material fact contained in the Prospectus or any preliminary
Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented).
(b) Each of you agrees, severally and not jointly, to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs
either Registration Statement and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to you, but only with reference to
written information relating to such of you furnished to the Company by such
of you specifically for use in the preparation of the documents referred to in
the foregoing indemnity.
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<PAGE>
(c) If any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to paragraph (a) or (b) of this Section 8, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing. Upon request of
the indemnified party, the indemnifying party shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding as
they are incurred. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Agents and
such control persons of the Agents, such firm shall be designated in writing
by Salomon Brothers Inc. In the case of any such separate firm for the
Company, and such directors, officers and control persons of the Company, such
firm shall be designated in writing by the Company. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in paragraph (a) or (b) of this
Section 8 is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or
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payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and you on the other
from the offering of Notes or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and of you on the other
in connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and you in
connection with the offering of Notes shall be deemed to be in the same
proportions as the net proceeds from the offering of Notes (before deducting
expenses) received by the Company and the total commissions received by you
(or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by you if such commissions had been
payable) bear to the aggregate principal amount of Notes sold. The relative
fault of the Company and you shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or by you and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
The Company and the Agents agree that it would not be just and equitable
if contribution pursuant to this Section 8 were determined by pro rata
allocation (even if the Agents were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amounts
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this paragraph (d), no Agent shall be
required to contribute any amount in excess of the amount by which the total
price at which Notes were sold by the Company as a result of a solicitation
made by such Agent, together with the total
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price at which Notes that were underwritten and distributed to the public
by such Agent as Purchaser were offered to the public, exceeds the amount of
any damages which such Agent has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Agents' obligations to
contribute pursuant to this paragraph (d) are several, in proportion to the
respective principal amounts of Notes placed or purchased by each of such
Agents, and not joint.
9. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 9. This Agreement may be terminated by
either the Company as to any of you or by any of you insofar as this Agreement
relates to such of you, by giving written notice of such termination to such
of you or the Company, as the case may be. This Agreement shall so terminate
at the close of business on the first business day following the receipt of
such notice by the party to whom such notice is given. In the event of such
termination, no party shall have any liability to the other party hereto,
except as provided in the fourth paragraph of Section 2(a), Section 4(g),
Section 8 and Section 10. If at the time of termination (a) the Agent shall
own any Notes purchased pursuant to a Terms Agreement with the intention of
reselling them or (b) an offer to purchase any of the Notes through an Agent
has been accepted by the Company but the time of delivery to the purchaser or
his agent of the Note or Notes relating thereto has not occurred, the
covenants set forth in Section 4 shall remain in effect until such Notes are
so resold or delivered, as the case may be. The provisions of this Agreement
(including without limitation Section 7 hereof) applicable to any purchase of
a Note for which an agreement to purchase exists prior to the termination
hereof shall survive any termination of this Agreement.
(b) Each Terms Agreement shall be subject to termination in the absolute
discretion of the Purchaser, by notice given to the Company prior to delivery
of any payment for Notes to be purchased thereunder, if prior to such time (i)
trading in securities generally on the New York Stock Exchange shall have been
suspended or materially limited, (ii) a general moratorium on commercial
banking activities in New York shall have been declared either by Federal or
New York State authorities or (iii) there shall have
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occurred any material outbreak or escalation of hostilities or other
calamity or crisis the effect of which on the financial markets of the United
States is such as to make it, in the reasonable judgment of the Purchaser,
impracticable to market such Notes.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The provisions of
Section 1, of the fourth paragraph of Section 2(a) and of Sections 4(g) and 8
hereof shall survive the termination or cancelation of this Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of you, will be mailed,
delivered or telegraphed and confirmed to you at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at One Johnson & Johnson Plaza, New Brunswick,
New Jersey 08933, attention of the Assistant Treasurer.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and you.
Very truly yours,
JOHNSON & JOHNSON,
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by
--------------------------
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
SALOMON BROTHERS INC
By:
-------------------------
Name:
Title:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
By:
-------------------------
Name:
Title:
Morgan Stanley & Co. Incorporated
By:
-------------------------
Name:
Title:
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SCHEDULE I
Commissions:
- -----------
Unless otherwise agreed and specified in the applicable Pricing
Supplement (as defined in the Prospectus Supplement), the Company agrees to pay
each Agent a commission equal to the following percentage of the principal
amount of each Note sold on an agency basis by such Agent:
Term Commission Rate
---- ---------------
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years up to and including 30 years .750%
Unless otherwise specified (whether orally or in writing) in the applicable
Terms Agreement, the discount or commission payable to a Purchaser shall be
determined on the basis of the commission schedule set forth above.
Address for Notice to you:
- -------------------------
Notices to Salomon Brothers Inc shall be directed to it at 7
World Trade Center, New York, New York 10048, Attention of the Medium-Term Note
Department.
Notices to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated shall be directed to it at World Financial Center (10th
Floor), North Tower, New York, New York 10281, Attention of Medium-Term Note
Product Management.
Notices to Morgan Stanley & Co. Incorporated shall be directed
to it at 1251 Avenue of the Americas, New York, New York 10020, Attention of
Manager, Credit Department,
<PAGE>
with a copy to it at 1221 Avenue of the Americas, New York, N.Y. 10020,
Attention of Managing Director, Short and Medium-Term Finance Department.
2
<PAGE>
EXHIBIT A
JOHNSON & JOHNSON
Medium-Term Note, Series C, Administrative Procedures
October , 1994
The Medium-Term Notes, Series C, Due from 9 Months to 30 Years
from Date of Issue (the "Notes") of Johnson & Johnson (the "Company") are to be
offered on a continuing basis. Each of Salomon Brothers Inc, Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, as agents (each an "Agent"), has agreed to solicit purchases of
Notes issued in fully registered form. The Agents will not be obligated to
purchase Notes for their own account. The Notes are being sold pursuant to a
Selling Agency Agreement between the Company and the Agents dated the date
hereof (the "Agency Agreement"). The Notes will rank equally with all other
unsecured and unsubordinated debt of the Company and have been registered with
the Securities and Exchange Commission (the "Commission"). The Notes will be
issued under an indenture dated as of September 15, 1987, between the Company
and Harris Trust and Savings Bank, an Illinois corporation, as trustee (the
"Trustee"), as amended by a First Supplemental Indenture dated as of September
1, 1990, between the Company and the Trustee (as so amended, the "Indenture").
Each Note will be represented by either the Master Security
(the "Master Security") delivered to Harris Trust and Savings Bank ("Harris"),
as agent for The Depository Trust Company ("DTC"), and recorded in the
book-entry system maintained by DTC (a "Book-Entry Note") or a certificate
delivered to the Holder thereof or a person designated by such Holder (a
"Certificated Note"). An owner of a Book-Entry Note will not be entitled to
receive a certificate representing such Note.
The Master Security shall be in a form approved by the Company,
the Agent, DTC and the Trustee. The Trustee shall authenticate the Master
Security evidencing the Notes and hold the Master Security as custodian for DTC.
The procedures to be followed during, and the specific terms
of, the solicitation of orders by the Agents and the sale of Notes as a result
thereof by the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its
<PAGE>
Treasury Department. The Company will advise the Agents and the Trustee in
writing of those persons handling administrative responsibilities with whom the
Agents and the Trustee are to communicate regarding orders to purchase Notes and
the details of their delivery.
Administrative procedures and specific terms of the offering
are explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in accordance
with changes in DTC's operating requirements, and Certificated Notes will be
issued in accordance with the administrative procedures set forth in Part II
hereof. Unless otherwise defined herein, terms defined in the Indenture and the
Notes shall be used herein as therein defined. Notes for which interest is
calculated on the basis of a fixed interest rate, which may be zero, are
referred to herein as "Fixed Rate Notes". Notes for which interest is calculated
on the basis of a floating interest rate are referred to herein as "Floating
Rate Notes". As used herein, the terms "Currency Indexed Notes" and "Other
Indexed Notes" shall have the meanings given them in the Prospectus Supplement
relating to the Notes. To the extent the procedures set forth below conflict
with the provisions of the Notes, the Indenture, DTC's operating requirements or
the Agency Agreement, the relevant provisions of the Notes, the Indenture, DTC's
operating requirements and the Agency Agreement shall control.
PART I
Administrative Procedures for
-----------------------------
Book-Entry Notes
----------------
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, Harris will perform
the custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representations
from the Company and Harris to DTC dated as of the date hereof and a Medium-Term
Note Certificate Agreement between Harris and DTC and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").
Issuance:
-------- On or before any date of
settlement (as defined
under
-2-
<PAGE>
"Settlement" below)
for one or more Book-Entry
Notes, the Company will
deliver one or more
Pricing Supplements (with
a Prospectus and
Prospectus Supplement
attached thereto unless
previously delivered to
Harris) to Harris
identifying each issue of
Book-Entry Notes that have
the same original issue
date, Interest Payment
Dates, Record Dates,
Interest Payment Period,
reset, extension,
redemption and repayment
provisions, if any, Stated
Maturity Date, and, in the
case of Fixed Rate Notes,
interest rate, or, in the
case of Floating Rate
Notes, initial interest
rate, Base Rate, Index
Maturity, Interest Reset
Period, Interest Reset
Dates, Spread and/or
Spread Multiplier, if any,
minimum interest rate, if
any, and maximum interest
rate, if any, and, in the
case of Fixed Rate Notes
or Floating Rate Notes
that are also Currency
Indexed Notes, Specified
Currency, Indexed
Currency, Face Amount and
Base Exchange Rate and the
Base Interest Rate, if
any, or that are also
Other Indexed Notes, the
same terms (all of the
foregoing are collectively
referred to as the
"Terms"). Each Pricing
Supplement shall be
accompanied by a letter
from the Company (i)
advising Harris that as of
the date of such letter,
the Company has issued
Notes pursuant to the
Indenture having the Terms
specified in such Pricing
Supplement, (ii)
confirming that such Notes
are debt obligations of
the Company referred to
and then evidenced by the
Master Security registered
in the name of CEDE & CO.,
as nominee for DTC and
(iii) requesting Harris to
make an
-3-
<PAGE>
appropriate entry
identifying such debt
obligations on the records
of the Company maintained
by Harris. Each Book-Entry
Note will be deemed to
have been dated and issued
as of the settlement date,
which date shall be the
"original issue date".
Identification
--------------
Numbers:
------- The Company has arranged
with the CUSIP Service
Bureau of Standard &
Poor's Corporation (the
"CUSIP Service Bureau")
for the reservation of a
series of CUSIP numbers,
which series consists of
approximately 900 CUSIP
numbers and relates to
Book-Entry Notes and
book-entry medium-term
notes issued by the
Company with other series
designations. Harris, the
Company and DTC have
obtained from the CUSIP
Service Bureau a written
list of such reserved
CUSIP numbers. The Company
will assign CUSIP numbers
to each issue of
Book-Entry Notes
identified by a Pricing
Supplement as described
below under Settlement
Procedure "B". DTC will
notify the CUSIP Service
Bureau periodically of the
CUSIP numbers that the
Company has assigned to
each issue of Book-Entry
Notes. Harris will notify
the Company at any time
when fewer than 100 of the
reserved CUSIP numbers
remain unassigned to
issues of Book-Entry
Notes, and, if it deems
necessary, the Company
will reserve additional
CUSIP numbers for
assignment to issues of
Book-Entry Notes. Upon
obtaining such additional
CUSIP numbers, the Company
shall deliver a list of
such additional CUSIP
numbers to Harris and DTC.
Registration:
------------ The Master Security
representing the
Book-Entry Notes will be
issued only in fully
registered form without
coupons. The Master
Security will be
-4-
<PAGE>
registered in the name of
CEDE & CO., as nominee for
DTC, on the securities
register for the Notes
maintained under the
Indenture. The beneficial
owner of a Book-Entry Note
(or one or more indirect
participants in DTC
designated by such owner)
will designate one or more
direct participants in DTC
(with respect to such
Book-Entry Note, the
"Participants") to act as
agent or agents for such
owner in connection with
the book-entry system
maintained by DTC, and DTC
will record in book-entry
form, in accordance with
instructions provided by
such Participants, a
credit balance with
respect to such beneficial
owner in such Book-Entry
Note in the account of
such Participants. The
ownership interest of such
beneficial owner (or such
participant) in such
Book-Entry Note will be
recorded through the
records of such
Participants or through
the separate records of
such Participants and one
or more indirect
participants in DTC.
Transfers:
--------- Transfers of a Book-Entry
Note will be accomplished
by book entries made by
DTC and, in turn, by
Participants (and in
certain cases, one or more
indirect participants in
DTC) acting on behalf of
beneficial transferors and
transferees of such Note.
Exchanges:
--------- Harris may deliver to DTC
and the CUSIP Service
Bureau at any time a
written notice of
consolidation specifying
(i) the CUSIP numbers set
forth on two or more
Pricing Supplements that
identify
-5-
<PAGE>
(A) Fixed Rate
Book-Entry Notes having
the same Terms and for
which interest has been
paid to the same date or
(B) Floating Rate
Book-Entry Notes having
the same Terms and for
which interest has been
paid to the same date,
(ii) a date, occurring at
least 30 days after such
written notice is
delivered and at least
thirty days before the
next Interest Payment Date
for such Book-Entry Notes,
and (iii) a new CUSIP
number, obtained from the
Company, to be assigned to
such Book-Entry Notes
having the same Terms.
Upon receipt of such a
notice, DTC will send to
its participants
(including Harris) a
written reorganization
notice to the effect that
such consolidation will
occur on such date. Prior
to the specified
consolidation date, Harris
will deliver to the CUSIP
Service Bureau a written
notice setting forth such
consolidation date and
such new CUSIP number and
stating that, as of such
consolidation date, the
old CUSIP numbers of the
Book-Entry Notes will no
longer be valid. On the
specified consolidation
date, the old CUSIP
numbers will, in
accordance with CUSIP
Service Bureau procedures,
be canceled and not
immediately reassigned.
Maturities:
--------- Each Book-Entry Note will
mature on a date not less
than 9 months nor more
than 30 years after the
settlement date for such
Note.
Denominations:
------------- Book-Entry Notes will be
issued in principal
amounts of $1,000 or any
amount in excess thereof
that is an integral
multiple of $1,000.
Interest:
-------- General. Interest, if any,
-------
on
-6-
<PAGE>
each Book-Entry Note
will accrue from the
original issue date for
the first interest period
or the last date to which
interest has been paid, if
any, for each subsequent
interest period, on such
Book-Entry Note, and will
be calculated and paid in
the manner described in
the Prospectus Supplement
(as defined in the Agency
Agreement), as
supplemented by the
applicable Pricing
Supplement. Unless
otherwise specified
therein, each payment of
interest on a Book-Entry
Note will include interest
accrued to but excluding
the Interest Payment Date
or to but excluding the
maturity of any payment of
principal (hereinafter
referred to as
"Maturity"). Interest
payable at the Maturity of
a Book-Entry Note will be
payable to the person to
whom the principal of such
Note is payable. Standard
& Poor's Corporation will
use the information
received in the pending
deposit message described
under Settlement Procedure
"C" below in order to
include the amount of any
interest payable and
certain other information
regarding the related
Book-Entry Notes in the
appropriate (daily or
weekly) bond report
published by Standard &
Poor's Corporation.
Record Dates. The Record
Date with respect to any
Interest Payment Date
shall be the date 15
calendar days immediately
preceding such Interest
Payment Date.
Interest Payment Dates on
Fixed Rate Book-Entry
Notes. Unless otherwise
specified pursuant to
Settlement Procedure "A"
below,
-7-
<PAGE>
interest payments
on Fixed Rate Book-Entry
Notes will be made
semiannually on May 15 and
November 15 of each year
or annually on July 15 of
each year and at Maturity;
provided, however, that,
unless otherwise specified
pursuant to Settlement
Procedure "A" below, in
the case of a Fixed Rate
Book-Entry Note issued
between a Record Date and
an Interest Payment Date,
the first interest payment
will be made on the
Interest Payment Date
following the next
succeeding Record Date.
Interest Payment Dates on
Floating Rate Book-Entry
Notes. Interest payments
will be made on Floating
Rate Book-Entry Notes
monthly, quarterly,
semiannually or annually.
Unless otherwise agreed
upon, interest will be
payable, in the case of
Floating Rate Book-Entry
Notes with a monthly
Interest Payment Period,
on the third Wednesday of
each month; with a
quarterly Interest Payment
Period, on the third
Wednesday of March, June,
September and December of
each year; with a
semiannual Interest
Payment Period, on the
third Wednesday of the two
months specified pursuant
to Settlement Procedure
"A" below; and with an
annual Interest Payment
Period, on the third
Wednesday of the month
specified pursuant to
Settlement Procedure "A"
below; provided, however,
that, unless otherwise
specified pursuant to
Settlement Procedure "A"
below, in the case of a
Floating Rate Book-Entry
Note issued between a
Record Date and an
Interest Payment Date, the
first interest payment
will be
-8-
<PAGE>
made on the Interest
Payment Date following the
next succeeding Record
Date.
Notice of Interest Payment
and Record Dates. On the
first Business Day of
January, April, July and
October of each year,
Harris will deliver to the
Company and DTC a written
list of Record Dates and
Interest Payment Dates
that will occur with
respect to Book-Entry
Notes during the six-month
period beginning on such
first Business Day.
Promptly after each
Interest Determination
Date for Floating Rate
Book-Entry Notes, Harris,
as Calculation Agent, will
notify Standard & Poor's
Corporation of the
interest rates determined
on such Interest
Determination Date.
Calculation of
--------------
Interest:
-------- Fixed Rate Book-Entry
Notes. Unless otherwise
specified, interest on
Fixed Rate Book-Entry
Notes (including interest
for partial periods) will
be calculated on the basis
of a 360-day year of
twelve 30-day months.
Floating Rate Book-Entry
Notes. Interest rates on
Floating Rate Book-Entry
Notes will be determined
as set forth in the
Prospectus Supplement, as
supplemented by the
applicable Pricing
Supplement. Interest on
Floating Rate Book-Entry
Notes, except as otherwise
set forth therein, will be
calculated on the basis of
actual days elapsed and a
year of 360 days, except
that in the case of a
Floating Rate Book-Entry
Note for which the Base
Rate is the Treasury Rate,
interest will be
calculated on the basis of
-9-
<PAGE>
the actual number of days
in the year.
Payment of Principal
--------------------
and Interest:
------------
Payment of Interest Only.
Promptly after each Record
Date, Harris will deliver
to the Company and DTC a
written notice setting
forth, by CUSIP number,
the amount of interest to
be paid on each issue of
Book-Entry Notes on the
following Interest Payment
Date (other than an
Interest Payment Date
coinciding with Maturity)
and the total of such
amounts. DTC will confirm
the amount payable on each
issue of Book-Entry Notes
on such Interest Payment
Date by reference to the
appropriate (daily or
weekly) bond reports
published by Standard &
Poor's Corporation. The
Company will pay to
Harris, as paying agent,
the total amount of
interest due on such
Interest Payment Date
(other than at Maturity),
and Harris will pay such
amount to DTC, at the
times and in the manner
set forth below under
"Manner of Payment". If
any Interest Payment Date
or the Stated Maturity
Date (or the date of
redemption or repayment)
of a Fixed Rate Note falls
on a day that is not a
Business Day, the payment
will be made on the next
Business Day as if it were
made on the date such
payment was due, and no
interest will accrue on
the amount so payable for
the period from and after
such Interest Payment Date
or the Stated Maturity
Date (or the date of
redemption or repayment),
as the case may be. If any
Interest Payment Date for
any Floating Rate Note
would fall on a day that
is not a Business Day with
respect to such Note, such
Interest Payment Date will
be the following day
-10-
<PAGE>
that is a Business Day
with respect to such Note,
except that, in the case
of a LIBOR Note, if such
Business Day is in the
next succeeding calendar
month, such Interest
Payment Date will be the
immediately preceding day
that is a Business Day
with respect to such LIBOR
Note. If the Stated
Maturity Date (or date of
redemption or repayment)
of any Floating Rate Note
would fall on a day that
is not a Business Day, the
payment of interest and
principal (and premium, if
any) may be made on the
next succeeding Business
Day, and no interest on
such payment will accrue
for the period from and
after the Stated Maturity
Date (or the date of
redemption or repayment).
Payments at Maturity. On
or about the first
Business Day of each
month, Harris will deliver
to the Company, DTC and
the Trustee a written list
of principal and interest
to be paid on each issue
of Book-Entry Notes
represented by a single
CUSIP number maturing in
the following month.
Harris, the Company and
DTC will confirm the
amounts of such principal
and interest payments with
respect to each such issue
of Book-Entry Notes on or
about the fifth Business
Day preceding the Maturity
of such Book-Entry Notes.
On or before Maturity, the
Company will pay to
Harris, as paying agent,
the principal amount of
each issue of Book-Entry
Notes identified by a
single CUSIP number,
together with interest due
at such Maturity. Harris
will pay such amount to
DTC at the times and in
the manner set forth below
under "Manner of Payment".
If the
-11-
<PAGE>
Maturity of any issue of
Book-Entry Notes
identified by a single
CUSIP number is not a
Business Day, the payment
due on such day shall be
made on the next
succeeding Business Day
and no interest shall
accrue on such payment for
the period from and after
such Maturity. Promptly
after payment to DTC of
the principal and interest
due at Maturity of each
issue of Book-Entry Notes,
the Trustee will reduce
the principal amount of
the Master Security
representing the
Book-Entry Notes and so
advise the Company. On the
first Business Day of each
month, Harris will deliver
to the Trustee a written
statement indicating the
total principal amount of
outstanding Book-Entry
Notes as of the
immediately preceding
Business Day.
Manner of Payment. The
total amount of any
principal and interest due
on each issue of
Book-Entry Notes
identified by a single
CUSIP number on any
Interest Payment Date or
at Maturity shall be paid
by the Company to Harris
in immediately available
funds no later than 9:30
a.m. (New York City time)
on such date. The Company
will make such payment on
each such issue of
Book-Entry Notes by
instructing Harris to
withdraw funds from an
account maintained by the
Company at Harris or by
wire transfer to Harris.
The Company will confirm
any such instructions in
writing to Harris. Prior
to 10 A.M. (New York City
time) on the date of
Maturity or as soon as
possible thereafter,
Harris will pay by
separate wire transfer
(using Fedwire message
entry instructions
-12-
<PAGE>
in a form previously
specified by DTC) to an
account at the Federal
Reserve Bank of New York
previously specified by
DTC, in funds available
for immediate use by DTC,
each payment of principal
and interest due on each
issue of Book-Entry Notes
on such date. On each
Interest Payment Date
(other than at Maturity),
interest payments shall be
made to DTC, in funds
available for immediate
use by DTC, in accordance
with existing arrangements
between Harris and DTC. On
each such date, DTC will
pay, in accordance with
its SDFS operating
procedures then in effect,
such amounts in funds
available for immediate
use to the respective
Participants in whose
names the Book-Entry Notes
represented by the Master
Security are recorded in
the book-entry system
maintained by DTC. None of
the Company (as issuer or
as paying agent), the
Trustee or Harris shall
have any direct
responsibility or
liability for the payment
by DTC to such
Participants of the
principal of and interest
on the Book-Entry Notes.
Withholding Taxes. The
amount of any taxes
required under applicable
law to be withheld from
any interest payment on a
Book-Entry Note will be
determined and withheld by
the Participant, indirect
participant in DTC or
other person responsible
for forwarding payments
and materials directly to
the beneficial owner of
such Note.
Procedure for Rate
Setting and Posting:
The Company and the Agents
will discuss from time to
time the aggregate
principal amount of, the
-13-
<PAGE>
issuance price of, and the
interest rates to be borne
by, Book-Entry Notes that
may be sold as a result of
the solicitation of orders
by the Agents. If the
Company decides to set
prices of, and rates borne
by, any Book-Entry Notes
in respect of which the
Agents are to solicit
orders (the setting of
such prices and rates to
be referred to herein as
"posting") or if the
Company decides to change
prices or rates previously
posted by it, it will
promptly advise the Agents
of the prices and rates to
be posted.
Acceptance and
Rejection of Orders:
Unless otherwise
instructed by the Company,
each Agent will advise the
Company promptly by
telephone of all orders to
purchase Book-Entry Notes
received by such Agent,
other than those rejected
by it in whole or in part
in the reasonable exercise
of its discretion. Unless
otherwise agreed by the
Company and the Agents,
the Company has the right
to accept orders to
purchase Book-Entry Notes
and may reject any such
orders in whole or in
part.
Preparation of
Pricing Supplement:
If any order to purchase a
Book-Entry Note is
accepted by or on behalf
of the Company, the Agent
which presented the order
(the "Presenting Agent")
will prepare a pricing
supplement (a "Pricing
Supplement") reflecting
the terms of such
Book-Entry Note and will
deliver such Pricing
Supplement to the Company
for its review and
approval. The Presenting
Agent will make any
necessary changes to such
Pricing Supplement
requested by the Company
and promptly deliver a
revised Pricing Supplement
to the Company. The
-14-
<PAGE>
Company will arrange to
have ten copies of the
final Pricing Supplement
timely filed with the
Commission in accordance
with the applicable
paragraph of Rule 424(b)
under the Act. The
Presenting Agent will
cause a Prospectus and
Pricing Supplement to be
delivered to the purchaser
of such Book-Entry Note.
The Company will be
responsible for any
necessary deliveries of
the Prospectus and of any
Pricing Supplement to
Harris, the Trustee and
DTC.
In each instance that a
Pricing Supplement is
prepared, the Presenting
Agent will affix the
Pricing Supplement to
Prospectuses prior to
their use. Outdated
Pricing Supplements (other
than those retained for
files) will be destroyed.
Suspension of
Solicitation; Amendment or
Supplement:
Subject to the Company's
representations,
warranties and covenants
contained in the Agency
Agreement, the Company may
instruct the Agents to
suspend at any time, for
any period of time or
permanently, the
solicitation of orders to
purchase Book-Entry Notes.
Upon receipt of such
instructions, the Agents
will forthwith suspend
solicitation until such
time as the Company has
advised them that such
solicitation may be
resumed.
In the event that at the
time the Company suspends
solicitation of purchases
there shall be any orders
outstanding for
settlement, the Company
will promptly advise the
Agents, the Trustee and
Harris whether such orders
may be settled and whether
copies of the
-15-
<PAGE>
Prospectus as in effect at
the time of the
suspension, together with
the appropriate Pricing
Supplement, may be
delivered in connection
with the settlement of
such orders. The Company
will have the sole
responsibility for such
decision and for any
arrangements that may be
made in the event that the
Company determines that
such orders may not be
settled or that copies of
such Prospectus may not be
so delivered.
If the Company decides to
amend or supplement the
Registration Statement (as
defined in the Agency
Agreement) or the
Prospectus, it will
promptly advise the Agents
and furnish the Agents
with the proposed
amendment or supplement
and with such certificates
and opinions as are
required, all to the
extent required by and in
accordance with the terms
of the Agency Agreement.
Subject to the provisions
of the Agency Agreement,
the Company may file with
the Commission any such
supplement to the
Prospectus relating to the
Notes. The Company will
provide the Agents, the
Trustee and Harris with
copies of any such
supplement, and confirm to
the Agents that such
supplement has been filed
with the Commission
pursuant to the applicable
paragraph of Rule 424(b).
Procedures For
Rate Changes:
When the Company has
determined to change the
interest rates of
Book-Entry Notes being
offered, it will promptly
advise the Agents and the
Agents will forthwith
suspend solicitation of
orders. The Agents will
telephone the Company
-16-
<PAGE>
with recommendations as to
the changed interest
rates. At such time as the
Company has advised the
Agents of the new interest
rates, the Agents may
resume solicitation of
orders. Until such time
only "indications of
interest" may be recorded.
Delivery of
Prospectus:
A copy of the Prospectus
and a Pricing Supplement
relating to a Book-Entry
Note must accompany or
precede the earliest of
any written offer of such
Book-Entry Note,
confirmation of the
purchase of such
Book-Entry Note and
payment for such
Book-Entry Note by its
purchaser. If notice of a
change in the terms of the
Book-Entry Notes is
received by the Agents
between the time an order
for a Book-Entry Note is
placed and the time
written confirmation
thereof is sent by the
Presenting Agent to a
customer or his agent,
such confirmation shall be
accompanied by a
Prospectus and Pricing
Supplement setting forth
the terms in effect when
the order was placed.
Subject to "Suspension of
Solicitation; Amendment or
Supplement" above, the
Presenting Agent will
deliver a Prospectus and
Pricing Supplement as
herein described with
respect to each Book-Entry
Note sold by it. The
Company will make such
delivery if such
Book-Entry Note is sold
directly by the Company to
a purchaser (other than an
Agent).
Confirmation:
For each order to purchase
a Book-Entry Note
solicited by any Agent and
accepted by or on behalf
of the Company, the
Presenting Agent will
issue a confirmation to
the purchaser, with a copy
to the
-17-
<PAGE>
Company, setting forth the
details set forth above
and delivery and payment
instructions.
Settlement:
----------
The receipt by the Company
of immediately available
funds in payment for a
Book-Entry Note and
receipt by Harris of a
properly completed Pricing
Supplement shall
constitute "settlement"
with respect to such
Book-Entry Note. All
orders accepted by the
Company will be settled on
the fifth Business Day
following the date of sale
of such Book-Entry Note
pursuant to the timetable
for settlement set forth
below unless the Company
and the purchaser agree to
settlement on another day
which shall be no earlier
than the next Business Day
following the date of
sale.
Settlement
----------
Procedures:
----------
Settlement Procedures with
regard to each Book-Entry
Note sold by the Company
through any Agent, as
agent, shall be as
follows:
A. The Presenting Agent
will advise the
Company by telephone
of the following
settlement
information:
1. Principal amount.
2. Stated Maturity Date
and, if applicable,
the Extension Period
and Final Maturity
Date.
3. In the case of a Fixed
Rate Book-Entry Note,
the interest rate or,
in the case of a
Floating Rate
Book-Entry Note, the
Base Rate, initial
interest rate (if
known at such time),
Index Maturity,
-18-
<PAGE>
Interest Reset Period,
Interest Reset Dates,
Spread and/or Spread
Multiplier (if any),
minimum interest rate
(if any) and maximum
interest rate (if
any).
4. In the case of a
Currency Indexed Note,
the Specified
Currency, the Indexed
Currency, the Face
Amount, the Base
Exchange Rate, Base
Interest Rate, if any,
the Determination
Agent and the
Reference Dealers, and
in the case of an
Other Indexed Note,
the terms thereof.
5. Interest Payment Dates
and the Interest
Payment Period.
6. Optional Reset Dates,
if any.
7. Redemption provisions,
if any.
8. Repayment provisions,
if any.
9. Settlement date.
10. Price.
11. Presenting Agent's
commission, determined
as provided in Section
2 of the Agency
Agreement.
12. Whether such
Book-Entry Note is
issued at an original
issue discount and, if
so, the total amount
of OID, the yield to
maturity and the
-19-
<PAGE>
initial accrual period
OID.
B. The Company will
assign a CUSIP number
to each issue of
Book-Entry Notes with
the same Terms
specified in a Pricing
Supplement and then
advise Harris by
telephone (confirmed
in writing at any time
on the same date) or
electronic
transmission of the
information set forth
in Settlement
Procedure "A" above,
such CUSIP number and
the name of the
Presenting Agent. The
Company will also
notify the Presenting
Agent by telephone of
such CUSIP number as
soon as practicable.
Each such
communication by the
Company shall
constitute a
representation and
warranty by the
Company to Harris, the
Trustee and the Agents
that (i) such
Book-Entry Notes are
then, and at the time
of issuance and sale
thereof will be, duly
authorized for
issuance and sale by
the Company, (ii) such
Book-Entry Notes, will
conform with the terms
of the Indenture and
(iii) after giving
effect to the issuance
of such Book-Entry
Notes and any other
Securities (as defined
in the Agency
Agreement) to be
issued on or prior to
the settlement date
for the sale of such
Book-Entry Notes, the
aggregate amount of
Securities which have
been issued and sold
by the Company will
not exceed the amount
of Securities
registered under the
Registration Statement
(as
-20-
<PAGE>
defined in the Agency
Agreement).
C. Harris will enter a
pending deposit
message through DTC's
Participant Terminal
System providing the
following settlement
information to DTC
(which shall route
such information to
Standard & Poor's
Corporation),
Interactive Data
Corporation, the
Presenting Agent and,
upon request, the
Trustee:
1. The information set
forth in Settlement
Procedure "A".
2. Identification as a
Fixed Rate Book-Entry
Note or a Floating
Rate Book-Entry Note.
3. Initial Interest
Payment Date for each
issue of Book-Entry
Notes, number of days
by which such date
follows the related
Record Date (which
shall be the Record
Date as defined in the
Prospectus Supplement)
and amount of interest
payable on such
Interest Payment Date.
4. The Interest Payment
Period.
5. CUSIP number of such
issue of Book-Entry
Notes.
6. Whether such CUSIP
number will identify
any other issue of
Book-Entry Notes (to
the extent known at
such time).
-21-
<PAGE>
7. Numbers of the
participant accounts
maintained by DTC on
behalf of Harris, the
Trustee and the
Presenting Agent.
D. To the extent the Company
has not already done so,
the Company will deliver
to Harris a Pricing
Supplement in a form that
has been approved by the
Company, the Agents and
Harris.
E. DTC will credit such
Book-Entry Notes to
Harris's participant
account at DTC.
F. Harris will enter an SDFS
deliver order through
DTC's Participant
Terminal System
instructing DTC to (i)
debit such Book-Entry
Notes to Harris's
participant account and
credit such Book-Entry
Notes to the Presenting
Agent's participant
account and (ii) debit
the Presenting Agent's
settlement account and
credit Harris's
settlement account for an
amount equal to the price
of such Book-Entry Notes
less the Presenting
Agent's commission. The
entry of such a deliver
order shall constitute a
representation and
warranty by Harris to DTC
that (i) such Book-Entry
Notes have been duly
authorized and issued and
(ii) Harris is holding
the Master Security
representing such
Book-Entry Notes pursuant
to the Medium-Term Note
Certificate Agreement
between Harris and DTC.
-22-
<PAGE>
G. The Presenting Agent will
enter an SDFS deliver
order through DTC's
Participant Terminal
System instructing DTC
(i) to debit such
Book-Entry Note to the
Presenting Agent's
participant account and
credit such Book-Entry
Note to the participant
accounts of the
Participants with respect
to such Book-Entry Note
and (ii) to debit the
settlement accounts of
such Participants and
credit the settlement
account of the Presenting
Agent for an amount equal
to the price of such
Book-Entry Note.
H. Transfers of funds in
accordance with SDFS
deliver orders described
in Settlement Procedures
"F" and "G" will be
settled in accordance
with SDFS operating
procedures in effect on
the settlement date.
I. Harris will, upon receipt
of funds from the Agent
in accordance with
Settlement Procedure "F",
credit to an account of
the Company maintained at
Harris (or wire transfer
to an account of the
Company maintained at
another bank in the
United States, as
directed in writing by
the Company) funds
available for immediate
use in the amount
transferred to Harris in
accordance with
Settlement Procedure "F".
J. The Presenting Agent will
confirm the purchase of
such Book-Entry Notes to
the purchaser either by
transmitting to the
-23-
<PAGE>
Participants with respect
to such Book-Entry Notes
a confirmation order or
orders through DTC's
institutional delivery
system or by mailing a
written confirmation to
such purchaser.
Settlement
----------
Procedures Timetable:
---------- --------- For orders of Book-Entry
Notes solicited by any
Agent and accepted by the
Company for settlement on
the first Business Day
after the sale date,
Settlement Procedures "A"
through "J" set forth
above shall be completed
as soon as possible but
not later than the
respective times (New York
City time) set forth
below:
Settlement
----------
Procedure Time
--------- ----
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before
settlement
E 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H 4:45 P.M. on settlement date
I-J 5:00 P.M. on settlement date
If a sale is to be
settled more than one
Business Day after the
sale date, Settlement
Procedures "A", "B" and
"C" shall be
-24-
<PAGE>
completed as soon as
practicable but no later
than 11:00 A.M. and 12:00
Noon on the first Business
Day after the sale date
and no later than 2:00
P.M. on the Business Day
before the settlement
date, respectively. If the
initial interest rate for
a Floating Rate Book-Entry
Note has not been
determined at the time
that Settlement Procedure
"A" is completed,
Settlement Procedures "B"
and "C" shall be completed
as soon as such rate has
been determined but no
later than 12:00 Noon and
2:00 P.M., respectively,
on the Business Day before
the settlement date.
Settlement Procedure "H"
is subject to extension in
accordance with any
extension of Fedwire
closing deadlines and in
the other events specified
in SDFS operating
procedures in effect on
the settlement date.
If settlement of a
Book-Entry Note is
rescheduled or canceled,
Harris will deliver to
DTC, through DTC's
Participant Terminal
System, a cancelation
message to such effect by
no later than 2:00 P.M. on
the Business Day
immediately preceding the
scheduled settlement date.
Failure to Settle:
-----------------
If Harris fails to enter
an SDFS deliver order with
respect to a Book-Entry
Note pursuant to
Settlement Procedure "F",
Harris may deliver to DTC,
through DTC's Participant
Terminal System, as soon
as practicable, a
withdrawal message
instructing DTC to debit
such Book-Entry Note to
Harris's participant
account. DTC will process
the withdrawal message,
provided that Harris's
participant account
contains a principal
amount of Book-Entry Notes
represented by the Master
Security that is at least
equal to the principal
amount to be debited. If a
withdrawal message is
processed with respect to
all the Book-Entry Notes
identified by a single
CUSIP number, the Trustee
will advise the Company
and Harris, and Harris
will make appropriate
entries in its records.
The CUSIP number assigned
to such Book-Entry Notes
-25-
<PAGE>
shall, in accordance with
CUSIP Service Bureau
procedures, be canceled
and not immediately
reassigned. If a
withdrawal message is
processed with respect to
one or more, but not all,
of the Book-Entry Notes
identified by a single
CUSIP number, the Trustee
will advise the Company
and Harris, and Harris
will make appropriate
entries in its records.
If the purchase price for
any Book-Entry Note is not
timely paid to the
Participants with respect
to such Note by the
beneficial purchaser
thereof (or a person,
including an indirect
participant in DTC, acting
on behalf of such
purchaser), such
Participants and, in turn,
the Presenting Agent may
enter SDFS deliver orders
through DTC's Participant
Terminal System reversing
the orders entered
pursuant to Settlement
Procedures "F" and "G",
respectively. Thereafter,
Harris will deliver the
withdrawal message and
take the related actions
described in the preceding
paragraph. If such failure
shall have occurred for
any reason other than a
default by the Presenting
Agent in the performance
of its obligations
hereunder and under the
Agency Agreement, then the
Company will reimburse the
Presenting Agent or
Harris, as applicable, on
an equitable basis for the
loss of the use of the
funds during the period
when they were credited to
the account of the
Company.
Notwithstanding the
foregoing, upon any
failure to settle with
respect to a Book-Entry
Note, DTC
-26-
<PAGE>
may take any actions in
accordance with its SDFS
operating procedures then
in effect.
Trustee and Harris
------------------
Not to Risk Funds:
-----------------
Nothing herein shall be
deemed to require the
Trustee or Harris to risk
or expend its own funds in
connection with any
payment to the Company,
DTC, the Agents or the
purchaser, it being
understood by all parties
that payments made by the
Trustee or Harris to the
Company, DTC, the Agents
or the purchaser shall be
made only to the extent
that funds are provided to
the Trustee or Harris for
such purpose.
Authenticity of
---------------
Signatures:
---------- The Company will cause
the Trustee to furnish the
Agents with the specimen
signature of the Trustee's
officer who has been
authorized by the Trustee
to authenticate the Master
Security, but no Agent
will have any obligation
or liability to the
Company or the Trustee in
respect of the
authenticity of the
signature of the officer,
employee or agent of the
Company or the Trustee on
the Master Security.
Periodic Statements
-------------------
from Harris:
-----------
Periodically, Harris will
send to the Company a
statement setting forth
the principal amount of
Book-Entry Notes
outstanding as of that
date and setting forth a
brief description of any
sales of Book-Entry Notes
of which the Company has
advised Harris but which
have not yet been settled.
-27-
<PAGE>
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent in
connection with the Certificated Notes.
Issuance:
--------
Each Certificated Note
will be dated and issued
as of the date of its
authentication by the
Trustee. Each Certificated
Note will bear an Original
Issue Date, which will be
(i) with respect to an
original Certificated Note
(or any portion thereof),
its original issuance date
(which will be the
settlement date) and (ii)
with respect to any
Certificated Note (or
portion thereof) issued
subsequently upon transfer
or exchange of a
Certificated Note or in
lieu of a destroyed, lost
or stolen Certificated
Note, the Original Issue
Date of the predecessor
Certificated Note,
regardless of the date of
authentication of such
subsequently issued
Certificated Note.
Registration:
------------
Certificated Notes will be
issued only in fully
registered form without
coupons.
Transfers and
-------------
Exchanges:
---------
A Certificated Note may be
presented for transfer or
exchange at the principal
corporate trust office of
the Trustee. Certificated
Notes will be exchangeable
for other Certificated
Notes having identical
terms but different
authorized denominations.
Certificated Notes will
not be exchangeable for
Book-Entry Notes.
Maturities:
----------
Each Certificated Note
will mature
-28-
<PAGE>
on a date not less than 9
months nor more than 30
years after the settlement
date for such Note.
Denominations:
-------------
The denomination of any
Certificated Note
denominated in U.S.
dollars will be a minimum
of $1,000 or any amount in
excess thereof that is an
integral multiple of
$1,000. The authorized
denominations of
Certificated Notes
denominated in any other
currency will be specified
pursuant to "Settlement
Procedures" below.
Interest:
--------
General. Interest, if any,
on each Certificated Note
will accrue from the
original issue date for
the first interest period
or the last date to which
interest has been paid, if
any, for each subsequent
interest period, and will
be calculated and paid in
the manner described in
such Note and in the
Prospectus, as
supplemented by the
applicable Pricing
Supplement. Unless
otherwise specified
therein, each payment of
interest on a Certificated
Note will include interest
accrued to but excluding
the Interest Payment Date
(provided that, in the
case of Certificated Notes
which reset daily or
weekly, interest payments
will include accrued
interest to but excluding
the Record Date
immediately preceding the
Interest Payment Date) or
to but excluding Maturity.
Record Dates. The Record
Date with respect to any
Interest Payment Date
shall be the date 15
calendar days immediately
preceding such Interest
Payment Date.
-29-
<PAGE>
Fixed Rate Certificated
Notes. Unless otherwise
specified pursuant to
Settlement Procedure "A"
below, interest payments
on Fixed Rate Certificated
Notes will be made
semiannually on May 15 and
November 15 of each year
or annually on July 15 of
each year and at Maturity;
provided, however, that,
unless otherwise specified
pursuant to Settlement
Procedure "A" below, in
the case of a Fixed Rate
Certificated Note issued
between a Record Date and
an Interest Payment Date,
the first interest payment
will be made on the
Interest Payment Date
following the next
succeeding Record Date.
Floating Rate Certificated
Notes. Interest payments
will be made on Floating
Rate Certificated Notes
monthly, quarterly,
semiannually or annually.
Interest will be payable,
in the case of Floating
Rate Certificated Notes
with a monthly Interest
Payment Period, on the
third Wednesday of each
month; with a quarterly
interest Payment Period,
on the third Wednesday of
March, June, September and
December of each year;
with a semiannual Interest
Payment Period, on the
third Wednesday of the two
months specified pursuant
to Settlement Procedure
"A" below; and with an
annual Interest Payment
Period, on the third
Wednesday of the month
specified pursuant to
Settlement Procedure "A"
below; provided, however,
that, unless otherwise
specified pursuant to
Settlement Procedure "A"
Below, in the case of a
Floating Rate Certificated
Note issued between a
Record Date
-30-
<PAGE>
and an Interest Payment
Date, the first interest
payment will be made on
the Interest Payment Date
following the next
succeeding Record Date.
Calculation of Interest:
-----------------------
Fixed Rate Certificated
Notes. Unless otherwise
specified pursuant to
Settlement Procedure "A"
below, interest on Fixed
Rate Certificated Notes
(including interest for
partial periods) will be
calculated on the basis of
a 360-day year of twelve
30-day months.
Floating Rate Certificated
Notes. Interest rates on
Floating Rate Certificated
Notes will be determined
as set forth in the form
of Notes. Interest on
Floating Rate Certificated
Notes, except as otherwise
set forth therein, will be
calculated on the basis of
actual days elapsed and a
year of 360 days, except
that in the case of a
Floating Rate Certificated
Note for which the Base
Rate is the Treasury Rate,
interest will be
calculated on the basis of
the actual number of days
in the year.
Payments of
-----------
Principal and Interest:
----------------------
Promptly after each Record
Date, the Trustee will
furnish the Company with a
list of interest payments
to be made on the
following Interest Payment
Date for each Certificated
Note and in total for all
Certificated Notes. The
Trustee will provide
monthly to the Company
lists of principal and
interest, to the extent
ascertainable, to be paid
on Certificated Notes
maturing in the next
month. The Company will
provide to the Trustee not
later than any payment
date sufficient
-31-
<PAGE>
moneys to pay in full all
principal and interest
payments due on such
payment date. The Trustee
shall make all such
payments in accordance
with the terms of the
Notes.
The Trustee will be
responsible for
withholding taxes on
interest paid on
Certificated Notes as
required by applicable
law.
If any Interest Payment
Date or the Stated
Maturity Date (or the date
of redemption or
repayment) of a Fixed Rate
Note falls on a day that
is not a Business Day, the
payment will be made on
the next Business Day as
if it were made on the
date such payment was due,
and no interest will
accrue on the amount so
payable for the period
from and after such
Interest Payment Date or
the Stated Maturity Date
(or the date of redemption
or repayment), as the case
may be. If any Interest
Payment Date for any
Floating Rate Note would
fall on a day that is not
a Business Day with
respect to such Note, such
Interest Payment Date will
be the following day that
is a Business Day with
respect to such Note,
except that, in the case
of a LIBOR Note, if such
Business Day is in the
next succeeding calendar
month, such Interest
Payment Date will be the
immediately preceding day
that is a Business Day
with respect to such LIBOR
Note. If the Stated
Maturity Date (or date of
redemption or repayment)
of any Floating Rate Note
would fall on a day that
is not a Business Day, the
payment of interest and
principal (and premium, if
any) may be made on the
next succeeding
-32-
<PAGE>
Business Day, and no
interest on such payment
will accrue for the period
from and after the Stated
Maturity Date (or the date
of redemption or
repayment).
Procedure for Rate
------------------
Setting and Posting:
-------------------
The Company and the Agents
will discuss from time to
time the aggregate
principal amount of, the
issuance price of, and the
interest rates to be borne
by, Notes that may be sold
as a result of the
solicitation of orders by
the Agents. If the Company
decides to set prices of,
and rates borne by, any
Notes in respect of which
the Agents are to solicit
orders (the setting of
such prices and rates to
be referred to herein as
"posting") or if the
Company decides to change
prices or rates previously
posted by it, it will
promptly advise the Agents
of the prices and rates to
be posted.
Acceptance and
---------------
Rejection of Orders:
--------------------
Unless otherwise
instructed by the Company,
each Agent will advise the
Company promptly by
telephone of all orders to
purchase Certificated
Notes received by such
Agent, other than those
rejected by it in whole or
in part in the reasonable
exercise of its
discretion. Unless
otherwise agreed by the
Company and the Agents,
the Company has the sole
right to accept orders to
purchase Certificated
Notes and may reject any
such orders in whole or in
part.
Preparation of
---------------
Pricing Supplement:
------------------
If any order to purchase a
Certificated Note is
accepted by or on behalf
of the Company, the Agent
which presented the order
(the "Presenting Agent")
will prepare a pricing
supplement (a
-33-
<PAGE>
"Pricing Supplement")
reflecting the terms of
such Certificated Note and
will deliver such Pricing
Supplement to the Company
for its review and
approval. The Presenting
Agent will make any
necessary changes to such
Pricing Supplement
requested by the Company
and promptly deliver a
revised Pricing Supplement
to the Company. The
Company will arrange to
have 10 copies of the
final Pricing Supplement
timely filed with the
Commission in accordance
with the applicable
paragraph of Rule 424(b)
under the Act. The
Presenting Agent will
cause a Prospectus and
Pricing Supplement to be
delivered to the purchaser
of such Certificated Note.
The Company will be
responsible for any
necessary deliveries of
the Prospectus and of any
Pricing Supplement to
Harris, the Trustee and
DTC.
In each instance that a
Pricing Supplement is
prepared, the Presenting
Agent will affix the
Pricing Supplement to
Prospectuses prior to
their use. Outdated
Pricing Supplements (other
than those retained for
files) will be destroyed.
Suspension of
---------------
Solicitation;
------------
Amendment or
------------
Supplement:
-----------
Subject to the Company's
representations,
warranties and covenants
contained in the Agency
Agreement, the Company may
instruct the Agents to
suspend at any time for
any period of time or
permanently, the
solicitation of orders to
purchase Certificated
Notes. Upon receipt of
such instructions, the
Agents will forthwith
suspend solicitation until
such time as the Company
has
-34-
<PAGE>
advised them that such
solicitation may be
resumed.
In the event that at the
time the Company suspends
solicitation of purchases
there shall be any orders
outstanding for
settlement, the Company
will promptly advise the
Agents and the Trustee
whether such orders may be
settled and whether copies
of the Prospectus as in
effect at the time of the
suspension, together with
the appropriate Pricing
Supplement, may be
delivered in connection
with the settlement of
such orders. The Company
will have the sole
responsibility for such
decision and for any
arrangements that may be
made in the event that the
Company determines that
such orders may not be
settled or that copies of
such Prospectus may not be
so delivered.
If the Company decides to
amend or supplement the
Registration Statement or
the Prospectus, it will
promptly advise the Agents
and furnish the Agents
with the proposed
amendment or supplement
and with such certificates
and opinions as are
required, all to the
extent required by and in
accordance with the terms
of the Agency Agreement.
Subject to the provisions
of the Agency Agreement,
the Company may file with
the Commission any
supplement to the
Prospectus relating to the
Notes. The Company will
provide the Agents and the
Trustee with copies of any
such supplement, and
confirm to the Agents that
such supplement has been
filed with the Commission
pursuant to the applicable
paragraph of Rule 424(b).
-35-
<PAGE>
Procedure for
-------------
Rate Changes:
-------------
When the Company has
determined to change the
interest rates of
Certificated Notes being
offered, it will promptly
advise the Agents and the
Agents will forthwith
suspend solicitation of
orders. The Agents will
telephone the Company with
recommendations as to the
changed interest rates. At
such time as the Company
has advised the Agents of
the new interest rates,
the Agents may resume
solicitation of orders.
Until such time only
"indications of interest"
may be recorded.
Delivery of
-----------
Prospectus:
-----------
A copy of the Prospectus
and a Pricing Supplement
relating to a Certificated
Note must accompany or
precede the earliest of
any written offer of such
Certificated Note,
confirmation of the
purchase of such
Certificated Note and
payment for such
Certificated Note by its
purchaser. If notice of a
change in the terms of
Certificated Notes is
received by the Agents
between the time an order
for a Certificated Note is
placed and the time
written con-firmation
thereof is sent by the
Presenting Agent to a
customer or his agent,
such confirmation shall be
accompanied by a
Prospectus and Pricing
Supplement setting forth
the terms in effect when
the order was placed.
Subject to "Suspension of
Solicitation; Amendment or
Supplement" above, the
Presenting Agent will
deliver a Prospectus and
Pricing Supplement as
herein described with
respect to each
Certificated Note sold by
it. The Company will make
such delivery if such
Certificated Note is sold
directly by the Company to
a purchaser (other than
any Agent).
-36-
<PAGE>
Confirmation:
------------
For each order to purchase
a Certificated Note
solicited by any Agent and
accepted by or on behalf
of the Company, the
Presenting Agent will
issue a confirmation to
the purchaser, with a copy
to the Company, setting
forth the details set
forth above and delivery
and payment instructions.
Settlement:
----------
The receipt by the Company
of immediately available
funds in exchange for an
authenticated Certificated
Note delivered to the
Presenting Agent and the
Presenting Agent's
delivery of such
Certificated Note against
receipt of immediately
available funds shall,
with respect to such
Certificated Note,
constitute "settlement".
All orders accepted by the
Company will be settled on
the fifth Business Day
following the date of sale
pursuant to the timetable
for settlement set forth
below, unless the Company
and the purchaser agree to
settlement on another day
which shall be no earlier
than the next Business Day
following the date of
sale.
Settlement
----------
Procedures:
-----------
Settlement Procedures with
regard to each
Certificated Note sold by
the Company through any
Agent, as agent, shall be
as follows:
A. The Presenting Agent will
advise the Company by
telephone of the following
settlement information:
1. Name in which such
Certificated Note is to
be registered
("Registered Owner").
2. Address of the Registered
Owner and address for
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<PAGE>
payment of principal and
interest.
3. Taxpayer identification
number of the Registered
Owner (if available).
4. Principal amount.
5. Stated Maturity Date and,
if applicable, the
Extension Period and
Final Maturity Date.
6. In the case of a Fixed
Rate Certificated Note,
the interest rate or, in
the case of a Floating
Rate Certificated Note,
the initial interest rate
(if known at such time),
Base Rate, Index
Maturity, Interest Reset
Period, Interest Reset
Dates, Spread and/or
Spread Multiplier (if
any), minimum interest
rate (if any) and maximum
interest rate (if any).
7. In the case of a Currency
Indexed Note, the
Specified Currency, the
Indexed Currency, the
Face Amount, the Base
Exchange Rate, the
Determination Agent and
the Reference Dealers,
and in the case of an
Other Indexed Note, the
terms thereof.
8. Interest Payment Dates
and the Interest Payment
Period.
9. Specified Currency and
whether the option to
elect payment in a
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<PAGE>
Specified Currency
applies and if the
Specified Currency is not
U.S. dollars, the
authorized denominations.
10. Optional Reset Dates, if
any.
11. Redemption provisions, if
any.
12. Repayment provisions, if
any.
13. Settlement date.
14. Price (including
currency).
15. Presenting Agent's
commission, determined as
provided in Section 2 of
the Agency Agreement.
16. Whether such Certificated
Note is issued at an
original issue discount,
and, if so, the total
amount of OID, the yield
to maturity and the
initial accrual period
OID.
B. The Company will advise
the Trustee by telephone
(confirmed in writing at
any time on the sale
date) or electronic
transmission of the
information set forth in
Settlement Procedure "A"
above and the name of the
Presenting Agent. Each
such communication by the
Company shall constitute
a represen-tation and
warranty by the Company
to the Trustee and the
Agents that (i) such
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<PAGE>
Certificated Note is
then, and at the time of
issuance and sale thereof
will be, duly authorized
for issuance and sale by
the Company, (ii) such
Certificated Note will
conform with the terms of
the Indenture and (iii)
after giving effect to
the issuance of such
Certificated Note and any
other Securities (as
defined in the Agency
Agreement) to be issued
on or prior to the
settlement date for the
sale of such Certificated
Note, the aggregate
amount of Securities
which have been issued
and sold by the Company
will not exceed the
amount of Securities
registered under the
Registration Statement
(as defined in the Agency
Agreement).
C. The Company will deliver
to the Trustee a
pre-printed four-ply
packet for such
Certificated Note, which
packet will contain the
following documents in
forms that have been
approved by Company, the
Agents and the Trustee:
1. Certificated Note with
customer confirmation.
2. Stub One - For
Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the
Company.
D. The Trustee will complete
such Certificated Note
and will authenticate
such Certificated
-40-
<PAGE>
Note and deliver it (with
the confirmation) and
Stubs One and Two to the
Presenting Agent, and the
Presenting Agent will
acknowledge receipt of
the Note by stamping or
otherwise marking Stub
One and returning it to
the Trustee. Such
delivery will be made
only against such
acknowledgment of receipt
and evidence that
instructions have been
given by the Presenting
Agent for payment to the
account of the Company at
such bank in the United
States as the Company
shall have specified in
funds available for
immediate use, of an
amount equal to the price
of such Certificated Note
less the Presenting
Agent's commission. In
the event that the
instructions given by the
Presenting Agent for
payment to the account of
the Company are revoked,
the Company will as
promptly as possible wire
transfer to the account
of the Presenting Agent
an amount of immediately
available funds equal to
the amount of such
payment made.
E. The Presenting Agent will
deliver such Certificated
Note (with the
confirmation) to the
customer against payment
in immediately payable
funds. The Presenting
Agent will obtain the
acknowledgement of
receipt of such
Certificated Note by
retaining Stub Two.
F. The Trustee will send
Stub Three to the Company
by first-class mail.
-41-
<PAGE>
Settlement
---------
Procedures
----------
Timetable:
---------
For orders of
Certificated Notes
solicited by any Agent, as
agent, and accepted by the
Company, Settlement
Procedures "A" through "F"
set forth above shall be
completed on or before the
respective times (New York
City time) set forth
below:
Settlement
----------
Procedure Time
--------- -----
A 2:00 P.M. on the day
before settlement
B-C 3:00 P.M. on the day before
settlement
D 2:15 P.M. on settlement date
E 3.00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure to
----------
Settle:
-------
If a purchaser fails to
accept delivery of and
make payment for any
Certificated Note, the
Presenting Agent will
notify the Company and the
Trustee by telephone and
return such Certificated
Note to the Trustee. Upon
receipt of such notice,
the Company will
immediately wire transfer
to the account of the
Presenting Agent an amount
equal to the amount
previously credited to
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<PAGE>
the account of Company in
respect of such
Certificated Note. Such
wire transfer will be
made on the settlement
date, if possible, and in
any event not later than
the Business Day
following the settlement
date. If the failure
shall have occurred for
any reason other than a
default by the Presenting
Agent in the performance
of its obligations
hereunder and under the
Agency Agreement, then
the Company will
reimburse the Presenting
Agent or the Trustee, as
appropriate, on an
equitable basis for its
loss of the use of the
funds during the period
when they were credited
to the account of the
Company. Immediately upon
receipt of the
Certificated Note in
respect of which such
failure occurred, the
Trustee will cancel such
Certificated Note in
accordance with the
Indenture and so advise
the Company and the
Trustee will make
appropriate entries in
its records.
Trustee Not to
--------------
Risk Funds:
---------
Nothing herein shall be
deemed to require the
Trustee to risk or expend
its own funds in
connection with any
payment to the Company,
the Agents or the
purchaser, it being
understood by all parties
that payments made by the
Trustee to the Company,
the Agents or the
purchaser shall be made
only to the extent that
funds are provided to the
Trustee for such purpose.
Authenticity of
---------------
Signatures:
----------
The Company will cause
the Trustee to furnish the
Agents from time to time
with the specimen
signatures of each of the
Trustee's officers,
employees or agents who
has been authorized by the
Trustee to authenticate
Certificated Notes, but no
Agent will have any
obligation or liability to
the Company or the Trustee
in respect of the
authenticity of the
signature of any officer,
employee or agent of the
Company or the Trustee on
any Certificated Note.
Periodic Statements
-------------------
from the Trustee:
----------------
Periodically, the Trustee
will send to the Company a
statement setting forth
the principal amount of
Certificated Notes
outstanding as of that
date and setting forth a
brief description of any
sales of Certificated
Notes of which the Company
has advised the Trustee
but which have not yet
been settled.
-43-
<PAGE>
EXHIBIT B
Johnson & Johnson
Medium Term Notes, Series C
Due from 9 Months to 30 Years from Date of Issue
TERMS AGREEMENT
October , 1994
New York, New York
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated October , 1994, among Salomon
Brothers Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated and you, the undersigned
agrees to purchase the following Notes of Johnson & Johnson:
Aggregate Principal Amount: $2,585,000,000
Date of Maturity:
Interest Rate:
Interest Payment Dates:
Record Dates:
Closing Date:
Discount: % of Principal Amount
Purchase Price: % of Principal Amount [plus
accrued interest from
, 199 ]
Purchase Date and Time:
<PAGE>
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
[Note--Wire transfer
unless otherwise
specified]
[If wire transfer, designate name and address of bank,
ABA No., Account No., and reference:]
Documents, if any, to be
delivered pursuant to
Section 6(b) of the
Agreement:
Modifications, if any, in the requirements to deliver the
documents specified in Section 6(b) of the Agreement:
Additional documents not referred to in Section 6(b) of the
Agreement to be delivered to the undersigned (unless
otherwise specified, the obligations of the undersigned to
purchase Notes hereunder are hereby expressly conditioned on
the delivery of such additional documents and on such
additional documents being in form and substance
satisfactory to the undersigned):
Period during which additional
debt securities with terms
substantially similar to the
2
<PAGE>
Notes to be purchased hereunder may not be sold pursuant to
Section 4(l) of the Agreement:
[Purchaser]
by
-------------------------
Accepted:
JOHNSON & JOHNSON
By:
-----------------------
Name:
Title:
3
Exhibit 4(a)
Conformed Copy
JOHNSON & JOHNSON
AND
HARRIS TRUST AND SAVINGS BANK,
as Trustee
---------
INDENTURE
Dated as of September 15, 1987
<PAGE>
TABLE OF CONTENTS
Article Section Heading Page
- ------- ------- ------- ----
1 DEFINITIONS AND INCORPORATION BY
REFERENCE 1
1.01 Definitions 1
1.02 Other Definitions 2
1.03 Incorporation by Reference of Trust
Indenture Act 3
1.04 Rules of Construction 3
2 THE SECURITIES 3
2.01 Unlimited in Amount, Issuable in
Series, Form and Dating 3
2.02 Execution and Authentication 5
2.03 Registrar and Paying Agent 6
2.04 Paying Agent to Hold Money in Trust 6
2.05 Securityholder Lists 6
2.06 Transfer and Exchange 6
2.07 Replacement Securities 7
2.08 Outstanding Securities 7
2.09 Treasury Securities 7
2.10 Temporary Securities 8
2.11 Cancellation 8
2.12 Defaulted Interest 8
3 REDEMPTION 8
3.01 Notices to Trustee 8
3.02 Selection of Securities to be Redeemed 9
3.03 Notice of Redemption 9
3.04 Effect of Notice of Redemption 10
3.05 Deposit of Redemption Price 10
3.06 Securities Redeemed in Part 10
4 COVENANTS 10
4.01 Payment of Securities 10
4.02 SEC Reports 10
4.03 Compliance Certificate 10
4.04 Further Covenants 11
5 SUCCESSORS 11
5.01 When Company May Merge, etc. 11
6 DEFAULTS AND REMEDIES 11
6.01 Events of Default 11
6.02 Acceleration 12
6.03 Other Remedies 13
6.04 Waiver of Past Defaults 13
6.05 Control by Majority 13
6.06 Limitation on Suits 13
6.07 Rights of Holders to Receive Payment 14
<PAGE>
TABLE OF CONTENTS
Article Section Heading Page
- ------- ------- ------- ----
6.08 Collection Suit by Trustee 14
6.09 Trustee May File Proofs of Claim 14
6.10 Priorities 14
6.11 Undertaking for Costs 15
7 TRUSTEE 15
7.01 Duties of Trustee 15
7.02 Rights of Trustee 16
7.03 Individual Rights of Trustee 17
7.04 Trustee's Disclaimer 17
7.05 Notice of Defaults 17
7.06 Reports by Trustee to Holders 17
7.07 Compensation and Indemnity 17
7.08 Replacement of Trustee 18
7.09 Successor Trustee by Merger, etc. 19
7.10 Eligibility; Disqualification 19
7.11 Preferential Collection of Claims
Against Company 20
8 DEFEASANCE 20
8.01 Termination of Company's Obligations 20
8.02 Application of Trust Money 21
8.03 Repayment to Company 21
9 AMENDMENTS AND WAIVERS 22
9.01 Without Consent of Holders 22
9.02 With Consent of Holders 22
9.03 Compliance with Trust Indenture Act 23
9.04 Revocation and Effect of Consents 23
9.05 Notation on or Exchange of Securities 23
9.06 Trustee Protected 23
9.07 Record Date 23
10 MISCELLANEOUS 24
10.01 Trust Indenture Act Controls 24
10.02 Notices 24
10.03 Communications by Holders with
Other Holders 24
10.04 Certificate and Opinion as to
Conditions Precedent 24
10.05 Statements Required in Certificate
or Opinion 24
10.06 Rules by Trustee and Agents 25
10.07 Action by Holders 25
10.08 Legal Holidays 25
10.09 No Recourse Against Others 26
10.10 Duplicate Originals 26
10.11 Addresses 26
10.12 Governing Law 26
Signatures 27
Appendix 1 - Further Covenants
<PAGE>
CROSS-REFERENCE TABLE
TIA Section Indenture Section
----------- -----------------
310(a)(1) 7.10
(a)(2) 7.10
(a)(3) N.A.
(a)(4) N.A.
(b) 7.08; 7.10; 10.02
(c) N.A.
311(a) 7.11
(b) 7.11
(c) N.A.
312(a) 2.05
(b) 10.03
(c) 10.03
313(a) 7.06
(b)(1) N.A.
(b)(2) 7.06
(c) 10.02
(d) 7.06
314(a) 4.02; 10.02
(b) N.A.
(c)(1) 10.04
(c)(2) 10.04
(c)(3) N.A.
(d) N.A.
(e) 10.05
(f) N.A.
315(a) 7.01(b)
(b) 7.05; 10.02
(c) 7.01(a)
(d) 7.01(c)
(e) 6.11
316(a)(last sentence) 2.09
(a)(1)(A) 6.05
(a)(1)(B) 6.04
(a)(2) N.A.
(b) 6.07
317(a)(1) 6.08
(a)(2) 6.09
(b) 2.04
318(a) 10.01
N.A. means not applicable.
<PAGE>
INDENTURE dated as of September 15, 1987, between JOHNSON & JOHNSON, a
New Jersey corporation ("Company"), and HARRIS TRUST AND SAVINGS BANK, an
Illinois corporation ("Trustee").
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes, bonds or other evidences of indebtedness to be issued in
one or more series ("Securities"), established as in this Indenture provided,
up to such principal amount as may from time to time be authorized in or
pursuant to one or more resolutions of the Board of Directors or by
supplemental indenture. Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of each
series of the Securities.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Definitions.
"Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.
"Agent" means any Registrar, Paying Agent or co-registrar.
"Board of Directors" means the Board of Directors of the Company or any
authorized committee of the Board.
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of
such certification and delivered to the Trustee.
"Company" means the party named as such above until a successor replaces
it and thereafter means the successor.
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default.
"Holder" or "Securityholder" means a person in whose name a Security is
registered.
"Indenture" means this Indenture as supplemented or amended from time to
time.
"interest," when used with respect to any Security which by its terms
bears interest only after maturity, means interest payable after maturity.
-1-
<PAGE>
"Officer" means the Chairman of the Board, the President, any
Vice-President, the Treasurer or any Assistant Treasurer of the Company.
"Officer's Certificate" means a certificate signed by an Officer.
"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.
"principal" of a Security means the principal of the Security plus any
premium on the Security.
"SEC" means the Securities and Exchange Commission.
"Securities" means the Securities described above issued under this
Indenture.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
(Section Marks)77aaa-77bbbb) as in effect on the date shown above, except as
provided in Section 9.03.
"Trustee" means the party named as such above until a successor replaces
it and thereafter means the successor.
"Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.
Section 1.02. Other Definitions.
------------------
Term Defined in Section
---- ------------------
"Bankruptcy Law" 6.01
"Consolidated Net Tangible Assets" 4.04
"Custodian" 6.01
"Event of Default" 6.01
"Funded Debt" 4.04
"Government Obligations" 8.01
"Legal Holiday" 10.07
"Lien" 4.04
"Paying Agent' 2.03
"Registrar" 2.03
"Restricted Property" 4.04
"Sale and Leaseback Transaction" 4.04
"Subsidiary" 4.04
"Value" 4.04
-2-
<PAGE>
Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. Whenever this Indenture
incorporates by reference a provision in TIA Sections 310-318(a) containing
the statement "the indenture to be qualified" followed by the words "shall" or
"may," in turn followed (not always immediately) by the words "require,"
"provide" or "contain," each such provision, including related definitions and
rules of construction, is hereby adopted as a provision of this Indenture.
The following TIA terms used in this Indenture have the following
meanings:
"indenture securities" means the Securities;
"indenture security holder" means a Securityholder;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the
Trustee;
"obligor" on the indenture securities means the Company.
All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the
TIA have the meanings assigned to them.
Section 1.04. Rules of Construction. Unless the context otherwise
requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting
principles;
(3) "or" is not exclusive;
(4) words in the singular include the plural, and in the plural
include the singular; and
(5) provisions apply to successive events and transactions.
ARTICLE 2
THE SECURITIES
Section 2.01. UnLimited in Amount, Issuable in Series, Form and Dating.
The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.
-3-
<PAGE>
The Securities may be issued in one or more series. With respect to the
Securities of any series, there shall be established in or pursuant to a Board
Resolution or established in one or more indentures supplemental hereto, prior
to the issuance thereof:
(1) the title of the Securities, which shall distinguish the
Securities from the Securities of any other series;
(2) any limit upon the aggregate principal amount of Securities
which may be issued;
(3) the date on which the principal of the Securities is payable;
(4) whether the Securities are to bear interest, and if so, the rate
thereof or the manner in which such rate shall be determined, the date
from which such interest shall accrue, the interest payment dates on
which such interest shall be payable and the record dates for
determination of Holders to whom interest is payable;
(5) the place where the principal of or interest on the Securities
shall be payable;
(6) any terms and conditions upon which the Securities may be
redeemed at the option of the Company, pursuant to any sinking fund or
otherwise;
(7) any obligation of the Company to redeem the Securities (pursuant
to any sinking fund, at the option of a Holder thereof, or otherwise) and
the terms and conditions upon which the Securities shall be redeemed
pursuant to such obligation;
(8) the denominations in which the Securities shall be issuable;
(9) if other than the principal amount thereof, the portion of the
principal amount of the Securities which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.02;
(10) any Events of Default or covenants with respect to the
Securities, if not set forth herein;
(11) the currency or foreign currency unit in which payment of the
principal of or interest on the Securities shall be payable;
-4-
<PAGE>
(12) if the Principal of or interest on the Securities are to be
payable, at the election of the Company or a Securityholder, in a
currency other than the currency in which the Securities are denominated,
the terms and conditions upon which such election may be made and the
method for determining amounts payable;
(13) if the amount of payments of principal of or interest on the
Securities may be determined with reference to an index, the manner in
which such amounts shall be determined;
(14) any other terms; and
(15) the form of the Security.
All Securities of any series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto. At the option
of the Company, interest on the Securities of any series that bears interest
may be paid by mailing a check to the address of the person entitled thereto
as such address shall appear in the register of Securities referred to in
Section 2.03.
The Securities may have notations, legends or endorsements required by
law, stock exchange rule or usage.
Section 2.02. Execution and Authentication. An Officer shall sign the
Securities for the Company by manual or facsimile signature.
If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.
A Security shall not be valid until authenticated by the signature of the
Trustee. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.
The Trustee shall authenticate Securities for original issue upon a
written order of the Company signed by an Officer.
The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company
or an Affiliate.
-5-
<PAGE>
Section 2.03. Registrar and Paying Agent. With respect to each series of
Securities, the Company shall maintain an office or agency where Securities of
that series may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Securities of that series may be
presented for payment ("Paying Agent"). The Registrar for a series of
Securities shall keep a register of the Securities of that series and of their
transfer and exchange. The Company may appoint one or more co-registrars and
one or more additional paying agents for each series of Securities. The term
"Paying Agent" includes any additional paying agent. The Company shall notify
the Trustee of the name and address of any Agent not a party to this
Indenture. If the Company fails to maintain a Registrar or Paying Agent for
any series of Securities, the Trustee shall act as such.
Section 2.04. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent for a series of Securities, other than the Trustee,
to agree in writing that the Paying Agent will hold in trust for the benefit
of the Securityholders of that series or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities of
that series, and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent shall have no
further liability for the money. If the Company acts as Paying Agent, it shall
segregate and hold as a separate trust fund all money held by it as Paying
Agent.
Section 2.05. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Securityholders, by series. If the Trustee is
not the Registrar for any series of Securities, the Company shall furnish to
the Trustee on or before each interest payment date and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the
Securityholders of that series.
Section 2.06. Transfer and Exchange. Where Securities are presented to
the Registrar or a co-registrar with a request to register transfer or to
exchange them for an equal principal amount of such Securities of other
denominations, the Registrar shall register the transfer or make the exchange
if its requirements for such transactions are met. To permit registrations of
transfer and exchanges, the Trustee shall authenticate Securities at the
Registrar's request. The Company may charge a reasonable fee for any
registration of
-6-
<PAGE>
transfer or exchange but not for any exchange pursuant to Section 2.10, 3.06
or 9.05 and not if such fee is contrary to the requirements of any stock
exchange on which the Securities are listed. The Company may require the
payment of an amount sufficient to cover any tax or other governmental charge
in connection with a transfer or exchange. The Company shall not be required
(1) to register the transfer of or exchange of any Security during a period
beginning at the opening of business 15 days before the day of the mailing of
a notice of redemption of Securities of that series and ending at the close of
business on the day of such mailing, or (2) to register the transfer of or to
exchange any Security so selected for redemption in whole or in part.
Section 2.07. Replacement Securities. If the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if the
requirements of the Trustee and the Company are met. If required by the
Trustee or the Company, an indemnity bond must be sufficient in the judgment
of both to protect the Company, the Trustee, any Agent or any authenticating
agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge for its expenses in replacing a Security. Every
replacement Security is an obligation of the Company.
Section 2.08. Outstanding Securities. The Securities outstanding at any
time are all the Securities authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described
in this Section as not outstanding.
If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.
If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.
A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.
Section 2.09. Treasury Securities. In determining whether the Holders of
the required principal amount of Securities have concurred in any direction,
waiver or consent, Securities owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded.
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Section 2.10. Temporary Securities. Until definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form
of definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities.
Section 2.11. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and shall dispose of cancelled Securities as the Company directs.
The Company may not issue new Securities to replace Securities that it has
paid or delivered to the Trustee for cancellation.
Section 2.12. Defaulted Interest. If the Company defaults in a payment of
interest on any series of Securities, it shall pay the defaulted interest in
any lawful manner. It may pay the defaulted interest, plus any interest
payable on the defaulted interest, to the persons who are Holders of such
Securities on a subsequent special record date. The Company shall fix the
special record date and payment date. At least 15 days before the special
record date, the Company shall mail to Securityholders affected thereby a
notice that states the special record date, payment date, and amount of
interest to be paid.
ARTICLE 3
REDEMPTION
Section 3.01. Notices to Trustee. If the Company wants to redeem any
Securities pursuant to optional redemption provisions of such Securities, it
shall notify the Trustee of the redemption date and the principal amount of
Securities to be redeemed. The Company's notice shall specify the provisions
of the Securities pursuant to which it wants to effect the redemption. Any
such notice shall be revocable by the Company by notice to the Trustee which
is received by the Trustee before the Trustee notifies Securityholders under
Section 3.03.
If the Company wants to reduce the principal amount of Securities to be
redeemed pursuant to mandatory redemption provisions of any Securities, it
shall notify the Trustee of the amount of the reduction and the basis for it.
If the Company wants to credit against any such redemption Securities it has
not previously delivered to the Trustee for cancellation, it shall deliver the
Securities with the notice.
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Except as may be otherwise provided in particular Securities, the Company
shall give each notice provided for in this Section at least 50 days before
the redemption date (or such shorter notice as may be acceptable to the
Trustee).
Section 3.02. Selection of Securities to be Redeemed. If less than all
the Securities of any series are to be redeemed, the Trustee shall select the
Securities to be redeemed by a method that complies with the requirements of
any stock exchange on which the Securities are listed and that the Trustee
considers fair and appropriate. The Trustee shall make the selection not more
than 75 days before the redemption date from Securities of that series which
are outstanding and not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities that have
denominations larger than the minimum authorized denomination for the
Securities of the series to be redeemed, subject to any limitations in the
Securities. Except as otherwise provided as to any particular series of
Securities, Securities and portions thereof that the Trustee selects shall be
in amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.
Section 3.03. Notice of Redemption. At least 30 days but not more than 60
days before a redemption date, the Company shall mail a notice of redemption
to each Holder whose Securities are to be redeemed.
The notice shall identify the Securities to be redeemed and the provision
of the Securities under which the redemption is being effected and, in
addition, shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price; and
(5) that interest on Securities called for redemption ceases to
accrue on and after the redemption date.
At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense.
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Section 3.04. Effect of Notice of Redemption. Once notice of redemption
is mailed to Holders, Securities called for redemption become due and payable
on the redemption date at the redemption price.
Section 3.05. Deposit of Redemption Price. On or before the redemption
date, the Company shall deposit with the Paying Agent money sufficient to pay
the redemption price of and accrued interest on all Securities to be redeemed
on that date.
Section 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Trustee shall authenticate for the Holder a new
Security of the same series equal in principal amount to the unredeemed
portion of the Security surrendered.
ARTICLE 4
COVENANTS
Section 4.01. Payment of Securities. The Company shall pay the principal
of and interest on the Securities on the dates and in the manner provided in
the Securities. Principal and interest shall be considered paid on the date
due if the Paying Agent holds on that date money sufficient to pay all
principal and interest then due.
The Company shall pay interest on overdue principal at the rate borne by
the Securities (or if the Securities are original issue discount Securities,
at the rate specified in such Securities); it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.
Any provision of this Indenture or any Security which obligates the
Company to make a payment on a particular date shall mean that the Company is
obligated to make the payment in funds which will be available on such date.
Section 4.02. SEC Reports. The Company shall file with the Trustee
within 15 days after it files them with the SEC copies of the annual reports
and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. The Company also
shall comply with the other provisions of TIA (Section Mark)314(a).
Section 4.03. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officer's Certificate stating whether or not the signer knew of any Default
that occurred during the fiscal year. If the signer does know of a Default,
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the certificate shall describe the Default and its status. The certificate
need not comply with Section 10.05.
Section 4.04. Further Covenants. With respect to each series of
Securities and the period during which Securities of that series are
outstanding, unless otherwise provided with respect to any particular series
of Securities, the Company shall perform each of the further covenants
appearing in Appendix 1, which is part of this Article 4.
ARTICLE 5
SUCCESSORS
Section 5.01. When Company May Merge, etc. The Company shall not
consolidate with or merge into, or transfer or lease all or substantially all
of its assets to, any person unless:
(1) the person is a corporation organized and existing under the
laws of the United States of America, any State thereof or the District
of Columbia;
(2) the person assumes by supplemental indenture all the obligations
of the Company under the Securities and this Indenture; and
(3) immediately after the transaction no Default exists.
The surviving, transferee or lessee corporation shall be the successor
Company. The predecessor Company (A) in the case of a transfer shall be
released from the obligation to pay the principal of and interest on the
Securities and (B) in the case of a lease shall not be released from the
obligation to pay the principal of and interest on the Securities.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01. Events of Default. An "Event of Default" occurs with
respect to Securities of any series if:
(1) the Company defaults in the payment of interest on any Security
of that series when the same becomes due and payable and the Default
continues for a period of 30 days;
(2) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at
maturity, upon redemption or otherwise;
(3) the Company fails to comply with any of its other agreements in
the Securities of that series or this Indenture and the Default continues
for the period and after the notice specified below;
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(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it in
an involuntary case,
(C) consents to the appointment of a Custodian of it or for all
or substantially all of its property, or
(D) makes a general assignment for the benefit of its
creditors; or
(5) a court of competent jurisdiction enters an order or decree
under any Bankruptcy law that:
(A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian of the Company or for all or
substantially all of its property, or
(C) orders the liquidation of the Company,
and the order or decree remains unstayed and in effect for 60
days.
The term "Bankruptcy Law" means title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.
A Default under clause (3) is not an Event of Default as to a series of
Securities until the Trustee or the Holders of at least 25% in principal
amount of the Securities of that series notify the Company of the Default and
the Company does not cure the Default within 90 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."
Section 6.02. Acceleration. If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee by notice to
the Company, or the Holders of at least 25% in principal amount of the
Securities of that series by notice to the Company and the Trustee, may
declare the principal of (or, in the case of original issue discount
Securities, such lesser amount as may be provided in the Securities) and
accrued interest on all the Securities of the series to be due and payable.
Upon such declaration the principal (or such lesser amount) and interest shall
be due and payable immediately. The Holders of a majority in principal
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amount of the Securities of that series by notice to the Trustee may rescind
an acceleration and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default with respect to
that series have been cured or waived except nonpayment of principal or
interest that has become due solely because of the acceleration.
Section 6.03. Other Remedies. If an Event of Default with respect to
Securities of any series occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of or interest on the
Securities of that series or to enforce the performance of any provision of
the Securities or this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.
Section 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities of any series by notice to the Trustee may
waive an existing Default with respect to that series, and its consequences,
except a Default in the payment of the principal of or interest on any
Security of that series.
Section 6.05. Control by Majority. The Holders of a majority in principal
amount of the Securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to that series.
However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture, is unduly prejudicial to the rights of other
Securityholders, or would involve the Trustee in personal liability.
Section 6.06. Limitation on Suits. A Holder of Securities of any series
may pursue a remedy with respect to this Indenture or such Securities only if:
(1) the Holder gives to the Trustee notice of a continuing Event of
Default with respect to that series;
(2) the Holders of at least 25% in principal amount of the
Securities of that series make a request to the Trustee to pursue the
remedy;
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(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and
(5) during such 60-day period the Holders of a majority in principal
amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.
A Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.
Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of principal of and interest on the Security, on or after the
respective due dates expressed in the Security, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.
Section 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount of principal and interest remaining unpaid.
Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relative to the Company, its creditors or its
property. However, nothing contained herein shall be deemed to authorize the
Trustee to approve on behalf of any Securityholder any plan of reorganization
affecting any Securities or the rights of any Holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.
Section 6.10. Priorities. If the Trustee collects any money pursuant to
this Article with respect to any series of Securities, it shall pay out the
money in the following order:
First: to the Trustee for amounts due under Section 7.07;
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Second: to Securityholders for amounts due and unpaid on the
Securities of such series for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and
payable on the Securities of such series for principal and interest,
respectively; and
Third: to the Company.
The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.
Section 6.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to
a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit
by Holders of more than 10% in principal amount of the Securities of any
series.
ARTICLE 7
TRUSTEE
Section 7.01. Duties of Trustee.
(a) If an Event of Default has occurred and is continuing with respect to
Securities of any series, the Trustee shall in connection therewith exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.
(b) Except during the continuance of an Event of Default with respect to
Securities of any series:
(1) the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others;
(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Indenture; however, the Trustee shall examine the certificates and
opinions to determine whether or not they conform to the requirements of
this Indenture.
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(c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own wilful misconduct, except
that:
(1) this paragraph does not limit the effect of paragraph (b) of
this Section;
(2) the Trustee shall not be liable for any error of judgment made
in good faith by a Trust Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.
(d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee may refuse to take any action at the direction of
Securityholders pursuant to Section 6.05 unless it receives indemnity
satisfactory to it against any loss, liability or expense.
(f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree with the Company. Money held in trust by
the Trustee need not be segregated from other funds except to the extent
required by law.
Section 7.02. Rights of Trustee.
(a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel with respect to compliance with
a condition or covenant provided for in this Indenture, provided that such
certificate or opinion shall not be requested at a time or in a manner which
could reasonably be expected to delay any action required by this Indenture.
The Trustee shall not be liable for any action it takes or omits to take in
good faith in reliance on the certificate or opinion.
(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.
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(d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers.
Section 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or an Affiliate with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee is subject to Sections 7.10 and 7.11.
Section 7.04. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall
not be accountable for the Company's use of the proceeds from the Securities,
and it shall not be responsible for any statement in the Securities other than
its authentication.
Section 7.05. Notice of Defaults. If a Default with respect to
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to the Holders of Securities of that series a
notice of the Default within 90 days after it occurs. Except in the case of a
Default in payment on any Security, the Trustee may withhold the notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.
Section 7.06. Reports by Trustee to Holders. Within 60 days after each
anniversary of the date of this Indenture, the Trustee shall mail to each
person entitled thereto under TIA (Section Mark)313(c) a brief report dated as
of such reporting date that complies with TIA (Section Mark)313(a). The
Trustee also shall comply with TIA (Section Mark)313(b)(2).
A copy of each report at the time of its mailing to Securityholders shall
be filed with the SEC and each stock exchange on which the Securities are
listed. The Company shall notify the Trustee when the Securities are listed
on any stock exchange.
Section 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law regarding the
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it.
Such expenses shall include the reasonable compensation and out-of-pocket
expenses of the Trustee's agents and counsel.
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The Company shall indemnify the Trustee against any loss or liability
incurred by it in connection with the performance of its duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel and the Company shall
pay the reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its consent.
The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through negligence, wilful misconduct or
bad faith.
To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities.
When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.
Section 7.08. Replacement of Trustee. A resignation or removal of the
Trustee and appointment of a successor Trustee shall become effective only
upon the successor Trustee's acceptance of appointment as provided in this
Section.
The Trustee may resign with respect to the Securities of one or more
series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any series may remove the Trustee with respect to
that series by so notifying the Trustee and the Company. The Company may
remove the Trustee with respect to the Securities of one or more series if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) any Custodian or any receiver, trustee, assignee, liquidator or
similar official acting under any law relating to bank insolvency takes
charge of the Trustee or its property; or
(4) the Trustee becomes incapable of acting.
With respect to any series of Securities, if the Trustee resigns or is
removed or if a vacancy exists in the office of
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Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Securities of that series may appoint
a successor Trustee to replace the successor Trustee appointed by the Company.
If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least 10% in principal amount of the Securities of a series
affected thereby may petition any court of competent jurisdiction for the
appointment of a successor Trustee.
If the Trustee fails to comply with Section 7.10, any Securityholder of a
series affected thereby may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders of each series affected thereby. The retiring Trustee shall
promptly transfer to the successor Trustee all property held by it as Trustee
of the series of Securities as to which it is retiring, subject to the lien
provided for in Section 7.07.
Section 7.09. Successor Trustee by Merger etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all
of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.
Section 7.10. Eligibility; Disqualification. This Indenture shall always
have a Trustee who satisfies the requirements of TIA (Section Mark)310(a)(1).
The Trustee shall always have a combined capital and surplus of at least
$50,000,000. The Trustee is subject to TIA (Section Mark)310(b), including the
optional provision permitted by the second sentence of TIA (Section Mark)
310(b)(9). For the purpose of determining whether a series of Securities
issued under this Indenture is excluded from the operation of TIA (Section Mark)
310(b) with respect to another series by reason of the proviso of TIA
(Section Mark)310(b)(1), each series of Securities shall be treated as having
been issued under a separate indenture each of which specifically excludes the
others from the operation of TIA (Section Mark)310(b), it being intended that
the Trustee not be deemed to have any conflicting interests as a result of
acting as Trustee with respect to more than one of the several series of
Securities contemplated by this Indenture.
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Section 7.11. Preferential Collection of Claims Against Company. The
Trustee is subject to TIA (Section Mark)311(a), excluding any creditor
relationship listed in TIA (Section Mark)311(b). A Trustee who has resigned or
been removed is subject to TIA (Section Mark)311(a) to the extent indicated.
ARTICLE 8
DEFEASANCE
Section 8.01. Termination of Company's Obligations. At any time after the
applicable conditions set forth below have been satisfied, at the Company's
option, either (1) the Company shall be Discharged from its obligations with
respect to any series of Securities or (2) the Company shall cease to be under
any obligation to comply with any term, provision or condition set forth in
Sections 4.03, 4.04 and 5.01 with respect to any series of Securities:
(A) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust, specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities of the series (i) money in an amount, or
(ii) Government Obligations which through the payment of principal and
interest in respect thereof in accordance with their terms will provide,
not later than the due date of any payment, money in an amount, or
(iii) a combination of (i) and (ii), sufficient, in the opinion (with
respect to (ii) and (iii)), of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered
to the Trustee, to pay and discharge each installment of principal of
(including mandatory redemption payments) and interest on the outstanding
Securities of the series on the dates the installments of principal or
interest are due;
(B) no Default or Event of Default with respect to the Securities of
the series shall have occurred and be continuing on the date of such
deposit; and
(C) the Company shall have delivered to the Trustee an opinion of
nationally recognized independent tax counsel to the effect that Holders
of the Securities of the series will not recognize income, gain or loss
for Federal income tax purposes as a result of the Company's exercise of
its option under this Section 8.01 and will be subject to Federal income
tax on the same amount and in the same manner and at the same times as
would have been the case if the option had not been exercised, provided
that, if the Company's obligations with respect to the Securities of the
series are being Discharged, such opinion shall be based upon at least
one of the following authorities (issued, enacted or
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promulgated after the date of this Indenture), substantially on point and
to the foregoing effect: (i) a public ruling of the Internal Revenue
Service, (ii) a private ruling of the Internal Revenue Service issued to
the Company with respect to the Securities, (iii) a provision of the
Internal Revenue Code, or (iv) a final regulation promulgated by the
Department of the Treasury.
"Discharged" means that the Company shall be deemed to have paid and discharged
the entire debt represented by, and obligations under, the Securities of the
series and to have satisfied all the obligations under this Indenture relating
to the Securities of the series, except
(1) the rights of Holders of Securities of the series to receive,
from the trust fund described in clause (A) above, payment of the
principal of and interest on the Securities when due,
(2) the Company's obligations with respect to the Securities under
Sections 2.03, 2.06, 2.07 and 8.02, and
(3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.
After a deposit the Trustee upon request shall acknowledge in writing the
discharge of the Company's obligations under this Indenture except for those
surviving obligations specified above.
With respect to a series of Securities "Government Obligations" means
(1) direct obligations of the government which issued the currency in which the
Securities of the series are denominated, for the payment of which the full
faith and credit of such government is pledged, or (2) obligations of a person
controlled or supervised by and acting as an agency or instrumentality of such
government, the payment of which is unconditionally guaranteed as a full faith
and credit obligation of the government.
Section 8.02. Application of Trust Money. The Trustee shall hold in trust
money or Government Obligations deposited with it pursuant to Section 8.01. It
shall apply the deposited money and the money from Government Obligations
through the Paying Agent and in accordance with this Indenture to the timely
payment of principal of and interest on the Securities of the series with
respect to which the deposit was made.
Section 8.03. Repayment to Company. The Trustee and the Paying Agent
shall promptly pay to the Company upon request any excess money or securities
held by them at any time.
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The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another
person.
ARTICLE 9
AMENDMENTS AND WAIVERS
Section 9.01. Without Consent of Holders. The Company and the Trustee may
amend this Indenture or the Securities without the consent of any
Securityholder:
(1) to cure any ambiguity, defect or inconsistency;
(2) to comply with Section 5.01;
(3) to provide for uncertificated Securities for all or part of any
series of Securities;
(4) to provide for Securities in bearer form, registrable or not
registrable as to principal, and with or without interest coupons;
(5) to make any change that does not adversely affect the rights of
any Securityholder;
(6) to provide for the issuance of and establish the form and terms
of Securities of any series; or
(7) to add to or change any of the provisions of this Indenture in
order to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee.
Section 9.02. With Consent of Holders. The Company and the Trustee may
amend this Indenture or any of the Securities with the written consent of the
Holders of a majority in principal amount of the Securities affected (acting
as one class). The Holders of a majority in principal amount of the Securities
of any series by notice to the Trustee may waive, in respect of such series,
compliance by the Company with any provision of this Indenture or the
Securities. However, without the consent of each Securityholder affected, an
amendment or waiver under this Section may not:
(1) reduce the amount of Securities whose Holders must consent to an
amendment or waiver;
(2) reduce the rate of or change the time for payment of interest on
any Security;
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(3) reduce the principal of or change the fixed maturity of any
Security;
(4) make any Security payable in a currency not specified or
described in the Security; or
(5) make any change in Section 6.04, 6.07 or 9.02 (third sentence).
After an amendment or waiver under this Section becomes effective, the
Company shall mail to affected Securityholders a notice briefly describing the
amendment.
Section 9.03. Compliance with Trust Indenture Act. Every amendment to
this Indenture or the Securities shall be set forth in a supplemental
indenture that complies with the TIA as then in effect.
Section 9.04. Revocation and Effect of Consents. Until an amendment or
waiver becomes effective, a consent to it by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security or
portion of a Security that evidences the same debt as the consenting Holder's
Security, even if notation of the consent is not made on any Security.
However, unless a record date shall have been established pursuant to Section
9.07, any such Holder or subsequent Holder may revoke the consent as to his
Security or portion of his Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. An
amendment or waiver becomes effective in accordance with its terms and
thereafter binds every Securityholder.
Section 9.05. Notation on or Exchange of Securities. The Trustee may
place an appropriate notation about an amendment or waiver on any Security
thereafter authenticated. The Company in exchange for all Securities affected
thereby may issue and the Trustee shall authenticate new Securities that
reflect the amendment or waiver.
Section 9.06. Trustee Protected. The Trustee need not sign any
supplemental indenture that adversely affects its rights.
Section 9.07. Record Date. The Company is authorized to fix a record date
for the purpose of determining Securityholders whose consents will be required
for any amendment or waiver and the Trustee is authorized to accept such
consents if received within 60 days after such record date.
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ARTICLE 10
MISCELLANEOUS
Section 10.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.
Section 10.02. Notices. Any notice or communication by the Company or the
Trustee to the other is duly given if in writing and delivered in person or
mailed by first-class mail to the other's address stated in Section 10.11. The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.
Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.
If the Company mails a notice or communication to Securityholders, it
shall mail a copy to the Trustee and each Agent at the same time.
In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient giving of such
notice.
Section 10.03. Communication by Holders with Other Holders. Securityholders
may communicate pursuant to TIA (Section Mark)312(b) with other Securityholders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA (Section Mark)312(c).
Section 10.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:
(1) an Officer's Certificate stating that, in the opinion of the
signer, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and
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(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.
Section 10.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:
(1) a statement that the person making such certificate or rendering
such opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such person,
such condition or covenant has been complied with.
Section 10.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or a meeting of Securityholders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for
its functions.
Section 10.07. Action by Holders. Whenever this Indenture specifies that
an action shall or may be taken or authorized by the Holders of a specified
portion of the principal amount of the Securities of any series, it is
intended that such action be taken or authorized by the Holders of the
specified portion of the principal amount of the Securities of the series
which are considered outstanding pursuant to Section 2.08. In determining
whether the Holders of the requisite portion of the principal amount of the
Securities of any series have authorized any action, the principal amount of
an original issue discount Security for such purpose shall be the amount that
would be due and payable as of the date of such determination upon declaration
of acceleration of the maturity thereof pursuant to Section 6.02.
Section 10.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday
or a day on which banking institutions are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.
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Section 10.09. No Recourse Against Others. All liability described in the
Securities of any director, officer, employee or stockholder, as such, of the
Company is waived and released.
Section 10.10. Duplicate Originals. The parties may sign any number of
copies of this Indenture. One signed copy is enough to prove this Indenture.
Section 10.11. Addresses.
The Company's address is:
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Attn: Treasurer
The Trustee's address is:
Harris Trust and Savings Bank
111 West Monroe Street
P.O. Box 755
Chicago, Illinois 60690
Attention: Indenture Trust Division
Section 10.12. Governing Law. The laws of the State of New York shall
govern this Indenture and the Securities. The parties agree that the exclusive
place of jurisdiction for any action, suit or proceeding relating to this
Indenture shall be in the courts of the United States of America sitting in
the Borough of Manhattan in the City of New York or, if such courts shall not
have jurisdiction over the subject matter thereof, in the courts of the State
of New York sitting therein, and the parties hereby irrevocably and
unconditionally agree to submit to the jurisdiction of such courts for
purposes of any such action, suit or proceeding. Each of the Company and the
Trustee irrevocably waives any objection it may have to the venue of any
action, suit or proceeding brought in such courts or to the convenience of the
forum.
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<PAGE>
SIGNATURES
----------
JOHNSON & JOHNSON
By J.C. Walcott/s/
------------------------
J.C. Walcott
Vice President, Finance
HARRIS TRUST AND SAVINGS BANK
By R.G. Mason/s/
------------------------
R.G. Mason
Vice President
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<PAGE>
Appendix 1
(4 pages)
FURTHER COVENANTS
1. Definitions.
"Consolidated Net Tangible Assets" means the total amount of assets
(less applicable reserves and other properly deductible items) after deducting
(1) all current liabilities (excluding the amount of those which are by their
terms extendable or renewable at the option of the obligor to a date more than
12 months after the date as of which the amount is being determined) and
(2) all goodwill, tradenames, trademarks, patents, unamortized debt discount and
expense and other like intangible assets, all as set forth on the most recent
balance sheet of the Company and its consolidated subsidiaries and
determined.in accordance with generally accepted accounting principles.
"Funded Debt" means indebtedness of the Company or a Subsidiary owning
Restricted Property maturing by its terms more than one year after its
creation and indebtedness classified as long-term debt under generally
accepted accounting principles and in each case ranking at least pari passu
with the Securities.
"Lien" means any mortgage, pledge, lien, encumbrance, charge or security
interest.
"Restricted Property" means (1) any manufacturing facility, or portion
thereof, owned or leased by the Company or any Subsidiary and located within
the continental United States of America which, in the opinion of the Board of
Directors, is of material importance to the business of the Company and its
Subsidiaries taken as a whole, but no such manufacturing facility, or portion
thereof, shall be deemed of material importance if its gross book value
(before deducting accumulated depreciation) is less than 2% of Consolidated
Net Tangible Assets, or (2) any shares of capital stock or indebtedness of any
Subsidiary owning any such manufacturing facility. As used in this definition,
"manufacturing facility" means property, plant and equipment used for actual
manufacturing and for activities directly related to manufacturing such as
quality assurance, engineering, maintenance, staging areas for work in process
materials, employees, eating and comfort facilities and manufacturing
administration, and it excludes sales offices, research facilities and
facilities used only for warehousing or general administration.
A-1
<PAGE>
"Sale and Leaseback Transaction" means any arrangement with any person
pursuant to which the Company or any Subsidiary leases any Restricted Property
that has been or is to be sold or transferred by the Company or the Subsidiary
to such person, other than (1) temporary leases for a term, including
renewals at the option of the lessee, of not more than three years, (2) leases
between the Company and a Subsidiary or between Subsidiaries, (3) leases of a
Restricted Property executed by the time of, or within 12 months after the
latest of, the acquisition, the completion of construction or improvement, or
the commencement of commercial operation of the Restricted Property, and
(4) arrangements pursuant to any provision of law with an effect similar to the
former Section 168(f)(8) of the Internal Revenue Code of 1954.
"Subsidiary" means a corporation the majority of the outstanding voting
stock of which is owned or controlled, directly or indirectly, by the Company
or one or more Subsidiaries.
"Value" means, with respect to a Sale and Leaseback Transaction, an
amount equal to the present value of the lease payments with respect to the
term of the lease remaining on the date as of which the amount is being
determined, without regard to any renewal or extension options contained in
the lease, discounted at the weighted average interest rate on the Securities
of all series (including the effective interest rate on any original issue
discount Securities) which are outstanding on the effective date of such Sale
and Leaseback Transaction and which have the benefit of Section 3 of this
Appendix.
2. Limitation on Liens. The Company shall not create, assume or suffer to
exist any Lien upon any Restricted Property to secure any debt of the Company,
any Subsidiary or any other person, or permit any Subsidiary so to do, without
making effective provision whereby the Securities then outstanding and having
the benefit of this Section shall be secured by the Lien equally and ratably
with such debt for so long as such debt shall be so secured, except that the
foregoing shall not prevent the Company or any Subsidiary from creating,
assuming or suffering to exist Liens of the following character:
(1) with respect to any series of Securities any Lien existing on the
date of issuance of the series;
(2) any Lien existing on property owned or leased by a corporation at the
time it becomes a Subsidiary;
(3) any Lien existing on property at the time of the acquisition thereof
by the Company or a Subsidiary;
A-2
<PAGE>
(4) any Lien to secure any debt incurred prior to, at the time of, or
within 12 months after the acquisition of Restricted Property for the purpose
of financing all or any part of the purchase price thereof and any Lien to the
extent that it secures debt which is in excess of such purchase price and for
the payment of which recourse may be had only against such Restricted
Property;
(5) any Lien to secure any debt incurred prior to, at the time of, or
within 12 months after the completion of the construction, alteration, repair
or improvement of Restricted Property for the purpose of financing all or any
part of the cost thereof and any Lien to the extent that it secures debt which
is in excess of such cost and for the payment of which recourse may be had
only against such Restricted Property;
(6) any Lien securing debt of a Subsidiary owing to the Company or to
another Subsidiary;
(7) any Lien in favor of the United States of America or any State
thereof or any other country, or any agency, instrumentality or political
subdivision of any of the foregoing, to secure partial, progress, advance or
other payments or performance pursuant to the provisions of any contract or
statute, or any Liens securing industrial development, pollution control, or
similar revenue bonds;
(8) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in
clauses (1) through (7) above, so long as the principal amount of the debt
secured thereby does not exceed the principal amount of debt so secured at the
time of the extension, renewal or replacement (except that, where an
additional principal amount of debt is incurred to provide funds for the
completion of a specific project, the additional principal amount, and any
related financing costs, may be secured by the Lien as well) and the Lien is
limited to the same property subject to the Lien so extended, renewed or
replaced (plus improvements on the property); and
(9) any Lien not permitted by clauses (1) through (8) above securing debt
which, together with the aggregate outstanding principal amount of all other
debt of the Company and its Subsidiaries owning Restricted Property which
would otherwise be subject to the foregoing restrictions and the aggregate
Value of existing Sale and Leaseback Transactions which would be subject to
the restrictions of Section 3 of this Appendix but for this clause (9), does
not at any time exceed 10% of Consolidated Net Tangible Assets.
A-3
<PAGE>
3. Limitation on Sale and Leaseback. The Company shall not enter into any
Sale and Leaseback Transaction, nor permit any Subsidiary owning Restricted
Property so to do, unless either:
(1) the Company or such Subsidiary would be entitled to incur debt, in a
principal amount at least equal to the Value of such Sale and Leaseback
Transaction, which is secured by Liens on the property to be leased (without
equally and ratably securing the outstanding Securities) because such Liens
would be of such character that no violation of any of the provisions of
Section 2 of this Appendix would result, or
(2) the Company during the six months immediately following the effective
date of such Sale and Leaseback Transaction causes to be applied to (A) the
acquisition of Restricted Property or (B) the voluntary retirement of Funded
Debt (whether by redemption, defeasance, repurchase, or otherwise) an amount
equal to the Value of such Sale and Leaseback Transaction.
1912X
A-4
Exhibit 4(b)
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 1990, between
JOHNSON & JOHNSON, a New Jersey corporation ("Company"), and HARRIS TRUST AND
SAVINGS BANK, an Illinois corporation ("Trustee").
WHEREAS, the Company and the Trustee have previously entered into an
Indenture dated as of September 15, 1987 (the "Indenture"), pursuant to which
one or more series of unsecured debt securities of the Company (the
"Securities") may be issued from time to time. There are presently issued and
outstanding under the Indenture (i) $250,000,000 principal amount of the
Company's 9-1/8% Notes due September 15, 1992, (ii) $250,000,000 principal
amount of the Company's 8-7/8% Notes due October 15, 1990 and (iii)
$250,000,000 principal amount of the Company's 8-1/2% Notes due August 15,
1995 (collectively, the "Outstanding Securities"); and
WHEREAS, Section 9.01 of the Indenture provides that the Company and the
Trustee may amend the Indenture without the consent of any Securityholder
(such term and all other capitalized terms used and not defined in this First
Supplemental Indenture shall have the respective meanings assigned to them in
the Indenture) to, among other things, make any change to the Indenture that
does not adversely affect the rights of any Securityholder; and
WHEREAS, the Company has determined that this First Supplemental
Indenture complies with said Section 9.01 and does not require the consent of
any Securityholder and has furnished the Trustee with an opinion of counsel
and an officer's certificate, each of which complies with Sections 10.04 and
10.05 of the Indenture; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of the Company and the Trustee, in accordance with its terms,
and a valid amendment of and supplement to the Indenture have been done;
NOW, THEREFORE, it is mutually covenanted and agreed by the parties
hereto, for the equal and proportionate benefit of all Securityholders with
respect to any Securities issued after the date hereof as follows:
<PAGE>
ARTICLE I
AMENDMENT OF INDENTURE
1.01. Section 1.01 is amended by adding the following definitions in
their respective alphabetical order:
"Company Order" means a written order of the Company signed by an
Officer.
"Depositary" means, with respect to the Securities of any series issuable
or issued, in whole or in part, in the form of one or more Global Securities,
the person designated as Depositary by the Company pursuant to Section
2.01(14) until a successor replaces it pursuant to the provisions hereof, and
thereafter means each person who is then a Depositary hereunder, and if at any
time there is more than one such person, "Depositary" as used with respect to
the Securities of any series shall mean the Depositary with respect to the
Securities of that series.
"Global Security" means a Security issued to evidence all or a part of
any series of Securities, registered in the name of, and issued to, the
Depositary for such series or such Depositary's nominee and representing the
amount of uncertificated Securities of such series specified thereon.
"Tranche" means a group of Securities which are of the same series and
have the same terms except as to principal amount and date of issuance.
1.02. The second paragraph of Section 2.01 is amended to read in its
entirety as follows:
"The Securities may be issued in one or more series. All Securities of
any one series need not be issued at the same time. With respect to the
Securities of any series, there shall be established in or pursuant to a Board
Resolution (or, if so provided in such Board Resolution for a series, in one
or more Company Orders issued from time to time with respect to such series)
or established in one or more indentures supplemental hereto, prior to the
issuance thereof:"
1.03. Subparagraphs (11), (12) and (13) of Section 2.01 are amended and a
new subparagraph (14) is added, to read in their entirety as follows:
"(11) the currency or foreign currency unit in which the Securities shall
be denominated and in which payment of the principal of or interest on the
Securities shall be payable and the manner in which any exchange rate referred
to in the terms of such Securities is to be determined;
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<PAGE>
(12) if the principal of or interest on the Securities are to be payable,
at the election of the Company or a Securityholder, in a currency or foreign
currency unit other than the currency or foreign currency unit in which the
Securities are denominated, the terms and conditions upon which such election
may be made and the method for determining amounts payable;
(13) if the amount of payments of principal of or interest on the
Securities may be determined with reference to an index or the difference in
the price of or rate of exchange between any indexes, currencies, foreign
currency units or commodities, the manner in which such amounts shall be
determined;
(14) whether the Securities shall be issued, in whole or in part, in the
form of one or more Global Securities and, in such case, (a) the Depositary
therefor and (b) the terms and conditions, if any, upon which any such Global
Security may be exchanged in whole or in part for definitive Securities
represented thereby, other than as set forth in Sections 2.03A and 2.06A
hereof;"
1.04. Subparagraphs (14) and (15) of Section 2.01 are renumbered as
subparagraphs (15) and (16) respectively.
1.05. The paragraph immediately following subparagraph (16) of Section
2.01 is amended by adding in the first sentence thereof the words "and date of
issue" immediately following the word "denomination".
1.06. The following paragraph is added at the end of Section 2.01:
"If any Securities are issued, in whole or in part, in the form of a
Global Security, then the Company shall execute and the Trustee shall
authenticate and deliver such Global Security and such Global Security (i)
shall represent the aggregate amount of outstanding Securities from time to
time endorsed thereon, (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions and (iii) shall bear a
legend substantially to the following effect: "Until it is exchanged in whole
or in part for the Securities represented hereby in definitive form, this
Global Security may be transferred in whole, but not in part, and only by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary" or such other legend as shall be required by the Depositary.
Unless otherwise specified in a Global Security, the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced to
reflect exchanges of such Global Security in part for Securities in definitive
form. Any endorsement of a Global Security to reflect the amount, or any
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<PAGE>
decrease in the amount, of outstanding Securities represented thereby, shall
be made by the Trustee pursuant to such instructions and in such manner as
shall be specified in such Global Security or a Company Order delivered to the
Trustee."
1.07. The fourth paragraph of Section 2.02 is amended by replacing the
words "written order of the Company signed by an Officer" with the words
"Company Order".
1.08. A new Section 2.03A is added, to read in its entirety as follows:
"Section 2.03A. Depositary. Each Depositary for a Global Security must,
at the time of its designation and at all times while it serves as Depositary,
be a clearing agency registered and in good standing under the Securities
Exchange Act of 1934 and any other applicable statute or regulation. If at any
time a Depositary notifies the Company in writing that it is unwilling or
unable to continue as a Depositary or if at any time a Depositary shall no
longer be in good standing under the Securities Exchange Act of 1934 or any
other applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to each Global Security for which such Depositary had
been the Depositary. If a successor Depositary is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware that
such Depositary is no longer in good standing, each such Global Security shall
be exchanged for Securities in definitive form pursuant to Section 2.06A
hereof."
1.09. Section 2.06 is amended by adding "2.06A," immediately following
the word "Section" in the third sentence thereof.
1.10. A new Section 2.06A is added, to read in its entirety as follows:
"Section 2.06A. Transfer and Exchange of Global Security. Notwithstanding
Section 2.06, until it is exchanged in whole or in part for Securities in
definitive form pursuant to this Section 2.06A, a Global Security may be
transferred in whole, but not in part, and only (x) by the Depositary for such
Global Security to its nominee or (y) by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or (z) by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary.
The Company, in its sole discretion, may at any time determine that any
series of Securities issued or issuable in the form of one or more Global
Securities shall no longer be represented by such Global Security or Global
Securities and such Global Security or Global Securities shall be exchanged
for Securities in definitive form pursuant to this Section 2.06A.
-4-
<PAGE>
To exchange a Global Security of any series for Securities in definitive
form, the Company shall execute, and the Trustee, upon receipt of a Company
Order, shall authenticate and deliver Securities of such series of like tenor
and terms in definitive form in an aggregate principal amount equal to the
principal amount of and in exchange for such Global Security. Definitive
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations, and
delivered to the Depositary or to such other persons, as the Depositary for
such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing.
If specifically authorized by the Company pursuant to Section 2.01, the
Depositary for a series of Securities may surrender a Global Security of such
series, in whole or in part, in exchange for Securities of such series of like
tenor and terms in definitive form, on such terms as are acceptable to the
Company, the Trustee and such Depositary. Thereupon, the Company shall
execute, and the Trustee, upon receipt of a Company Order, shall authenticate
and deliver (a) to the Depositary, or to such other persons designated by the
Depositary, Securities of such series of like tenor and terms in definitive
form in authorized denominations in an aggregate principal amount equal to and
in exchange for each such person's beneficial interest in such Global Security
and (b) to the Depositary a new Global Security of like tenor and terms and in
a denomination equal to the difference, if any, between the principal amount
of the surrendered Global Security and the aggregate principal amount of
definitive Securities delivered pursuant to clause (a) of this sentence.
Upon any exchange of the entire principal amount of a Global Security for
Securities in definitive form, such Global Security shall be cancelled by the
Trustee."
1.11. A new Section 2.13 is added, to read in its entirety as follows:
"Section 2.13. Beneficial Owners of Global Securities. No holder of any
beneficial interest in any Global Security held on its behalf by a Depositary
shall have any rights under this Indenture with respect to such Global
Security, and such Depositary may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the owner or Holder of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary as Holder of any Security.
None of the Company, the Trustee, any Paying Agent, the Registrar, any
authenticating agent or any other Agent will have
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<PAGE>
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in any Global
Security or any other Security issued in global form or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. The Trustee and each Agent shall be protected in acting, or
refraining from acting, in good faith reliance on any such information
provided by the Depositary."
1.12. Section 3.02 is amended by adding the following at the beginning
thereof:
"The Company shall notify the Trustee of the Securities to be redeemed
not more than 75 or less than 50 days before the redemption date. The Company
may, in its sole discretion, in accordance with the terms of such Securities,
determine to redeem all the Securities of any Tranche without being obligated
to redeem any other Securities of the same series."
1.13. Section 3.02 is amended by replacing the word "series" in the
third, fourth, fifth and sixth sentences thereof with the word "Tranche";
provided that in the sixth sentence thereof, the word "series" in the first
place in which it appears shall not be so replaced.
1.14. Section 3.06 is amended by adding immediately after the word
"series" the parenthetical clause "(which shall be a Global Security, if the
Security redeemed in part is a Global Security)".
1.15. Clause (A) of Section 8.01 is amended by adding the following: (1)
the words "in the currency or foreign currency unit in which the outstanding
Securities of the series are denominated" in clauses (i) and (ii) immediately
following the word "amount" in each instance and (2) the words "with respect
to such Securities" immediately following the word "Obligations" in clause
(ii).
1.16. The last three paragraphs of Section 8.01 are amended to read in
their entirety as follows:
"Discharged" with respect to any Securities means that the Company shall
be deemed to have paid and discharged the entire debt represented by, and
obligations under, such Securities and to have satisfied all the obligations
under this Indenture relating to such Securities, except
(1) the rights of Holders of such Securities to receive, from the
trust fund described in clause
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<PAGE>
(A) above, payment of the principal of and interest on the Securities
when due,
(2) the Company's obligations with respect to the Securities under
Sections 2.03, 2.03A, 2.06, 2.06A, 2.07 and 8.02, and
(3) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.
After a deposit pursuant to clause (A) above, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
this Indenture except for those surviving obligations specified above.
With respect to any Securities "Government Obligations" means (1) direct
obligations of the government which issued the currency or foreign currency
unit in which such Securities are denominated, for the payment of which the
full faith and credit of such government is pledged, or (2) obligations of a
person controlled or supervised by and acting as an agency or instrumentality
of such government, the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation of such government, and which in either
case under (1) or (2), are payable in such currency or foreign currency unit
and are not callable or redeemable at the option of the issuer thereof."
1.17. Section 10.04 is amended by adding the following at the end
thereof:
"If all Securities of a particular series are not to be issued at the
same time, then the documents that would be required to be delivered pursuant
to this Section 10.04 in respect of any Company Order to authenticate and
deliver any such Securities need be delivered only once, prior to the
authentication and delivery of the first Security of such series."
1.18. Section 10.07 is amended by adding the following at the beginning
thereof:
"Whenever this Indenture specifies that an action shall or may be taken
or authorized by the Holders of a specified portion of the principal amount of
the Securities of any series or otherwise requires a determination as to
whether the Holders of a specified portion of such principal amount have
joined in the taking of an action, the Trustee (or the Company with the
consent of the Trustee) is authorized to fix a record date for the purposes of
determining the persons entitled to take or authorize such action or in order
to make such determination."
1.19. The last sentence of Section 10.07 is amended by adding (1) "(i)"
immediately following the clause "action," and
-7-
<PAGE>
(2) at the end thereof the following: "and (ii) the principal amount of a
Security denominated in a foreign currency or foreign currency unit shall be
the equivalent amount in U.S. dollars of such principal amount, as of the date
of original issuance of the Security, based upon such exchange rates as are
specified pursuant to the Board Resolution, Company Order or supplemental
indenture establishing the terms for such Security."
ARTICLE 2
MISCELLANEOUS
2.01. Effectiveness. The provisions and benefits of this First
Supplemental Indenture shall not be effective with respect to any of the
Outstanding Securities.
2.02. Separability. In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
2.03. Ratification of Indenture. As supplemented and amended by this
First Supplemental Indenture, the Indenture is in all respects ratified and
confirmed, and the Indenture, as so supplemented and amended by this First
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
2.04. Governing Law. This First Supplemental Indenture shall be construed
in accordance with and governed by the laws of the State of New York.
2.05. Responsibility of the Trustee. The recitals contained herein shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as
to the validity or sufficiency of this First Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and the respective corporate seals
to be hereunto affixed and attested, all as of the date and year first above
written.
JOHNSON & JOHNSON HARRIS TRUST AND SAVINGS BANK
By A. J. MARKEY By R. G. MASON
----------------------------- ------------------------------
Name: A. J. Markey Name: R. G. Mason
Title: Treasurer Title: Vice President
0715p
-8-
Exhibit 4(C)
[Form of interest bearing Security]
(Face of Security)
No. [Currency]
--------------- ---------------
JOHNSON & JOHNSON
promises to pay to,
or registered assigns, the principal sum of
---------------------------
[Currency] on
__% [Title of Security] Due__
Interest Payment Dates:
Record Dates:
Dated:
Authenticated:
HARRIS TRUST AND SAVINGS BANK JOHNSON & JOHNSON
as Trustee
By By
-------------------------- -----------------------
Authorized Officer Vice President, Finance
By
-----------------------
Treasurer
(SEAL)
SEE REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS
<PAGE>
(Back of Security)
JOHNSON & JOHNSON
__% [Title of Security] Due
1. Indenture. This Security is one of a series issued by Johnson &
Johnson, a New Jersey corporation ("Company"), under an Indenture dated as
of__________________ ("Indenture") between the Company and the Trustee
(identified below.) The Indenture permits the issuance of an unlimited number
of series of debt securities. The terms of this Security include those stated
in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code [section signs]77aaa-77bbbb) as
in effect on the date of the Indenture. This Security is subject to all such
terms, and the holder of this Security is referred to the Indenture and such
Act for a statement of such terms.
2. Authentication. This Security shall not be valid until authenticated
by the signature of the Trustee or an authenticating agent on the other side
of this Security.
3. Interest. The Company promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The Company will pay
interest [semiannually] on_______________________and_______________________of
each year. Interest on this Security will accrue from the most recent date to
which interest has been paid or, if no interest has been paid from__________.
Interest will be computed on the basis of a 360-day year of twelve 30 day
months.
-2-
<PAGE>
4. Method of Payment. The Company will pay interest on this Security
(except defaulted interest) to the person who is the registered holder of this
Security at the close of business on the record date for the next interest
payment date even if this Security is cancelled after the record date and on
or before the interest payment date. The holder must surrender this Security
to a Paying Agent to collect the payment of principal. The Company will pay
principal and interest in [Currency]. However, the Company may pay principal
and interest by check payable in such money. It may mail an interest check to
a holder's registered address.
5. Paying Agent, Registrar. Initially, Harris Trust and Savings Bank
("Trustee"), 111 West Monroe Street, P.O. Box 755, Chicago, Illinois 60690,
will act as a Paying Agent and Registrar. Harris Trust Company of New York,
110 William Street, New York, New York 10038, will act as a Paying Agent and
co-registrar. The Company may change any Paying Agent, Registrar or
co-registrar without notice. The Company may act in any such capacity.
6. Denominations, Transfer, Exchange. The Securities of this series are
in registered form without coupons in denominations of__ and whole multiples
of __. The transfer of this Security may be registered and this Security may
be exchanged as provided in the Indenture. The Registrar may require the
holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any
-3-
<PAGE>
taxes and fees required by law or permitted by the Indenture. The Registrar
need not exchange or register the transfer of this Security (or portion
hereof) if it has been selected for redemption. Also, the Registrar need not
exchange or register the transfer of this Security for a period of 15 days
before the mailing of a notice of redemption.
[7. Optional Redemption.]
[8. Mandatory Redemption.]
[9. Additional Optional Redemption.]
[10.] Notice Of Redemption. If this Security is to be redeemed, notice of
redemption will be mailed to the holder at his registered address at least 30
days but not more than 60
-4-
<PAGE>
days before the redemption date. Securities in denominations larger than __
may be redeemed in part but only in whole multiples of __. If this Security is
called for redemption, interest on this Security will cease to accrue on and
after the redemption date.
[11.] Restrictive Covenants. This Security is an unsecured general
obligation of the Company, and it is one of a series limited to [Currency]
_________ in aggregate principal amount. The Indenture does not limit other
unsecured debt. [It does limit certain debt and sale and leaseback transctions
if the debt is secured by liens on or the property leased is manufacturing
property located in the continental United States which is of material
importance to the Company's consolidated business. The limitations are subject
to a number of important definitions, qualifications and exceptions set forth
in the Indenture. Once a year the Company must report to the Trustee on
compliance with the limitations.]
[12.] Defeasance. If the Company at any time deposits with the Trustee
money or eligible government obligations sufficient to make timely payments of
all principal of and interest on the Securities of this series, the Company
will be discharged from the restrictive covenants in the Indenture or possibly
from all payment obligations under the Indenture and this Security, provided
certain conditions set forth in the Indenture are met by the Company. If the
Company is so discharged from its payment obligations with respect to this
-5-
<PAGE>
Security, the holder would be able to look only to the deposited money or
government obligations for payment. Eligible government obligations are those
backed by the full faith and credit of the government which issues the
currency in which this Security is denominated.
[13.] Default and Remedies. An Event of Default is: default for 30 days
in payment of interest on the Securities of this series; default in payment of
principal on them; failure by the Company for 90 days after notice to it to
comply with any of its other agreements in the Indenture or this Security; and
certain events of bankruptcy or insolvency. If an Event of Default occurs and
is continuing, the Trustee or the holders of at least 25% in principal amount
of the Securities of this series may declare all the Securities of this series
to be due and payable immediately. A holder may not enforce the Indenture or
this Security except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or this
Security. Subject to certain limitations, holders of a majority in principal
amount of the Securities of this series may direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company
must furnish an annual compliance certificate to the Trustee.
-6-
<PAGE>
[14.] Amendments and Waivers. Subject to certain exceptions, provisions
of the Indenture or this Security may be amended or waived with the consent of
the holders of a majority in principal amount of the Securities of this
series, and any existing default may be waived with the consent of the holders
of a majority in principal amount of the Securities of this series. Without
the consent of any holder, the Indenture or this Security may be amended to
cure any ambiguity, defect or inconsistency, to provide for assumption of
Company obligations to the holder or to make any change that does not
adversely affect the rights of the holder.
[15.] Unclaimed Money. If money for the payment of principal of or
interest on this Security remains unclaimed for two years, the Trustee or
Paying Agent will pay the money back to the Company. After that, the holder
entitled to the money must look to the Company for payment unless an abandoned
property law designates another person.
[16.] No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligation of the Company under the Indenture or this Security or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting this Security, the holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of this Security.
-7-
<PAGE>
[17.] Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.
[18.] Persons Deemed Owners. The registered holder of this Security may
be treated as its owner for all purposes.
[19.] Successor Corporation. If the Company consolidates with, merges
into, or transfers substantially all of its assets to a successor corporation
which assumes the obligations of the Company under the Indenture and this
Security, the Company will be released from those obligations.
[20.] Abbreviations. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and UNIF GIFT
MIN ACT or U/G/M/A (= Uniform Gifts to Minors Act).
The Company will furnish a copy of the Indenture to any Securityholder
upon written request and without charge. Requests may be made to: Treasurer,
Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933.
-8-
<PAGE>
ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form below:
I or we assign and transfer this Security to
-------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
Date: _______________ Your Signature: __________________
__________________
(Sign exactly as your name appears
on the other side of this Security)
2357X
-9-
Exhibit 4(d)
[Form of Original Issue Discount Security]
(Face of Security)
FOR FEDERAL INCOME TAX PURPOSES, THE ISSUE PRICE OF THIS SECURITY IS % OF
ITS PRINCIPAL AMOUNT AND THE ISSUE DATE IS , 19 .
No. [Currency]
------------------- ----------------------
JOHNSON & JOHNSON
promises to pay to ,
or registered assigns, the principal sum of
------------------------------
[Currency] on
[Title of Security] Due
-----------
THE PRINCIPAL OF THIS SECURITY SHALL NOT BEAR INTEREST EXCEPT IN CASE OF
DEFAULT.
Dated:
Authenticated:
HARRIS TRUST AND SAVINGS BANK JOHNSON & JOHNSON
as Trustee
By By
------------------------- ----------------------------
Authorized Officer Vice President, Finance
By
----------------------------
Treasurer
(SEAL)
SEE REVERSE SIDE FOR CERTAIN TERMS AND DEFINITIONS
<PAGE>
(Back of Security)
JOHNSON & JOHNSON
__% [Title of Security] Due
1. Indenture. This Security is one of a series issued by Johnson &
Johnson, a New Jersey corporation ("Company"), under an Indenture dated as
of_______________("Indenture") between the Company and the Trustee (identified
below.) The Indenture permits the issuance of an unlimited number of series of
debt securities. The terms of this Security include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code [section signs]77aaa-77bbbb) as in effect
on the date of the Indenture. This Security is subject to all such terms, and
the holder of this Security is referred to the Indenture and such Act for a
statement of such terms.
2. Authentication. This Security shall not be valid until authenticated
by the signature of the Trustee or an authenticating agent on the other side
of this Security.
3. Default Interest. In the case of a default in payment of principal
upon acceleration, redemption or maturity of this Security, the amount in
default shall bear interest at the rate of ___% per annum (to the extent
enforceable under applicable law) from date of default in payment to the date
such payment has been made or duly provided for.
4. Method Of Payment. The holder must surrender this Security to a Paying
Agent to collect the payment of principal
-2-
<PAGE>
and any interest. The Company will pay principal and any interest in
[Currency]. The Company may pay principal and any interest by check payable in
such money.
5. Paying Agent, Registrar. Initially, Harris Trust and Savings Bank
("Trustee"), 111 West Monroe Street, P.O. Box 755, Chicago, Illinois 60690,
will act as a Paying Agent and Registrar. Harris Trust Company of New York,
110 William Street, New York, New York 10038, will act as a Paying Agent and
co-registrar. The Company may change any Paying Agent, Registrar or
co-registrar without notice. The Company may act in any such capacity.
6. Denominations, Transfer, Exchange. The Securities of this series are
in registered form in denominations of __ and whole multiples of __. The
transfer of this Security may be registered and this Security may be exchanged
as provided in the Indenture. The Registrar may require the holder, among
other things, to furnish appropriate endorsements and transfer documents and
to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not exchange or register the transfer of this Security (or
portion hereof) if it has been selected for redemption. Also, the Registrar
need not exchange or register the transfer of this Security for a period of 15
days before the mailing of a notice of redemption.
[7. Optional Redemption.]
-3-
<PAGE>
[8. Mandatory Redemption.]
[9. Additional Optional Redemption.]
[10.] Notice of Redemption. If this Security is to be redeemed, notice of
redemption will be mailed to the holder at his registered address at least 30
days but not more than 60 days before the redemption date. Securities in
denominations larger than __ may be redeemed in part but only in whole
multiples of __.
[11.] Restrictive Covenants. This Security is an unsecured general
obligation of the Company, and it is one of a series limited to [Currency]
___________ in aggregate principal amount. The Indenture does not limit other
unsecured debt. [It does limit certain debt and sale and leaseback
transactions if the debt is secured by liens on or the property leased is
manufacturing property located in the continental
-4-
<PAGE>
United States which is of material importance to the Company's consolidated
business. The limitations are subject to a number of important definitions,
qualifications and exceptions set forth in the Indenture. Once a year the
Company must report to the Trustee on compliance with the limitations.]
[12.] Defeasance. If the Company at any time deposits with the Trustee
money or eligible government obligations sufficient to make timely payments of
all principal of and any interest on the Securities of this series, the
Company will be discharged from the restrictive covenants in the Indenture and
possibly from all payment obligations under the Indenture and this Security,
provided certain conditions set forth in the Indenture are met by the Company.
If the Company is so discharged from its payment obligations with respect to
this Security, the holder would be able to look only to the deposited money or
government obligations for payment. Eligible government obligations are those
backed by the full faith and credit of the government which issues the
currency in which this Security is denominated.
[13.] Defaults and Remedies. An Event of Default is: default in payment
of principal on the Securities of this series; failure by the Company for 90
days after notice to it to comply with any of its other agreements in the
Indenture or this Security; and certain events of bankruptcy or insolvency. If
an Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the
-5-
<PAGE>
Securities of this series may declare an amount of principal of the.
Securities of this series to be due and payable immediately. Such amount shall
be equal to [formula]. A holder may not enforce the Indenture or this Security
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or this Security. Subject
to certain limitations, holders of a majority in principal amount of the
Securities of this series may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Securityholders notice of any
continuing default (except a default in payment of principal or any interest)
if it determines that withholding notice is in their interests. The Company
must furnish an annual compliance certificate to the Trustee.
[14.] Amendments and Waivers. Subject to certain exceptions, provisions of
the Indenture or this Security may be amended or waived with the consent of
the holders of a majority in principal amount of the Securities of this
series, and any existing default may be waived with the consent of the holders
of a majority in principal amount of the Securities of this series. Without
the consent of any holder, the Indenture or this Security may be amended to
cure any ambiguity, defect or inconsistency, to provide for assumption of
Company obligations to the holder or to make any change that does not
adversely affect the rights of the holder.
-6-
<PAGE>
[15.] Unclaimed Money. If money for the payment of principal of or any
interest on this Security remains unclaimed for two years, the Trustee or
Paying Agent will pay the money back to the Company. After that, the holder
entitled to the money must look to the Company for payment unless an abandoned
property law designates another person.
[16.] No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligation of the Company under the Indenture or this Security or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting this Security, the holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of this Security.
[17.] Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.
[18.] Persons Deemed Owners. The registered holder of this Security may
be treated as its owner for all purposes.
[19.] Successor Corporation. If the Company consolidates with, merges
into, or transfers substantially all of its assets to a successor corporation
which assumes the obligations of the Company under the Indenture and this
Security, the Company will be released from those obligations.
-7-
<PAGE>
[20.] Abbreviations. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and UNIF GIFT
MIN ACT or U/G/M/A (= Uniform Gifts to Minors Act).
The Company will furnish a copy of the Indenture to any Securityholder
upon written request and without charge. Requests may be made to: Treasurer,
Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ 08933.
-8-
<PAGE>
ASSIGNMENT FORM
If you the holder want to assign this Security, fill in the form below:
I or we assign and transfer this Security to
-------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
Date: _____________ Your Signature: ________________________
________________________
(Sign exactly as your name appears
on the other side of this Security)
2366X
-9-
Exhibit 4 (e)
[Form of Warrant Agreement for Warrants sold alone*]
WARRANT AGREEMENT dated as of
19 between JOHNSON & JOHNSON, a New Jersey corporation
(the "Company") and , as warrant agent (the "Warrant Agent").
WHEREAS the Company has entered into an Indenture dated as of
1987 (the "Indenture") with Harris Trust and Savings Bank, as trustee (the
"Trustee"), providing for the issuance from time to time of its unsecured
debentures, notes, bonds or other evidences of indebtedness (the "Debt
Securities"), to be issued in one or more series, as provided in the
Indenture; and
WHEREAS the Company proposes to sell warrant certificates evidencing one
or more warrants (the "Warrants"
- ---------------------
*The provisions of this form will be modified as appropriate to reflect
the terms of the Warrants and the Warrant Securities. Monetary amounts may be
in U.S. dollars, in a foreign denominated currency or in foreign currency
units. If the Warrants are to be uncertificated, the provisions of this form
will be modified as appropriate to reflect the terms of exercise and transfer
of uncertificated Warrants and other matters relating to the use of the
specified system for uncertificated Warrants.
<PAGE>
or, individually a "Warrant") representing the right to purchase [title of
Debt Securities purchasable through exercise of Warrants] (the "Warrant
Securities"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and
WHEREAS the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the
terms and conditions on which they may be issued, exchanged, exercised and
replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant
-2-
<PAGE>
evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase a Warrant Security in the principal
amount of [$] to be issued pursuant to the Indenture.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated and
may have such letter, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as
the officer of the Company executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with
the provisions of this Agreement, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrants may be listed, or to
conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by its Chairman of the Board, its President, one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers. Such signature
may be a manual or facsimile signature of such authorized officer and may be
imprinted or otherwise reproduced on the Warrant Certificates. If the Warrant
Certificates bear the seal of the Company, such seal may be in the form of a
facsimile thereof and may be
-3-
<PAGE>
impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has
been countersigned by the signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall
be conclusive evidence that the Warrant Certificate so countersigned has been
duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by any such person
as, at the actual date of the execution of such Warrant Certificate, shall be
a proper officer of the Company, although at the date of the execution of this
Agreement such person was not such officer.
-4-
<PAGE>
[If bearer Warrants]--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean the bearer of such Warrant
Certificate.]
[If registered Warrants--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time
any Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose.]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
[$] aggregate principal amount of Warrant Securities (except as
provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
countersign Warrant Certificates evidencing Warrants representing the right to
purchase up to [$] aggregate principal amount of Warrant
Securities and shall deliver such Warrant Certificates to or upon the order of
the Company. Subsequent to such original issuance of the Warrant Certificates,
the Warrant Agent shall countersign a Warrant Certificate only if the Warrant
Certificate is issued in exchange or substitution for one or more previously
-5-
<PAGE>
countersigned Warrant Certificates [If registered Warrants--or in connection
with their transfer], as hereinafter provided or as provided in Section
2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On ,19 , the exercise price of each
Warrant is [$] . During the period from ,19 , through and
including 19 , the exercise price of each Warrant will be [$] plus
[accrued amortization of the original issue discount] [accrued interest]
from ,19 . On ,19 , the exercise price of each Warrant
will be [$] . During the period from ,19 , through and
including, 19 , the exercise price of each Warrant will be [$] plus
[accrued amortization of the original issue discount] [accrued interest]
from ,19 . [In each case, the original issue discount will be
amortized at a % annual rate, computed on a semi-annual basis using a
360-day year consisting of twelve 30-day months]. Such purchase price of
Warrant Securities is referred to in this Agreement as the "Warrant Price."
[The original issue discount for each [$1,000] principal amount of Warrant
Securities is [$ ].
-6-
<PAGE>
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[ ,19 ,] and at or before 5 p.m. New York time on ,19 (the
"Expiration Date"). Each Warrant not exercised at or before 5 p.m. New York
time on the Expiration Date shall become void, and all rights of the holder of
the Warrant Certificate evidencing such Warrant under this Agreement shall
cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants may be exercised by providing
certain information set forth on the reverse side of the Warrant Certificate
and by paying in full [in lawful money of the United States of America] [in
cash or by certified check or official bank check or by bank wire transfer, in
each case] [by bank wire transfer], in immediately available funds, the
Warrant Price for each Warrant exercised, to the Warrant Agent at its
corporate trust office [or at ], provided that such exercise is subject to
receipt, within five business days after such [payment] [wire transfer] by the
Warrant Agent of the Warrant Certificate with the form of election to purchase
Warrant Securities set forth on the reverse side of the Warrant Certificate
properly completed and duly executed. The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of
the Warrant Certificate as aforesaid, be
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<PAGE>
deemed to be the date on which the Warrant is exercised. The Warrant Agent
shall deposit all funds received by it in payment of the Warrant Price in an
account of the Company maintained with it and shall advise the Company by
telephone at the end of each day on which a [payment] [wire transfer] for the
exercise of Warrants is received of the amount so deposited to its account.
The Warrant Agent shall promptly confirm such telephone advice to the Company
in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised, (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iv) such other information as the
Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the Company
shall issue, pursuant to the Indenture, in authorized denominations to or upon
the order of the holder of the Warrant Certificate evidencing such Warrant,
the Warrant Securities to which such holder is entitled in fully registered
form, registered in such name or names as may be directed by
-8-
<PAGE>
such holder.* If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate evidencing the number of such Warrants remaining
unexercised.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities; and in the event that any
such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.
[(e) Issuance of unregistered Warrant Securities upon exercise of
Warrants shall be subject to provisions of the Indenture inserted to insure
compliance with applicable law and regulations.]
- --------------------------
*Subject to change in accordance with changes in tax laws and
regulations.
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<PAGE>
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF WARRANT CERTIFICATES
SECTION 3.01. No rights as Warrant Securityholder Conferred bv Warrants
or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of or premium, or interest on Warrant Securities or to enforce any
of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation,
then, in the absence of notice to the Company or the Warrant Agent that such
Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute, and an authorized officer of the Warrant Agent shall
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and
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<PAGE>
evidencing a like number of Warrants. Upon the issuance of any new Warrant
Certificate under this Section, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section in lieu of any
lost, stolen or destroyed Warrant Certificate shall represent a contractual
obligation of the Company, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or
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<PAGE>
otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or ], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other denominations evidencing such Warrants [If registered Warrants: or the
transfer thereof may be registered in whole or in part]; provided that such
other Warrant Certificates evidence the same aggregate number of Warrants as
the Warrant Certificates so surrendered. [If registered Warrants--The Warrant
Agent shall keep, at its corporate trust office [and at ], books in which,
subject to such reasonable regulations as it may prescribe, it shall register
Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates, upon surrender of the Warrant Certificates to the Warrant Agent
at its corporate trust office [or ] for exchange [or registration of
transfer], properly endorsed or accompanied by appropriate instruments of
registration of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent.] No
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<PAGE>
service charge shall be made for any exchange [or registration of transfer] of
Warrant Certificates, but the Company may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be
imposed in connection with any such exchange or [registration of transfer].
Whenever any Warrant Certificates are so surrendered for exchange [or
registration of transfer] an authorized officer of the Warrant Agent shall
countersign and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect
any exchange [or registration of transfer] which will result in the issuance
of a Warrant Certificate evidencing a fraction of a Warrant or a number of
full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or registration of transfer] of Warrant Certificates shall
be the valid obligations of the Company, evidencing the same obligations, and
entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange [or registration of transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [Bearer
warrants - Each Warrant Certificate shall be transferable by delivery and
shall be deemed negotiable and the bearer of each Warrant Certificate may be
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<PAGE>
treated by the Company, the Warrant Agent and all other persons dealing with
such bearer as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.] [Registered Warrants - The
Company and the Warrant Agent may treat the registered holder as the absolute
owner thereof for any purpose and as the person entitled to exercise the
rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [registration of transfer] or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange or in
lieu thereof. The Warrant Agent shall deliver to the Company from time to time
or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Company.
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<PAGE>
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent. The Company hereby appoints the Warrant
Agent as warrant agent of the Company in respect of the Warrants and the
Warrant Certificates upon the terms and subject to the conditions herein set
forth; and the Warrant Agent hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it
herein and in the Warrant Certificates and such further powers and authority
to act on behalf of the Company as the Company may hereafter grant to or
confer upon it. All the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
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<PAGE>
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses incurred by the
Warrant Agent in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any loss, liability or expense
incurred without negligence, wilful misconduct or bad faith on the part
of the Warrant Agent, arising out of or in connection with its acting as
Warrant Agent hereunder, as well as the costs and expenses of defending
against any claim of such liability.
(b) Agent for the Companv. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation
or relationship of agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
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<PAGE>
omitted by it hereunder in good faith and in accordance with the advice
of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial
or other transaction with the Company and may act on, or as depositary,
trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were
not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall
be deemed to prevent the Warrant Agent from acting as trustee for any
series of Debt Securities under the Indenture.
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<PAGE>
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant
Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or
in the Warrant Certificates (except as to the Warrant Agent's
counter-signature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any
action hereunder which may tend to involve it in any expense or
liability, the
-18-
<PAGE>
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by
it to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of
any written demand from a holder of a Warrant Certificate with respect to
such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate
any proceedings at law or otherwise or, except as provided in Section
6.02, to make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders of the Warrant Certificates, that there
shall at all times be a Warrant Agent hereunder until all the Warrant
Certificates are no longer exercisable.
-19-
<PAGE>
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.02 (a) shall continue to
the extent set forth therein notwithstanding the resignation or removal of the
Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law
-20-
<PAGE>
or make an assignment for the benefit of its creditors or consent to the
appointment of a receiver or custodian of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or of all or any substantial
part of its property shall be appointed, or if an order of any court shall be
entered for relief against it under the provisions of the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
Federal or State bankruptcy or similar law, or if any public officer shall
have taken charge or control of the Warrant Agent or of its property or
affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor Warrant Agent, qualified as aforesaid, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance
by the successor Warrant Agent of such appointment, the Warrant Agent shall
cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with
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like effect as if originally named as Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities
and other property on deposit with or held by such predecessor, as Warrant
Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity,
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<PAGE>
or of curing, correcting or supplementing any defective provision contained
herein, or making any other provisions with respect to matters or questions
arising under this Agreement as the Company and the Warrant Agent may deem
necessary or desirable; provided that such action shall not adversely affect
the interests of the holders of the Warrant Certificates.
SECTION 6.02. Notices and Demands to the Companv and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company
by the holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to ,
Attention: , and any communication from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey
08933, Attention: Treasurer (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).
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<PAGE>
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with, the delivery of the Warrant Securities issued
upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, a registration statement in
respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance, sale,
transfer, and
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<PAGE>
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for
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<PAGE>
inspection by the holder of any Warrant Certificate. The Warrant Agent may
require such holder to submit his Warrant Certificate for inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
JOHNSON & JOHNSON
By
-------------------------
Name:
Title:
[NAME OF WARRANT AGENT],
As Warrant Agent
By
-------------------------
Name:
Title:
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<PAGE>
EXHIBIT A
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT AGENT AS PROVIDED HEREIN
JOHNSON & JOHNSON
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M. NEW YORK TIME ON , 19
[No.] Warrants
This certifies that [the bearer is the] [ or registered assigns is
the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after 5 p.m. New
York time on , 19 , and] on or before 5 p.m. New York time on
, 19 , [$] principal amount of [Title of Warrant
Securities] (the "Warrant Securities"), of Johnson & Johnson (the "Company"),
issued and to be issued under the Indenture (as hereinafter defined), on the
following basis: [on , 19 , the exercise price of each Warrant
is $ ; during the period from , 19 , through and
including , 19 , the exercise price of each warrant will be
[$] plus [accrued amortization of the original issue discount] [accrued
interest] from , 19 ; on , 19 , the exercise price of
each Warrant will be [$] ; during the period from , 19 ,
through and including , 19 , the exercise price of
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<PAGE>
each Warrant will be [$] plus [accrued amortization of the original
issue discount] [accrued interest] from , 19 ; [in each case, the
original issue discount will be amortized at a % annual rate, computed on a
semi-annual basis, using a 360-day year consisting of twelve 30-day months]
(the "Warrant Price"). [The original issue discount for each [$1,000] principal
amount of Warrant Securities is [$] .] The holder may exercise the
Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full, [in lawful money of the United States of
America] [in cash or by certified check or official bank check or by bank wire
transfer, in each case] [by bank wire transfer], in immediately available
funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as
hereinafter defined) and by surrendering this Warrant Certificate, within five
business days after such payment, with the purchase form on the back hereof
duly executed, at the corporate trust office of [name of Warrant Agent], or
its successor as warrant agent (the "Warrant Agent"), [or ] currently at
the address specified on the reverse hereof, and upon compliance with and
subject to the conditions set forth herein and in the Warrant Agreement (as
hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form in denominations
of [$] and any integral
A-2
<PAGE>
multiples thereof. Upon any exercise of fewer than all of the Warrants
evidenced by this Warrant Certificate, there shall be issued to the holder
hereof a new Warrant Certificate evidencing the number of Warrants remaining
unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of , 19 (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the abovementioned
office of the Warrant Agent [and at ].
The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of , 1987 (the "Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee, and will be
subject to the terms and provisions contained in the Indenture. Copies of the
Indenture and the form of Warrant Securities are on file at the corporate
trust office of the trustee [and at ].
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<PAGE>
[Bearer Warrants - This Warrant Certificate, and all rights hereunder, may
be transferred by delivery and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.]
[Registered Warrants - This Warrant Certificate may be transferred when
surrendered at the corporate trust office of the Warrant Agent [or ]
by the registered owner or his appointed person or by an attorney duly
authorized in writing, in the manner and subject to the terms provided in the
Warrant Agreement.]
After countersignature by the Warrant Agent and prior to the expiration
of this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of Warrant Securities, including, without limitation,
the right to receive payments of principal of or premium or interest on the
Warrant Securities or to enforce any of the covenants of the Indenture.
A-4
<PAGE>
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
Dated as of , 19 .
JOHNSON & JOHNSON,
By ______________________________
Name:
Title:
Countersigned:
________________________________
As Warrant Agent
By _____________________________
Authorized Signature
A-5
<PAGE>
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by
bank wire transfer], in immediately available funds, the Warrant Price in full
for Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department, [insert address of Warrant Agent], Attn. [or ],
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate
in person or by mail (registered mail is recommended) to the Warrant Agent at
the addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days
after the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise Warrants
evidenced by this Warrant Certificate, to purchase [$] principal amount
of the [Title of Warrant Securities] (the "Warrant Securities") of Johnson &
Johnson and
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<PAGE>
represents that he has tendered payment for such Warrant Securities [in cash
or by certified check or official bank check or by bank wire transfer, in each
case,] [by bank wire transfer], in immediately available funds, to the order
of Johnson & Johnson, c/o [insert name and address of Warrant Agent], in the
amount of [$] in accordance with the terms hereof. The undersigned
requests that said principal amount of Warrant Securities be in fully
registered form in the authorized denominations, registered in such names and
delivered, all as specified in accordance with the instructions set forth
below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered
to the undersigned unless otherwise specified in the instructions below.
Name ________________________________
(Please Print)
Dated:
______________________________
/ / / / Address _____________________________
/ / / /
______________________________
(Insert Social Security or _____________________________
Other Identifying Number
of Holder) Signature ___________________________
A-7
<PAGE>
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at __________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
By mail at __________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants--complete as
appropriate.]
A-8
<PAGE>
Assignment
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED hereby
sells, assigns and transfers unto
Please insert social security
or other identifying number
_________________________________
____________________________ / / / /
(Please print name and / / / /
address including zip code) _________________________________
______________________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution
in the premises.
Dated: ___________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear
a signature guarantee of a
commercial bank, trust
company or member broker
of the New York, American,
Midwest or Pacific Stock
Exchange.)
Signature Guaranteed:
__________________________________
A-9
Exhibit 4(f)
[Form of Warrant Agreement
for Warrants sold attached to Debt Securities*]
WARRANT AGREEMENT dated as of 19 between JOHNSON & JOHNSON, a
New Jersey corporation (the "Company") and
, as warrant agent (the "Warrant Agent").
WHEREAS the Company has entered into an Indenture dated as of
1987 (the "Indenture") with Harris Trust and Savings Bank, as trustee (the
"Trustee"), providing for the issuance from time to time of its unsecured
debentures, notes, bonds or other evidences of indebtedness (the "Debt
Securities"), to be issued in one or more series, as provided in the
Indenture; and
WHEREAS the Company proposes to sell [title of Debt Securities being
offered] (the "Offered Securities") with
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*The provisions of this form will be modified as appropriate to reflect the
terms of the Warrants, the Offered Securities and the Warrant Securities.
Monetary amounts may be in U.S. dollars, in a foreign denominated currency or
in foreign currency units. If the Warrants are to be uncertificated, the
provisions of this form will be modified as appropriate to reflect the terms
of exercise and transfer of uncertificated Warrants and other matters relating
to the use of the specified system for uncertificated Warrants.
<PAGE>
warrant certificates evidencing one or more warrants (the "Warrants" or,
individually a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants] (the "Warrant
Securities"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and
WHEREAS the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among
other things, the form and provisions of the Warrant Certificates and the
terms and conditions on which they may be issued, exchanged, exercised and
replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I.
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES.
SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued in
connection with the issuance of the Offered
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<PAGE>
Securities [but shall be separately transferable on and after , 19
(the "Detachable Date")], [and shall not be separately transferable] and each
Warrant Certificate shall evidence one or more Warrants. Each Warrant
evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase a Warrant Security in the principal
amount of [$] . Warrant Certificates shall be initially issued in
units with the Offered Securities and each Warrant Certificate included in
such a unit shall evidence Warrants for each [$] principal amount
of Offered Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
and may have such letter, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officer of the Company executing the
same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation
made pursuant thereto or with any rule or regulation of any stock exchange on
which the Warrants may be listed, or to conform to usage. The Warrant
Certificates shall be signed
-3-
<PAGE>
on behalf of the Company by its Chairman of the Board, its President, one of
its Vice Presidents, its Treasurer or one of its Assistant Treasurers. Such
signature may be a manual or facsimile signature of such authorized officer
and may be imprinted or otherwise reproduced on the Warrant Certificates. If
the Warrant Certificates bear the seal of the Company, such seal may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has
been countersigned by the signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall
be conclusive evidence that the Warrant Certificate so countersigned has been
duly issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to
be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
Warrant Certificate may be signed on
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<PAGE>
behalf of the Company by any such person as, at the actual date of the
execution of such Warrant Certificate, shall be a proper officer of the
Company, although at the date of the execution of this Agreement such person
was not such officer.
[If bearer Warrants]--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [If Offered Securities with Warrants
which are not immediately detachable--, prior to the Detachable Date, the
registered owner of the Offered Security to which such Warrant Certificate was
initially attached, and after such Detachable Date] the bearer of such Warrant
Certificate.]
[If registered Warrants--The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time
any Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose [If Offered Securities with Warrants which
are not immediately detachable--or upon the register of the Offered Securities
prior to the Detachable Date.] The Company will, or cause the registrar of the
Offered Securities to, make available at all times to the Warrant Agent such
information as to holders of the Offered Securities with Warrants as may be
necessary to keep the Warrant Agent's records up to date.]
-5-
<PAGE>
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
[$] aggregate principal amount of Warrant Securities, (except as
provided in Section 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
[$] aggregate principal amount of Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously countersigned
Warrant Certificates [If registered Warrants--or in connection with their
transfer], as hereinafter provided or as provided in Section 2.03(c).
ARTICLE II.
WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS.
SECTION 2.01. Warrant Price. On ,19 , the
exercise price of each Warrant is [$] . During the period
from , 19 , through and including ,
-6-
<PAGE>
19 , the exercise price of each Warrant will be [$] plus [accrued
amortization of the original issue discount] [accrued interest] from
, 19 . On , 19 , the exercise price of each
Warrant will be [$] . During the period from , 19 ,
through and including, 19 , the exercise price of each Warrant will be
[$] plus [accrued amortization of the original issue discount] [accrued
interest] from , 19 . [In each case, the original issue
discount will be amortized a % annual rate, computed on a semi-annual basis
using a 360-day year consisting of twelve 30-day months]. Such purchase price
of Warrant Securities is referred to in this Agreement as the "Warrant Price."
[The original issue discount for each [$1,000] principal amount of Warrant
Securities is [$ ].
SECTION 2.02. Duration of Warrants. Each Warrant may be exercised in
whole at any time, as specified herein, on or after [the date thereof]
[ , 19 ,] and at or before 5 p.m. New York time on ,
19 (the "Expiration Date"). Each Warrant not exercised at or before 5 p.m.
New York time on the Expiration Date shall become void, and all rights of the
holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02, any whole number of Warrants
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<PAGE>
may be exercised by providing certain information set forth on the reverse
side of the Warrant Certificate and by paying in full, [in lawful money of the
United States of America] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer], in
immediately available funds, the Warrant Price for each Warrant exercised, to
the Warrant Agent at its corporate trust office [or at ], provided that
such exercise is subject to receipt, within five business days after such
[payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with
the form of election to purchase Warrant Securities set forth on the reverse
side of the Warrant Certificate properly completed and duly executed. The date
on which payment in full of the Warrant Price is received by the Warrant Agent
shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed
to be the date on which the Warrant is exercised. The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it and shall advise the Company by telephone at
the end of each day on which a [payment] [wire transfer] for the exercise of
Warrants is received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee
-8-
<PAGE>
under the Indenture of (i) the number of Warrants exercised, (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to which such
holder is entitled upon such exercise, (iii) delivery of Warrant Certificates
evidencing the balance, if any, of the Warrants remaining after such exercise,
and (iv) such other information as the Company or the Trustee shall reasonably
require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Securities to which such holder is entitled in fully
registered form, registered in such name or names as may be directed by such
holder.* If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.
- -------------------------
*Subject to change in accordance with changes in tax laws and regulations.
-9-
<PAGE>
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Securities; and in the event that any
such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.
[(e) Issuance of unregistered Warrant Securities upon exercise of
Warrants shall be subject to provisions of the Indenture inserted to insure
compliance with applicable law and regulations.]
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS OF
HOLDERS OF WARRANT CERTIFICATES
SECTION 3.01. No rights as Warrant Securityholder Conferred by Warrants
or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby
shall entitle the holder thereof to any of the rights of a holder of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of or premium, or interest on Warrant Securities or to enforce any
of the covenants in the Indenture.
-10-
<PAGE>
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and, in the case of
mutilation, upon surrender thereof to the Warrant Agent for cancellation,
then, in the absence of notice to the Company or the Warrant Agent that such
Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute, and an authorized officer of the Warrant Agent shall
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing a like number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent a
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates
-11-
<PAGE>
duly executed and delivered hereunder. The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
ARTICLE IV.
EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES.
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered
Securities with Warrants which are immediately detachable--Upon] [If Offered
Securities with Warrants which are not immediately detachable--Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Offered Securities to which
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<PAGE>
the Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer or such Offered
Securities. Prior to the Detachable Date, each transfer of the Offered
Securities [on the register of the Offered Securities] shall operate also to
transfer the related Warrant Certificates. After the Detachable Date upon]
surrender at the corporate trust office of the Warrant Agent [or ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants--or the transfer thereof may be registered in whole or in part];
provided that such other Warrant Certificates evidence the same aggregate
number of Warrants as the Warrant Certificates so surrendered. [If registered
Warrants--The Warrant Agent shall keep, at its corporate trust office
[and at ], books in which, subject to such reasonable regulations
as it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office [or ]
for exchange [or registration of transfer], properly endorsed or accompanied
by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent.] No service charge shall be made for any exchange [or
registration of transfer] of Warrant Certificates, but the Company may
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<PAGE>
require payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange
or [registration of transfer]. Whenever any Warrant Certificates are so
surrendered for exchange [or registration of transfer] an authorized officer
of the Warrant Agent shall countersign and deliver to the person or persons
entitled thereto a Warrant Certificate or Warrant Certificates duly authorized
and executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange [or registration of transfer] which will
result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange [or registration of transfer] of Warrant
Certificates shall be the valid obligations of the Company, evidencing the
same obligations, and entitled to the same benefits under this Agreement, as
the Warrant Certificates surrendered for such exchange [or registration of
transfer].
SECTION 4.02. Treatment of Holders Of Warrant Certificates. [If Offered
Securities with bearer Warrants which are not immediately detachable--Subject
to Section 4.01, each] [If Offered Securities with bearer Warrants which are
immediately detachable--Each] Warrant Certificate shall be transferable by
delivery and shall be deemed negotiable and the
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<PAGE>
bearer of each Warrant Certificate may be treated by the Company, the Warrant
Agent and all other persons dealing with such bearer as the absolute owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.] [If registered Warrants which are not immediately
detachable--Every holder of a Warrant Certificate, by accepting the same,
consents and agrees with the Company, the Warrant Agent and with every
subsequent holder of such Warrant Certificate that until the transfer of the
Warrant Certificate is registered on the books of the Warrant Agent [or the
register of the Offered Securities prior to the Detachable Date], the Company
and the Warrant Agent [or the registrar of the Offered Securities prior to the
Detachable Date] may treat the registered holder as the absolute owner thereof
for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [registration of transfer] or exercise of
the Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the Warrant Agent and all Warrant Certificates surrendered or so
delivered to the Warrant Agent shall be promptly cancelled by the Warrant
Agent and shall not be reissued and, except as
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<PAGE>
expressly permitted by this Agreement, no Warrant Certificate shall be issued
hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to
the Company from time to time or otherwise dispose of cancelled
Warrant Certificates in a manner satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent. The Company hereby appoints the Warrant
Agent as warrant agent of the Company in respect of the Warrants and the
Warrant Certificates upon the terms and subject to the conditions herein set
forth; and the Warrant Agent hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it
herein and in the Warrant Certificates and such further powers and authority
to act on behalf of the Company as the Company may hereafter grant to or
confer upon it. All the terms and provisions with respect to such powers and
authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obliqations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of
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<PAGE>
which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses incurred by the
Warrant Agent in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any loss, liability or expense
incurred without negligence, wilful misconduct or bad faith on the part
of the Warrant Agent, arising out of or in connection with its acting
as Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation
or relationship of agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.
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<PAGE>
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice
of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial
or other transaction with the Company and may act on, or as depositary,
trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely
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<PAGE>
as if it were not the Warrant Agent hereunder. Nothing in this
Warrant Agreement shall be deemed to prevent the Warrant Agent from
acting as trustee for any series of Debt Securities under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant
Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or
in the Warrant Certificates (except as to the Warrant Agent's
counter-signature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set
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<PAGE>
forth and no implied duties or obligations shall be read into this
Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action
hereunder which may tend to involve it in any expense or liability, the
payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by
it to the Company pursuant to this Agreement or for the application by
the Company of the proceeds of the Warrant Certificates. The Warrant
Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained
herein or in the Warrant Certificates or in the case of the receipt of
any written demand from a holder of a Warrant Certificate with respect to
such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate
any proceedings at law or otherwise or, except as provided in Section
6.02, to make any demand upon the Company.
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<PAGE>
SECTION 5.03. Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders of the Warrant Certificates, that there
shall at all times be a Warrant Agent hereunder until all the Warrant
Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.02 (a) shall continue to
the extent set forth therein notwithstanding the resignation or removal of the
Warrant Agent.
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<PAGE>
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or shall file a petition seeking relief under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if
a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for
relief against it under the provisions of the Federal Bankruptcy Code, as now
constituted or hereafter amended, or under any other applicable Federal or
State bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to
be Warrant Agent hereunder.
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<PAGE>
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, trusts, immunities, duties and obligations
of such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay
over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged
or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
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<PAGE>
ARTICLE VI.
MISCELLANEOUS
SECTION 6.01. Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company
and the Warrant Agent may deem necessary or desirable; provided that such
action shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company
by the holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.
SECTION 6.03. Addresses. Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to ,
Attention: , and any communication from the Warrant Agent to
the Company with respect to this Agreement shall be addressed to Johnson &
Johnson, One Johnson & Johnson
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<PAGE>
Plaza, New Brunswick, New Jersey 08933, Attention: Treasurer (or such other
address as shall be specified in writing by the Warrant Agent or by the
Company).
SECTION 6.04. Applicable Law. The validity, interpretation and performance
of this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions thereof shall be governed by, and construed in
accordance with, the laws of the State of New York.
SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with, the delivery of the Warrant Securities issued
upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
-25-
<PAGE>
State laws (including, without limitation, a registration statement in
respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance, sale,
transfer, and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Securities
issued upon exercise of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.
SECTION 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
-26-
<PAGE>
SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
JOHNSON & JOHNSON
By __________________________________
Name:
Title:
[NAME OF WARRANT AGENT],
As Warrant Agent
By __________________________________
Name:
Title:
2371X
-27-
<PAGE>
EXHIBIT A
[Face of Warrant Certificate]
Prior to ,
this Warrant Certificate
[Form of Legend of Debt cannot be transferred or
Securities with Warrants exchanged unless attached to
which are not a [Title of Offered
immediately detachable: Securities].]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
JOHNSON & JOHNSON
WARRANTS TO PURCHASE
[Title of Warrant Securities]
VOID AFTER 5 P.M. NEW YORK TIME ON , 19
[No.] Warrants
This certifies that [the bearer is the] [ or registered assigns is
the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after 5 p.m. New
York time on , 19 , and] on or before 5 p.m. New York time
on , 19 , [$] principal amount of [Title of Warrant
Securities] (the "Warrant Securities"), of Johnson & Johnson (the "Company"),
issued and to be issued under the Indenture (as hereinafter defined), on the
following basis: [on , 19 , the exercise price of each
Warrant is $ ; during the period from , 19 , through and
including , 19 , the exercise price of each Warrant will be
[$] plus [accrued amortization of the
A-1
<PAGE>
original issue discount] [accrued interest] from , 19 ; on
, 19 , the exercise price of each Warrant will be [$] ;
during the period from , 19 , through and including ,
19 , the exercise price of each Warrant will be [$] plus [accrued
amortization of the original issue discount] [accrued interest] from ,
19 ; [in each case, the original issue discount will be amortized at a %
annual rate, computed on a semi-annual basis, using a 360-day year consisting
of twelve 30-day months] (the "Warrant Price"). [The original issue discount
for each [$1,000] principal amount of Warrant Securities is [$] .] The holder
may exercise the Warrants evidenced hereby by providing certain information
set forth on the back hereof and by paying in full, [in lawful money of the
United States of America] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer], in
immediately available funds, the Warrant Price for each Warrant exercised to
the Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, within five business days after such payment, with the purchase
form on the back hereof duly executed, at the corporate trust office of [name
of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"),
[or ] currently at the address specified on the reverse hereof, and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined).
A-2
<PAGE>
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form in denominations
of [$] and any integral multiples thereof. Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be
issued to the holder hereof a new Warrant Certificate evidencing the number of
Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of , 19 (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the abovementioned
office of the Warrant Agent [and at ].
The Warrant Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of , 1987 (the "Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee, and will be
subject to the terms and provisions contained in the Indenture. Copies of the
Indenture and the form of Warrant Securities are on file at the corporate
trust office of the trustee [and at ].
A-3
<PAGE>
[If Offered Securities with bearer Warrants which are not immediately
detachable - Prior to , 19 , this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Securities]
("Offered Securities") to which the Warrant Certificate was initially
attached, and only for the purpose of effecting, or in conjunction with, an
exchange or transfer of such Offered Securities. After such date, this [If
Offered Securities with bearer Warrants which are immediately detachable -
This] Warrant Certificate, and all rights hereunder, may be transferred by
delivery and the Company and the Warrant Agent may treat the bearer hereof as
the owner for all purposes.]
[If Offered Securities with registered Warrants which are not immediately
detachable - Prior to , 19 , this Warrant Certificate may be exchanged
or transferred only together with the [Title of Offered Securities] ("Offered
Securities") to which this Warrant Certificate was initially attached, and
only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Securities. After such date, this [If Offered
Securities with registered Warrants which are immediately detachable -
Transfer of this] Warrant Certificate may be registered when this Warrant
Certificate is surrendered at the corporate trust office of the Warrant Agent
[or ] by the registered owner or his assigns, in person or by an attorney duly
A-4
<PAGE>
authorized in writing, in the manner and subject to the limitations provided
in the Warrant Agreement.]
[If Offered Securities with Warrants which are not immediately detachable
- - Except as provided in the immediately preceding paragraph, after] [If
Offered Securities with Warrants which are immediately detachable - After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of Warrant Securities, including, without limitation,
the right to receive payments of principal of or premium or interest on the
Warrant Securities or to enforce any of the covenants of the Indenture.
A-5
<PAGE>
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
Dated as of , 19 .
JOHNSON & JOHNSON,
By ____________________________________
Name:
Title:
Countersigned:
___________________________________
As Warrant Agent
By ________________________________
Authorized Signature
A-6
<PAGE>
[Reverse of Warrant Certificate]
Instructions for Exercise of Warrant
To exercise the Warrants evidenced hereby, the holder must pay [in cash
or by certified check or official bank check or by bank wire transfer] [by
bank wire transfer], in immediately available funds, the Warrant Price in full
for Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department, [insert address of Warrant Agent], Attn.
[or ], which [payment] [wire transfer] must specify the name
of the holder and the number of Warrants exercised by such holder. In
addition, the holder must complete the information required below and present
this Warrant Certificate in person or by mail (registered mail is recommended)
to the Warrant Agent at the addresses set forth below. This Warrant
Certificate, completed and duly executed, must be received by the Warrant
Agent within five business days after the [payment] [wire transfer].
To Be Executed Upon Exercise of Warrant
The undersigned hereby irrevocably elects to exercise Warrants
evidenced by this Warrant Certificate, to purchase [$] principal amount
of the [Title of Warrant Securities] (the "Warrant Securities") of Johnson &
Johnson and
A-7
<PAGE>
represents that he has tendered payment for such Warrant Securities [in cash
or by certified check or official bank check or by bank wire transfer, in each
case,] [by bank wire transfer], in immediately available funds, to the order
of Johnson & Johnson, c/o [insert name and address of Warrant Agent], in the
amount of [$] in accordance with the terms hereof. The undersigned requests
that said principal amount of Warrant Securities be in fully registered form
in the authorized denominations, registered in such names and delivered, all
as specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered
to the undersigned unless otherwise specified in the instructions below.
Name __________________________________
(Please Print)
Dated:
______________________________
/ / / / Address _______________________________
/ / / /
_____________________________
(Insert Social Security or _______________________________
Other Identifying Number
of Holder) Signature _____________________________
A-8
<PAGE>
The Warrants evidenced hereby may be exercised at the following
addresses:
By hand at ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
By mail at ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
[Instructions as to form and delivery of Warrant Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants--complete as
appropriate.]
A-9
<PAGE>
[If Registered Warrant]
Assignment
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED hereby
sells, assigns and transfers unto
Please insert social security
or other identifying number
_____________________________
/ / / /
_____________________________
(Please print name and / / / /
address including zip code) _____________________________
______________________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution
in the premises.
Dated: _________________________________
Signature
(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate and must bear
a signature guarantee of a
commercial bank, trust company or
member broker of the New York,
American, Midwest or Pacific
Stock Exchange.)
Signature Guaranteed:
_________________________________
2380X
A-10
Exhibit 4(g)
MEDIUM-TERM NOTE MASTER NOTE
October , 1994
Until it is exchanged in whole or in part for the Securities represented
hereby in definitive form, this Master Note may be transferred in whole, but not
in part, and only by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.
Johnson & Johnson (the "Issuer"), a corporation organized and existing
under the laws of the State of New Jersey, for value received, hereby promises
to pay to Cede & Co. or its registered assigns: (i) on each principal payment
date, including each amortization date, redemption date, repayment date,
maturity date, and extended maturity date, as applicable, of each obligation
identified on the records of the Issuer (which records are maintained by Harris
Trust and Savings Bank (the "Paying Agent")), the principal amount then due and
payable for each such obligation, and (ii) on each interest payment date, if
any, the interest then due and payable on the principal amount for each such
obligation. Payment shall be made by wire transfer of United States dollars to
the registered owner, or in immediately available funds or the equivalent to a
party as authorized by the registered owner and in the currency other than
United States dollars as provided for in each such obligation, by the Paying
Agent without the necessity of presentation and surrender of this Master Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH ARE INCORPORATED HEREIN BY REFERENCE. FURTHER
INFORMATION WITH RESPECT TO THE OBLIGATIONS OF THE ISSUER EVIDENCED BY THIS
MASTER NOTE IS CONTAINED IN THE PROSPECTUS, PROSPECTUS SUPPLEMENT(S) AND PRICING
SUPPLEMENT(S) PREPARED BY THE ISSUER AND ON FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION.
This Master Note is a valid and binding obligation of the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
-------------------------------
(Issuer)
<PAGE>
ATTEST:
- ----------------------- By: ---------------------------
(Signature) (Authorized Officer's Signature)
- ---------------------- -------------------------------------
(Printed Name and Title) (Printed Name and Title)
SEAL
------------------------------------
(Trustee)
By: ---------------------------
(Authorized Officer's Signature)
-------------------------------------
(Printed Name and Title)
This Master Note evidences indebtedness of the Issuer of a single Series of
Medium-Term Notes, Series C, (the "Debt Obligations"), all issued or to be
issued under and pursuant to an Indenture dated as of (September 15, 1987), as
amended (the "Indenture"), duly executed and delivered by the Issuer to Harris
Trust and Savings Bank, as trustee (the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for description of the
rights, duties, and immunities thereunder of the Trustee and the rights
thereunder of the holders of the Debt Obligations. As provided in the Indenture,
the Debt Obligations may mature at different times, may bear interest, if any,
at different rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase, or analogous funds, if any, may
be subject to different covenants and events of default, and may otherwise vary
as in the Indenture provided or permitted. The Debt Obligations aggregated with
any other indebtedness of the Issuer of this Series are limited (except as
provided in the Indenture) to the principal amount of $ designated as of
the Medium-Term Notes, Series C, of the Issuer Due From 9 Months to 30 Years
from Date of Issue. No reference herein to the Indenture and no provision of
this Master Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest, if any, on each obligation at
<PAGE>
the times, places, and rates, and in the coin or currency, identified on
the records of the Issuer. The Debt Obligations are unsecured obligations of the
Issuer and rank pari passu with all other unsecured and unsubordinated
indebtedness for borrowed money of the Issuer.
At the request of the registered owner, the Issuer shall promptly issue and
deliver one or more separate note certificates evidencing each obligation
evidenced by this Master Note. As of the date any such note certificate or
certificates are issued, the obligations which are evidenced thereby shall no
longer be evidenced by this Master Note.
=======================================================================
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfer unto ______________________________________________
(Name, Address, and Taxpayer I.D. Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably
constituting and appointing ____________________________ attorney to
transfer said Master Note on the books of the Issuer with full
power of substitution in the premises.
DATED: --------------------------
( Signature )
Signature(s) Guaranteed:
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of this Master Note, in every particular, without
alteration or enlargement or any change whatsoever.
=======================================================================
Unless this certificate is presented by an authorized representative of The
Depositary Trust Company, a New York corporation ("DTC"), to the Issuer or its
Agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
<PAGE>
Exhibit 4(h)
Under proposed United States Treasury Regulations, it is possible that Notes
that are not issued at a discount but that are issued between a record date
and the related Interest Payment Date would be issued with original issue
discount for United States Federal tax purposes, with the consequence that
holders (including cash basis holders) would be required to report interest in
respect of such Notes on a constant yield accrual basis for United States
Federal income tax purposes.
CUSIP NO. PRINCIPAL AMOUNT:
__________________
REGISTERED NO. FXR
JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C
Due from 9 Months to 30 Years from Date of Issue
(Fixed Rate)
If the registered owner of this Note (as indicated below) is The
Depository Trust Company or a nominee of The Depository Trust Company, this
Note is a Global Note and the following legend is applicable: Unless this
certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
CEDE & CO., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
The following summary of terms is subject to the information set forth on
the reverse hereof:
ISSUE PRICE: ORIGINAL ISSUE DISCOUNT NOTE:
[ ] YES [ ] NO
ORIGINAL ISSUE DATE:
MATURITY DATE: OPTION TO ELECT REPAYMENT:
<PAGE>
[ ] YEs [ ] NO
SPECIFIED CURRENCY: OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT DATES & PRICES:
From: To: Price:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY:
[ ] YES [ ] NO
AUTHORIZED DENOMINATIONS: OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
INTEREST RATE: OPTIONAL INTEREST RATE RESET DATES:
INTEREST PAYMENT DATES: OPTIONAL EXTENSIONS OF MATURITY:
[ ] YES [ ] NO
EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
TOTAL AMOUNT OF OID:
YIELD TO MATURITY: FINAL MATURITY DATE:
INITIAL ACCRUAL PERIOD OID: GLOBAL NOTE: [ ] YES [ ] NO
OPTIONAL REDEMPTION: DEPOSITARY:
[ ] YES [ ] NO
REDEMPTION DATES: EXCHANGE RATE AGENT:
REDEMPTION PRICE SCHEDULE: OTHER PROVISIONS:
From: To: Price:
JOHNSON & JOHNSON, a New Jersey corporation (herein called the "Company",
which term includes any successor person under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to ____________,
or registered assigns, the principal sum of ___________________________________
on the Maturity Date of this Note, and to pay interest thereon from
2
<PAGE>
and including the Original Issue Date shown above or from and including the
last date in respect of which interest has been paid, as the case may be.
Interest will be paid on the Interest Payment Dates shown above, commencing
with the first such Interest payment Date next succeeding the Original Issue
Date shown above (except as provided below), at the Interest Rate per annum
specified above, until the principal hereof is paid or made available for
payment, and interest shall accrue on any overdue principal and on any overdue
installment of interest (to the extent that the payment of such interest shall
be legally enforceable) at the Interest Rate per annum shown above. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in such Indenture, be paid to the person in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the record date for such interest, which shall be the
fifteenth day (whether or not a Business Day (as defined)) next preceding
such Interest Payment Date; provided, however, that interest payable at the
Maturity Date or upon earlier redemption or repayment will be payable to the
person to whom principal shall be payable. If this Note was originally issued
between a record date and an Interest Payment Date or on an Interest Payment
Date, the first payment of interest on this Note will be made on the Interest
Payment Date following the next succeeding record date to the registered owner
of this Note on such next succeeding record date. Any interest not punctually
paid or duly provided for shall be payable as provided in the Indenture.
The principal of and any premium and interest on this Note are payable by
the Company in U.S. dollars, unless otherwise specified above. If this Note is
denominated in a Specified Currency other than U.S. dollars, and if Option to
Receive Payments in Specified Currency is marked "Yes" above, then the Holder
may, by delivery of a written request to the Trustee, 111 West Monroe Street,
Chicago, Illinois 60690, or at such other address as it may designate as its
principal corporate trust office, received by the Trustee on or prior to the
applicable record date or at least 15 days prior to the Maturity Date or
earlier redemption or repayment, as the case may be, elect to receive all such
payments in the Specified Currency. Such election will remain in effect until
revoked by written notice to the Trustee, which notice must be received not
later than on or prior to the applicable record date or at least 15 days prior
to the Maturity Date or earlier redemption or repayment, as the case may be.
If bid quotations expressed in U.S. dollars of the type specified herein are
not available payments of principal and interest will be made in the
Specified Currency. If the Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, payments will be made in U.S. dollars as described on the reverse
side hereof.
If this Note is not a Global Note, payments in U.S. dollars of interest
on this Note (other than interest payable at the Maturity
3
<PAGE>
Date or upon earlier redemption or repayment) will be made by mailing a check
to the Holder at the address of the Holder appearing in the security register
kept by the Registrar on the applicable record date. Notwithstanding the
foregoing, if the Holder of this Note holds $10,000,000 or more in aggregate
principal amount of Notes (as defined on the reverse side hereof) of like
tenor and terms (or the equivalent thereof in a Specified Currency other than
U.S. dollars), the Holder shall be entitled to receive such payments in U.S.
dollars by wire transfer of immediately available funds, but only if
appropriate payment instructions have been received in writing by the Paying
Agent not less than 15 calendar days prior to the applicable Interest Payment
Date. Simultaneously with the election by the Holder to receive payments in a
Specified Currency other than U.S. dollars (by written request to the Trustee,
as provided above), the Holder shall provide appropriate payment instructions
to the Paying Agent, and all such payments will be made in immediately
available funds to an account maintained by the payee denominated in the
Specified Currency. Principal, any premium and interest payable at the
Maturity Date or upon earlier redemption or repayment in respect of this Note
will be paid in immediately available funds upon surrender of this Note
accompanied by wire transfer instructions at the office of the Paying Agent;
provided that this Note is presented to such office in time for the Paying
Agent to make such payments in such funds in accordance with its normal
procedures. If this Note is a Global Note, beneficial owners hereof will be
paid in accordance with the Depositary's and its participants' procedures in
effect from time to time.
Any payment otherwise required to be made in respect of this Note on a
date that is not a Business Day need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on such date, and no additional interest shall accrue as a result of such
delayed payment.
Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.
If the registered owner of this Note (as indicated above) is the
Depositary or a nominee of the Depositary, this Note is a Global Note and the
following legend is applicable: UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
THE SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY BE
TRANSFERRED IN WHOLE, BUT NOT IN PART, AND ONLY BY THE DEPOSITARY TO A NOMINEE
OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
In addition, if this Note is a Global Note, ownership of beneficial
interests herein will be limited to participants' in the Depositary or persons
that hold interests through such participants, and the transfer of benefical
interests herein will be effected only
4
<PAGE>
through records maintained by the Depositary (with respect to interests of
participants in the Depositary) or by participants in the Depositary or
persons that may hold interests through such participants (with respect to
persons other than participants in the Depositary).
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be valid until the certificate of authentication
hereon shall have been manually signed by or on behalf of the Trustee or an
authenticating agent under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Johnson & Johnson has caused this instrument to be
signed in its name by the facsimile signature of one of its duly authorized
officers, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated:_____________ __, 19__
JOHNSON & JOHNSON
By: ____________________________
(Corporate Seal)
Attest:
By: ________________________
Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred to
in the within-mentioned Indenture.
Harris Trust and Savings Bank, As Trustee
By: _______________________
Authorized Officer
5
<PAGE>
[Reverse of Note]
JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Note is one of a duly authorized issue of debt
securities of the Company (herein called the "Securities"), of the series
hereinafter specified, all issued or to be issued under and pursuant to an
indenture, dated as of September 15, 1987, between Johnson & Johnson (the
"Company") and Harris Trust and Savings Bank, as Trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture dated as of September 1, 1990
(as so supplemented, the "Indenture"), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes, this Note
being subject to all terms therein contained. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any,
at different rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase or analogous funds, if any, and
may otherwise vary as the Indenture provides. This Note is one of a series
designated as "Medium-Term Notes, Series C" of the Company. References herein
to "Notes" shall mean the Notes of said Series C. This Note is an unsecured
obligation of the Company and will rank pari passu with all other unsecured
and unsubordinated indebtedness for borrowed money of the Company.
Section 2. Payments. (a) Interest on this Note will be payable either
semi-annually each May 15 and November 15 or annually each July 15 (each, an
"Interest Payment Date") as specified on the face hereof and, in either case,
at the Maturity Date or upon earlier redemption or repayment.
Interest payments on each Interest Payment Date for this Note will
include accrued interest from and including the Original Issue Date or from
and including the last date in respect of which interest has been paid, as the
case may be, to, but excluding, such Interest Payment Date, except that at the
Maturity Date or upon earlier redemption or repayment the interest payments
will include accrued interest from and including the Original Issue Date, or
from and including the last date in respect of which interest has been paid,
as the case may be, to, but excluding, the Maturity Date or the date of
redemption or repayment, as applicable.
(b) The principal of and any premium and interest on this Note are
payable by the Company in U.S. dollars, unless otherwise specified on the
face hereof. If the Specified Currency shown on the face hereof is other than
U.S. dollars and if the Holder has not made the election described in
paragraph (c) below, payment in
6
<PAGE>
respect of this Note shall be made in U.S. dollars based upon the exchange
rate as determined by the Exchange Rate Agent based on the highest firm bid
quotation expressed in U.S. dollars received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers in The City of New York selected by the Exchange Rate Agent and
approved by the Company (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable to all Holders of Notes
denominated in such Specified Currency who will receive payment in U.S.
dollars on such payment date. If no such bid quotations are available,
payments will be made in the Specified Currency, unless such Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in paragraph (d) below. All currency exchange costs associated
with any payment in U.S. dollars on this Note shall be borne by the Holder
hereof by deductions from such payments.
(c) If the Specified Currency for this Note is other than U.S. dollars,
the Exchange Rate Agent will, unless otherwise specified on the face hereof,
determine the exchange rate for converting all payments in respect of this
Note into U.S. dollars in the manner described in paragraph (b) above and
perform such conversion on behalf of the Company. Notwithstanding the
foregoing, if this Note is denominated in a Specified Currency other than U.S.
dollars and if Option to Receive Payments in Specified Currency is marked
"Yes" on the face hereof, the Holder of this Note may elect to receive all
such payments in the Specified Currency by delivery of a written request to
the Trustee, which must be received by the Trustee on or prior to the
applicable record date or at least 15 calendar days prior to the Maturity Date
or earlier redemption or repayment, as the case may be. Such election shall
remain in effect unless and until changed by written notice to the Trustee,
but the Trustee must receive written notice of any such change on or prior to
the applicable record date or at least 15 calendar days prior to the Maturity
Date or earlier redemption or repayment, as the case may be.
(d) Except as set forth below, if payment of this Note is required to be
made in a Specified Currency other than U.S. dollars and on a payment date
with respect to this Note such currency or
7
<PAGE>
currency unit is unavailable due to the imposition of exchange controls or
other circumstances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or currency unit or for the
settlement of transactions by public institutions of or within the
international banking community, then all such payments due hereunder on such
payment date shall be made in U.S. dollars. The amount so payable on any
payment date in such foreign currency or currency unit shall be converted into
U.S. dollars at a rate determined by the Exchange Rate Agent as of the second
Business Day prior to the date on which such payment is due on the basis of
the most recently available noon buying rate for cable transfers in The City
of New York as determined by the Federal Reserve Bank of New York (the "Market
Exchange Rate"), or as otherwise specified on the face hereof. Any payment
made under such circumstances in U.S. dollars where the required payment is
in Specified Currency other than U.S. dollars will not constitute an Event of
Default under the Indenture.
If payment on this Note is required to be made in European Currency Units
("ECU") and on a payment date with respect to this Note ECU are unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, or are no longer used in the European Monetary System, then
all such payments due hereunder on such payment date shall be made in U.S.
dollars. The amount so payable on any payment date in ECU shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis: The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were Components of the ECU as
of the last date on which ECU were used in the European Monetary System. The
equivalent of ECU in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of
the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate for the Components, or as
otherwise indicated on the face hereof.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the amounts
of those currencies as Components shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a
Component shall be replaced by amounts of such two or more currencies, each of
which shall have a value on the date of division equal to the amount of the
former component currency divided by the number of currencies into which that
currency was divided.
8
<PAGE>
All determinations in respect of this Note made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent expressly provided
herein or on the face hereof that any determination is subject to approval by
the Company) and, in the absence of manifest error, shall be conclusive for
all purposes and binding on the Holder of this Note and the Company, and the
Exchange Rate Agent shall have no liability therefor.
If this Note is denominated in a Specified Currency other than the U.S.
dollar, in the event of an official redenomination of such Specified Currency,
the obligations of the Company with respect to payments on this Note shall be
deemed immediately following such redenomination to provide for payment of
that amount of the redenominated Specified Currency representing the amount of
such obligations immediately before such redenomination.
(e) All percentages resulting from any calculations under this Note will
be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward) and all currency or currency unit amounts used in or resulting from
any such calculation in respect of this Note will be rounded to the nearest
one-hundredth of a unit (with five one-thousandths of a unit being rounded
upward).
(f) Until this Note is paid or payment thereof is duly provided for, the
Company will, at all times, maintain a Paying Agent in The City of New York
capable of performing the duties described herein to be performed by the
Paying Agent. Initially, Harris Trust and Savings Bank, 111 West Monroe
Street, P.O. Box 755, Chicago, Illinois 60690, will act as a Paying Agent and
Registrar. Harris Trust Company of New York, 77 Water Street, New York, New
York 10005, will act as a Paying Agent and co-registrar. The Company may
change any Paying Agent, Registrar or co-registrar without notice. The Company
may act in any such capacity.
Section 3. Redemption. If so specified on the face hereof, the Company
may at its option redeem this Note in whole or from time to time in part on
the date or dates designated as Redemption Dates on the face hereof at prices
declining from a specified premium, if any, to par together with accrued
interest to the date of redemption. The Company may exercise such option by
mailing or causing the Trustee to mail a notice of such redemption at least 30
but not more than 60 days prior to the date of redemption. In the event of
redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Notes having the same terms
(except as to principal amount and date of issuance) as this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the
9
<PAGE>
Trustee shall deem fair and appropriate and otherwise as provided under the
Indenture.
Section 4. Repayment. If so specified on the face hereof, this Note will
be repayable prior to the Maturity Date at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at the Optional Repayment
Prices shown on the face hereof together with accrued interest to the date of
repayment. In order for this Note to be repaid, the Paying Agent must receive
at least 30 but not more than 45 days prior to an Optional Repayment Date (a)
appropriate wire instructions and (b) either (i) this Note with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America setting forth
the name of the Holder of this Note, the principal amount of this Note, the
portion of the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note with the form below entitled "Option to Elect Repayment" duly
completed will be received by the Paying Agent not later than five Business
Days after the date of such telegram, telex, facsimile transmission or letter.
If the procedure described in clause (ii) of the preceding sentence is
followed, this Note with such form duly completed must be received by the
Paying Agent by such fifth Business Day. Any tender of this Note for
repayment shall be irrevocable. The repayment option may be exercised by the
Holder of this Note for less than the entire principal amount of the Note
provided that the principal amount of the Note remaining outstanding after
repayment is an authorized denomination. Upon such partial repayment this Note
shall be cancelled and a new Note or Notes for the remaining principal amount
hereof shall be issued in the name of the Holder of this Note. After exercise
of the repayment option, no transfer or exchange of this Note (or, if this
Note is to be repaid in part, the portion hereof to be repaid) will be
permitted. All questions as to the validity, eligibility (including time of
receipt) and acceptance of this Note for repayment will be determined by the
Company, whose determination will be final, binding and non-appealable.
Section 5. Optional Interest Reset. If so specified on the face hereof,
the interest rate on this Note may be reset by the Company on the Optional
Interest Rate Reset Dates specified on the face hereof (each an "Optional
Reset Date"). Not later than 40 days prior to each Optional Reset Date, the
Trustee will mail to the Holder of this Note a notice (the "Reset Notice"),
first class postage prepaid, indicating whether the Company has elected to
reset the interest rate, and if so (i) such new interest rate and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Maturity Date of this Note
10
<PAGE>
(each such period a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at
which such redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period commencing on such Optional Reset Date by mailing
or causing the Trustee to mail notice of such higher interest rate, first
class postage prepaid, to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the interest rate is reset on an
Optional Reset Date will bear such higher interest rate.
If the Company resets the interest rate on this Note, the Holder of this
Note, if indicated on the face hereof, will have the option to elect repayment
of this Note by the Company on each Optional Reset Date at a price equal to
the principal amount hereof plus interest accrued to such Optional Reset Date.
In order to obtain repayment on an Optional Reset Date, the Holder must follow
the procedures set forth above for optional repayment except that the period
for delivery of notification to the Trustee shall be at least 25 but not more
than 35 days prior to such Optional Reset Date and except that, if the Holder
has tendered this Note for repayment pursuant to the Reset Notice, the Holder
may, by written notice to the Trustee, revoke such tender for repayment until
the close of business on the tenth day before such Optional Reset Date.
Section 6. Optional Extension of Maturity. If so specified on the face
hereof, the Maturity Date of this Note may be extended at the option of the
Company for the number of whole year periods specified on the face hereof
(each an "Extension Period") up to but not beyond the Final Maturity Date set
forth on the face hereof. If the Company exercises such option, the Company or
the Trustee will mail to the Holder of this Note not later than 40 days prior
to the Maturity Date of this Note in effect prior to the exercise of such
option (the "Original Maturity Date") a notice (the "Extension Notice"), first
class, postage prepaid, indicating (i) the election of the Company to extend
the Maturity Date, (ii) the new Maturity Date, (iii) the interest rate
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the mailing of the Extension
Notice, the Maturity Date of this Note shall be extended automatically and,
except as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the mailing of such
Notice.
Notwithstanding the foregoing not later than 20 days before the Original
Maturity Date of this Note the Company may, at its option, revoke the interest
rate provided for in the Extension Notice and establish a higher interest rate
for the Extension Period by mailing
11
<PAGE>
or causing the Trustee to mail notice of such higher interest rate, first
class, postage prepaid, to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended
will bear such higher interest rate for the Extension Period.
If the Company extends the Maturity Date of this Note, the Holder, if
indicated on the face hereof, will have the option to elect repayment of this
Note by the Company on the Original Maturity Date at a price equal to the
principal amount hereof, plus interest accrued to such date. In order to
obtain repayment on the Original Maturity Date once the Company has extended
the Maturity Date hereof, the Holder must follow the procedures set forth
above for optional repayment except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Maturity Date and except that, if the Holder has
tendered this Note for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until
the close of business on the tenth day before the Original Maturity Date.
Section 7. Sinking Fund. This Note will not be subject to any sinking
fund.
Section 8. Original Issue Discount Notes. Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note, the amount
payable in the event of redemption or repayment, or declaration of
acceleration following an Event of Default, prior to the Maturity Date hereof
in lieu of the principal amount due at the Maturity Date hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the date of
repayment, or the date of declaration of acceleration, as the case may be. The
"Amortized Face Amount" of this Note shall be the amount equal to (a) the
Issue Price (as set forth on the face hereof) plus (b) that portion of the
difference, if any, between the Issue Price and the principal amount hereof
that has accrued at the Yield to Maturity (as set forth on the face hereof)
(computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Note
exceed its principal amount.
Section 9. Events of Default. An Event of Default is: default for 30
days in payment of interest on the Securities of this series; default in
payment of principal on them; failure by the Company for 90 days after notice
to it to comply with any of its other agreements in the Indenture or this
Note; and certain events of bankruptcy or insolvency. If an Event of Default
occurs and is continuing, the Trustee or the holders of at least 25% in
principal amount of the Securities of this series may declare all the
Securities of this series to be due and payable immediately.
12
<PAGE>
Section 10. Amendments and Waivers. Subject to certain exceptions,
provisions of the Indenture or this Note may be amended with the consent of
the holders of a majority in principal amount of the Securities at the time
outstanding of each series to be affected, and any existing default with
respect to this series may be waived with the consent of the holders of a
majority in principal amount of the Securities of this series. Without the
consent of any holder, the Indenture or this Note may be amended to cure any
ambiguity, defect or inconsistency, to provide for assumption of Company
obligations to the Holder or to make any change that does not adversely affect
the rights of the Holder of this Note.
Section 11. Authorized Denominations. The Securities of this series are
issuable in registered form without coupons in the minimum denomination of
$1,000 and in any larger amount that is an integral multiple of $1,000. If
this Note is denominated in a Specified Currency other than U.S. dollars, then
the Authorized Denominations are shown on the face hereof.
Section 12. Exchanqe and Reqistration of Transfer. Upon due presentment
for exchange or registration of transfer of this Note at the office or agency
of the Registrar, one or more new Notes of authorized denominations, for an
equal aggregate principal amount, will be issued to the transferee in exchange
therefor subject to the limitations provided in the Indenture. Under certain
circumstances, as described in the Indenture, the Company may charge a fee for
any registration of transfer or exchange. The Company may require payment of a
sum sufficient to cover any tax or other governmental charge imposed in
connection therewith. The Registrar need not exchange or register the transfer
of this Note (or portion hereof) if it has been selected for redemption. Also,
the Registrar need not exchange or register the transfer of this Note for a
period of 15 days before the mailing of a notice of redemption.
If this Note is a Global Note (as specified on the face hereof), this
Note is exchangeable only if (x) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for this Note or if at any
time the Depositary ceases to be in good standing under the Securities
Exchange Act of 1934, as amended, and the Company does not appoint a successor
Depositary within 90 days after the Company receives such notice or becomes
aware that such Depositary is no longer in good standing, or (y) the Company
in its sole discretion determines that this Note shall be exchanged for
certificated Notes in definitive form, provided that the definitive Notes so
issued in exchange for this Note shall be in authorized denominations and be
of like aggregate principal amount and tenor and terms as the portion of this
Note to be exchanged. Except as provided above, owners of beneficial interests
in this Note (if a Global Note) will not be entitled to have this Note or
Notes represented by this Note registered in their names or receive physical
delivery of Notes in definitive form and will not be considered the Holders
hereof for any purpose under the Indenture.
13
<PAGE>
Section 13. Owners. Prior to due presentment for registration of transfer
of this Note, the Company, the Trustee, any Paying Agent and the registrar may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon) for all purposes, and none of the Company,
the Trustee or any Paying Agent or any registrar shall be affected by any
notice to the contrary.
Section 14. No Recourse Aqainst Certain Persons. A stockholder, officer,
director or employee, as such, past, present or future, of the Company or any
successor corporation, shall not have any liability for any obligation of the
Company under the Indenture or this Note or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting this Note,
the Holder hereby waives and releases all such liability. Such waiver and
release are part of the consideration for the issue of this Note.
Section 15. Business Day. "Business Day" means any day, other than a
Saturday or Sunday, that meets each of the following applicable requirements:
the day is (i) not a day on which banking institutions are authorized or
required by law or regulation to be closed in The City of New York and (ii) if
this Note is denominated in a Specified Currency other than U.S. dollars (a)
not a day on which banking institutions are authorized or required by law or
regulation to close in the principal financial center of the country issuing
such Specified Currency (which in the case of ECU shall be Luxembourg and
London) and (b) a day on which banking institutions in such financial center
are carrying out transactions in such Specified Currency.
Section 16. Definitions. All terms used in this Note which are not
defined herein but are defined in the Indenture shall have the meanings
assigned to them therein.
Section 17. Governinq Law. This Note shall be governed by and construed
in accordance with the laws of the State of New York.
The Company will furnish a copy of the Indenture to any Holder upon written
request and without charge. Requests may be made to: Treasurer, Johnson &
Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933.
14
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof
plus interest accrued to the Optional Repayment Date, if this Note is to be
repaid pursuant to Section 4 of this Note, or (ii) 100% of the principal
amount of this Note plus interest accrued to the Optional Reset Date, if this
Note is to be repaid pursuant to Section 5 hereof, or to the Original Maturity
Date, if this Note is to be repaid pursuant to Section 6 hereof.
Dated: _____________________________ _________________________________________
Signature
Sign exactly as name appears on the
front of this Note [SIGNATURE
GUARANTEE - required only if Notes are
to be issued and delivered to
other than the registered holder]
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Notes if to be issued
than the principal amount of otherwise than to registered
this Note (principal amount holder:
remaining must be an authorized
denomination)
$ _________________________________ Name: _______________________________
Address: ____________________________
____________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER
_____________________________________
15
<PAGE>
_____________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT -
...............Custodian...............
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also
be used though not in the above list.
_____________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________
_____________________________________
____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: __________________________________
Signature
16
<PAGE>
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
17
Exhibit 4(i)
Under proposed United States Treasury Regulations, it is possible that Notes
that are not issued at a discount but that are issued between a record date and
the related Interest Payment Date would be issued with original issue discount
for United States Federal tax purposes, with the consequence that holders
(including cash basis holders) would be required to report interest in respect
of such Notes on a constant yield accrual basis for United States Federal income
tax purposes.
CUSIP NO. PRINCIPAL AMOUNT:
REGISTERED NO. FLR
------------------------
JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C
Due from 9 Months to 30 Years from Date of Issue
( Floating Rate)
If the registered owner of this Note (as indicated below) is The Depository
Trust Company or a nominee of The Depository Trust Company, this Note is a
Global Note and the following legend is applicable: Unless this certificate is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of CEDE & CO., or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an
interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) BELOW WILL BE
COMPLETED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
The following summary of terms is subject to the information set forth
on the reverse hereof:
1
<PAGE>
ISSUE PRICE: REDEMPTION PRICE SCHEDULE AND DATES:
From: To: Price:
---- -- -----
ORIGINAL ISSUE DATE:
MATURITY DATE: ORIGINAL ISSUE DISCOUNT NOTE:[ ] YES [ ]NO
BASE RATE: TOTAL AMOUNT OF OID
INITIAL INTEREST RATE: YIELD TO MATURITY:
INDEX MATURITY: INITIAL ACCRUAL PERIOD OID:
SPREAD (PLUS OR MINUS): OPTION TO ELECT REPAYMENT: [ ] YES [ ] NO
SPREAD MULTIPLIER: OPTIONAL REPAYMENT DATES:
OPTIONAL REPAYMENT DATES AND PRICES:
From: To: Price:
---- -- -----
AUTHORIZED DENOMINATIONS:
CALCULATION AGENT:
MAXIMUM INTEREST RATE: OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
MINIMUM INTEREST RATE: OPTIONAL INTEREST RATE RESET DATES:
INTEREST RESET PERIOD: OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO
INTEREST RESET DATES: LENGTH OF EXTENSION PERIOD:
INTEREST PAYMENT PERIOD: NUMBER OF EXTENSION PERIODS:
INTEREST PAYMENT DATES: FINAL MATURITY DATE:
GLOBAL NOTE: [ ] YES [ ] NO
SPECIFIED CURRENCY: DEPOSITARY:
OPTION TO RECEIVE EXCHANGE RATE AGENT:
PAYMENTS IN
SPECIFIED CURRENCY OTHER PROVISIONS:
[ ] YES [ ] NO
OPTIONAL REDEMPTION:
[ ] YES [ ] NO
REDEMPTION DATES:
2
<PAGE>
JOHNSON & JOHNSON, a New Jersey corporation (herein called the "Company",
which term includes any successor person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _______________,
or registered assigns, the principal sum of ____________________ on the
Maturity Date of this Note, and to pay interest thereon from and including the
Original Issue Date shown above or from and including the last date in respect
of which interest has been paid, as the case may be; provided, however, that if
this Note has a daily or weekly Interest Reset Period, as shown above, such
interest will be paid from and including the Original Issue Date shown above or
from and including the day following the most recent record date to which
interest has been paid, as the case may be. Interest will be paid on the
Interest Payment Dates shown above, commencing with the first such Interest
Payment Date next succeeding the Original Issue Date shown above (except as
provided below), at the rate per annum determined in accordance with the
provisions on the reverse hereof, depending on the Base Rate specified above and
the Spread, if any, or Spread Multiplier, if any, until the principal hereof is
paid or made available for payment, and interest shall accrue on any overdue
principal and on any overdue installment of interest (to the extent that the
payment of such interest shall be legally enforceable) at the rate per annum in
effect at the time such principal or installment of interest, as the case may
be, was due and payable. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in such Indenture,
be paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the record date for such interest,
which shall be the fifteenth day (whether or not a Business Day (as defined))
next preceding such Interest Payment Date; provided, however, that interest
payable at the Maturity Date or upon earlier redemption or repayment will be
payable to the person to whom principal shall be payable. If this Note was
originally issued between a record date and an Interest Payment Date or on an
Interest Payment Date, the first payment of interest on this Note will be made
on the Interest Payment Date following the next succeeding record date to the
registered owner of this Note on such next succeeding record date. Any interest
not punctually paid or duly provided for shall be payable as provided in the
Indenture.
The principal of and any premium and interest on each Note are payable by
the Company in U.S. dollars, unless otherwise specified above. If this Note is
denominated in a Specified Currency other than U.S. dollars, and if Option to
Receive Payments in Specified Currency is marked "Yes" above, then the Holder
may, by delivery of a written request to the Trustee, 111 West Monroe Street,
Chicago, Illinois 60690, or at such other address as it may designate as its
principal corporate trust office, received by the Trustee on or prior to the
applicable record date or at least 15 days prior to the Maturity Date or earlier
redemption or repayment, as the case may be, elect to receive all such payments
in the Specified Currency.
3
<PAGE>
Such election will remain in effect until revoked by written notice to the
Trustee, which notice must be received not later than on or prior to the
applicable record date or at least 15 days prior to the Maturity Date or earlier
redemption or repayment, as the case may be. If bid quotations expressed in U.S.
dollars of the type specified herein are not available, payments of principal
and interest will be made in the Specified Currency. If the Specified Currency
is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, payments will be made in U.S.
dollars as described on the reverse side hereof.
If this Note is not a Global Note, payments in U.S. dollars of interest on
this Note (other than interest payable at the Maturity Date or upon earlier
redemption or repayment) will be made by mailing a check to the Holder at the
address of the Holder appearing in the security register kept by the
Registrar.on the applicable record date. Notwithstanding the foregoing, if the
Holder of this Note holds $10,000,000 or more in aggregate principal amount of
Notes (as defined on the reverse side hereof) of like tenor and terms (or the
equivalent thereof in a Specified Currency other than U.S. dollars), the Holder
shall be entitled to receive such payments in U.S. dollars by wire transfer of
immediately available funds, but only if appropriate payment instructions have
been received in writing by the Paying Agent not less than 15 calendar days
prior to the applicable Interest Payment Date. Simultaneously with the election
by the Holder to receive payments in a Specified Currency other than U.S.
dollars (by written request to the Trustee, as provided above), the Holder shall
provide appropriate payment instructions to the Paying Agent, and all such
payments will be made in immediately available funds to an account maintained by
the payee denominated in the Specified Currency. Principal, any premium and
interest payable at the Maturity Date or upon earlier redemption or repayment in
respect of this Note will be paid in immediately available funds upon. surrender
of this Note accompanied by wire transfer instructions at the office of the
Paying Agent; provided that this Note is presented to such office in time for
the Paying Agent to make such payments in such funds in accordance with its
normal procedures. If this Note is a Global Note, beneficial owners hereof will
be paid in accordance with the Depositary,s and its participants, procedures in
effect from time to time.
Any payment otherwise required to be made in respect of this Note on a date
that is not a Business Day need not be made on such date, but may be made,
except as provided below with respect to LIBOR Notes, on the next succeeding
Business Day with the same force and effect as if made on such date, and no
additional interest shall accrue as a result of such delayed payment.
If the registered owner of this Note (as indicated above) is the Depositary
or a nominee of the Depositary, this Note is a Global Note and the following
legend is applicable: UNTIL IT IS EXCHANGED
4
<PAGE>
IN WHOLE OR IN PART FOR THE SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM,
THIS GLOBAL NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, AND ONLY BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
In addition, if this Note is a Global Note, ownership of beneficial
interests herein will be limited to participants in the Depositary or persons
that hold interests through such participants, and the transfer of beneficial
interests herein will be effected only through records maintained by the
Depositary (with respect to interests of participants in the Depositary) or by
participants in the Depositary or persons that may hold interests through such
participants' (with respect to persons other than participants in the
Depositary).
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as though fully set forth at this place.
This Note shall not be valid until the certificate of authentication hereon
shall have been manually signed by or on behalf of the Trustee or an
authenticating agent under the Indenture referred to on the reverse hereof.
5
<PAGE>
IN WITNESS WHEREOF, Johnson & Johnson has caused this instrument to be
signed in its name by the facsimile signature of one of its duly authorized
officers, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated:
JOHNSON & JOHNSON
By:___________________________
(Corporate Seal)
Attest:
By:_________________________
Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
Harris Trust and Savings Bank, As Trustee
By: __________________________
Authorized Officer
6
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[Reverse of Note]
JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Note is one of a duly authorized issue of debt
securities of the Company (herein called the "Securities"), of the series
hereinafter specified, all issued or to be issued under and pursuant to an
indenture, dated as of September 15, 1987, between Johnson & Johnson (the
"Company") and Harris Trust and Savings Bank, as Trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture dated as of September 1, 1990 (as
so supplemented, the "Indenture"), to which Indenture and all other indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes, this Note being subject to
all terms therein contained. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, and may otherwise vary as the
Indenture provides. This Note is one of a series designated as "Medium-Term
Notes, Series C" of the Company. References herein to "Notes" shall mean the
Notes of said Series C. This Note is an unsecured obligation of the Company and
will rank pari passu with all other unsecured and unsubordinated indebtedness
for borrowed money of the Company.
Section 2. Payments. (a) Interest on this Note will be payable monthly,
quarterly, semiannually, annually or otherwise (the "Interest Payment Period")
as shown on the face hereof. Except as provided below or on the face hereof, the
date or dates on which interest will be payable (each an "Interest Payment
Date") will be, if this Note has a monthly Interest Payment Period, the third
Wednesday of each month; if this Note has a quarterly Interest Payment Period,
the third Wednesday of March, June, September and December; if this Note has a
semiannual Interest Payment Period, the third Wednesday of each of the two
months specified on the face hereof; and if this Note has an annual Interest
Payment Period, the third Wednesday of the month specified on the face hereof.
Unless otherwise specified on the face hereof, if any Interest Payment Date for
this Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a Business Day except
that, if the Base Rate indicated on the face of this Note is LIBOR and if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding Business Day. If the Maturity Date (or
date of redemption or repayment) of this Note would otherwise be a day that is
not a Business Day, the payment of interest and principal (and premium, if any)
shall be postponed to the next day that is a Business Day, and
7
<PAGE>
no interest on such payment will accrue for the period from and after the
Maturity Date (or the date of redemption or repayment).
The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semiannually, annually or otherwise (such period being the "Interest
Reset Period" and the first day of each Interest Reset Period being an "Interest
Reset Date"), as specified on the face hereof. Unless otherwise specified on the
face hereof, the Interest Reset Date will be, if the rate of interest on this
Note resets daily, each Business Day; if the rate of interest on this Note
(other than if the Base Rate indicated on the face of this Note is the Treasury
Rate) resets weekly, Wednesday of each week; if the Base Rate indicated on the
face of this Note is the Treasury Rate and the rate of interest on this Note
resets weekly, Tuesday of each week (except as provided below); if the rate of
interest on this Note resets monthly, the third Wednesday of each month; and in
the case of all other Notes, the first day of each Interest Payment Period.
Unless otherwise specified on the face hereof, if the rate of interest on this
Note resets daily or weekly, if any Interest Reset Date for this Note would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day. If the Base Rate indicated on the
face of this Note is the Treasury Rate and if an auction of Treasury bills falls
on a day that is an Interest Reset Date for this Note, the Interest Reset Date
shall be the following day that is a Business Day. Unless otherwise specified on
the face hereof, if this Note resets daily or weekly, the Interest Reset Period
shall be from and including the Original Issue Date or from and including the
last date in respect of which interest has been paid, as the case may be, to,
and including, the record date for payment of interest (the "Record Date")
immediately preceding the applicable Interest Payment Date, and the interest
rate for each day following the Record Date to, but excluding the Interest
Payment Date, shall be the rate in effect on such Record Date.
(b) The principal of and any premium and interest on this Note are payable
by the Company in U.S. dollars, unless otherwise specified on the face hereof.
If the Specified Currency shown on the face hereof is other than U.S. dollars
and if the Holder has not made the election described in paragraph (c) below,
payment in respect of this Note shall be made in U.S. dollars based upon the
exchange rate as determined by the Exchange Rate Agent based on the highest firm
bid quotation expressed in U.S. dollars received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers in The City of New York selected by the Exchange Rate Agent and approved
by the Company (one of which may be the Exchange Rate Agent) for the purchase by
the quoting dealer, for settlement on such payment date, of the aggregate amount
of the Specified Currency payable to all Holders of Notes denominated in such
Specified Currency who will receive pavement in U.S. dollars on such payment
date. If no such bid
8
<PAGE>
quotations are available, payments will be made in the Specified Currency,
unless such Specified Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Company's control, in which case
payment will be made as described in paragraph (d) below. All currency exchange
costs associated with any payment in U.S. dollars on this Note shall be borne by
the Holder hereof by deductions from such payments.
(c) If the Specified Currency for this Note is other than U.S. dollars, the
Exchange Rate Agent will, unless otherwise specified on the face hereof,
determine the exchange rate for converting all payments in respect of this Note
into U.S. dollars in the manner described in paragraph (b) above and perform
such conversion on behalf of the Company. Notwithstanding the foregoing, if this
Note is denominated in a Specified Currency other than U.S. dollars and if
Option to Receive Payments in Specified Currency is marked "Yes" on the face
hereof, the Holder of this Note may elect to receive all such payments in the
Specified Currency by delivery of a written request to the Trustee, which must
be received by the Trustee on or prior to the applicable record date or at least
15 calendar days prior to the Maturity Date or earlier redemption or repayment,
as the case may be. Such election shall remain in effect unless and until
changed by written notice to the Trustee, but the Trustee must receive written
notice of any such change on or prior to the applicable record date or at least
15 calendar days prior to the Maturity Date or earlier redemption or repayment,
as the case may be.
(d) Except as set forth below, if payment of this Note is required to be
made in a Specified Currency other than U.S. dollars and on a payment date with
respect to this Note such currency or currency unit is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control, or is no longer used by the government of the country issuing such
currency or currency. unit or for the settlement of transactions by public
institutions of or within the international banking community, then all such
payments due hereunder on such payment date shall be made in U.S. dollars. The
amount so payable on any payment date in such foreign currency or currency unit
shall be converted into U.S. dollars at a rate determined by the Exchange Rate
Agent as of the second Business Day prior to the date on which such payment is
due on the basis of the most recently available noon buying rate for cable
transfers in The City of New York as determined by the Federal Reserve Bank of
New York (the "Market Exchange Rate"), or as otherwise specified on the face
hereof. Any payment made under such circumstances in U.S. dollars where the
required payment is in Specified Currency other than U.S. dollars will not
constitute an Event of Default under the Indenture.
If payment on this Note is required to be made in European Currency Units
("ECU") and on a payment date with respect to this Note ECU are unavailable due
to the imposition of exchange controls
9
<PAGE>
or other circumstances beyond the Company's control, or are no longer used in
the European Monetary System, then all such payments due hereunder on such
payment date shall be made in U.S. dollars. The amount so payable on any
payment date in ECU shall be converted into U.S. dollars at a rate determined by
the Exchange Rate Agent as of the second Business Day prior to the date on which
such payment is due on the following basis: The component currencies of the ECU
for this purpose (the "Components") shall be the currency amounts that were
Components of the ECU as of the last date on which ECU were used in the European
Monetary System. The equivalent of ECU in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Components. The U.S. dollar
equivalent of each the Components shall be determined by the Exchange Rate Agent
on the basis of the most recently available Market Exchange Rate for the
Components, or as otherwise indicated on the face hereof.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a Component shall be replaced
by amounts of such two or more currencies, each of which shall have a value on
the date of division equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.
All determinations in respect of this Note made by the Exchange Rate Agent
shall be at its sole discretion (except to the extent expressly provided herein
or on the face hereof that any determination is subject to approval by the
Company) and, in the absence of manifest error, shall be conclusive for all
purposes and binding on the Holder of this Note and the Company, and the
Exchange Rate Agent shall have no liability therefor.
If this Note is denominated in a Specified Currency other than the U.S.
dollar, in the event of an official redenomination of such Specified Currency,
the obligations of the Company with respect to payments on this Note shall be
deemed immediately following such redenomination to provide for payment of that
amount of the redenominated Specified Currency representing the amount of such
obligations immediately before such redenomination.
(e) Interest payments on each Interest Payment Date for this Note will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date. Interest payments for
this Note will include
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<PAGE>
accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date immediately preceding the
applicable Interest Payment Date, except that at the Maturity Date the interest
payments will include accrued interest from and including the Original Issue
Date, or from and including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, the Maturity Date.
Accrued interest shall be calculated by multiplying the principal amount of
this Note by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factors calculated for each day in the period
for which accrued interest is being calculated. Unless otherwise specified on
the face hereof, the interest factor (expressed as a decimal) for each such day
is computed by dividing the interest rate applicable to such day by 360, if the
Base Rate indicated on the face hereof is the Commercial Paper Rate, LIBOR,
Treasury Rate, CD Rate, Federal Funds Rate, or Prime Rate or by the actual
number of days in the year, if the Base Rate indicated on the face hereof is the
Treasury Rate. The interest rate applicable to any date that is an Interest
Reset Date is the interest rate with respect to the Commercial Paper
Determination Date, LIBOR Determination Date, Treasury Rate Determination Date,
CD Rate Determination Date, Federal Funds Rate Determination Date or Prime Rate
Determination Date, as applicable (each as described below), for such Interest
Reset Date. The interest rate applicable to any other day is the interest rate
with respect to such applicable Determination Date for the next preceding
Interest Reset Date (or, if none, the Initial Interest Rate, as described
below). Notwithstanding the foregoing, (i) the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof; (ii) the interest rate hereon
shall in no event be higher than the maximum interest rate permitted by New York
law as the same may be modified by United States law of general application; and
(iii) the interest rate in effect for the 10 (ten) calendar days immediately
prior to the Maturity Date will be that in effect on the tenth calendar day
preceding such Maturity Date.
(f) The interest rate in effect with respect to this Note from the Original
Issue Date to the first Interest Reset Date (the "Initial Interest Rate") will
be specified on the face hereof. The interest rate for each subsequent Interest
Reset Date will be determined by the Calculation Agent (as defined) as follows:
Determination of Commercial Paper Rate. If the Base Rate is the
Commercial Paper Rate as indicated on the face hereof, the "Commercial
Paper Rate" for each Interest Reset Date will be determined by the
Calculation Agent as of such Interest Reset Date (a "Commercial Paper
Determination Date") and shall be the Money Market Yield (as defined below)
of the rate on such date for commercial paper having
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<PAGE>
the Index Maturity as indicated on the face hereof, as such rate shall be
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H. 15(519), Selected Interest Rates" ("H.15(519)"), or any
successor publication, under the heading "Commercial Paper." In the event that
such rate is not published prior to 9:00 A.M., New York City time, on the
Calculation Date (as defined below), then the Commercial Paper Rate shall be the
Money Market Yield of the rate on such Commercial Paper Determination Date for
commercial paper of the specified Index Maturity as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under the
heading "Commercial Paper." If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet published, then the Commercial Paper Rate
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such Commercial Paper Determination Date
of three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the specified Index Maturity,
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the rate of interest in effect for the
applicable period will be the rate of interest in effect on the Business Day
immediately preceding such Commercial Paper Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D X 360 X 100
---------
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number days in the interest period for which interest is being calculated.
The interest rate for each such Interest Reset Date shall be the Commercial
Paper Rate applicable to such Interest Reset Date plus or minus the Spread or
multiplied by the Spread Multiplier, as indicated on the face hereof; however,
the interest rate in effect for the period from the Original Issue Date to the
first Interest Reset Date will be the Initial Interest Rate and the interest
rate in effect for the 10 calendar days immediately prior to the
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<PAGE>
Maturity Date or earlier redemption or repayment will be that in effect on
the tenth calendar day preceding such Maturity Date or earlier redemption or
repayment. The "Calculation Date" pertaining to a Commercial Paper Determination
Date shall be the tenth calendar Day after such Commercial Paper Determination
Date, or if such day is not a Business Day, the next succeeding Business Day.
Determination of LIBOR. If the Base Rate is LIBOR as indicated on the face
hereof, "LIBOR" for each such Interest Reset Date will be determined as follows:
(i) On the second London Banking Day prior to the Interest Reset Date
(a "LIBOR Determination Date"), the Calculation Agent will determine the
arithmetic mean of the offered rates for deposits in United States dollar
commencing on such Interest Reset Date having the Index Maturity shown on
the face of this Note which appear on the Reuters Screen LIBO Page at
approximately 11:00 a.m., London time, on such LIBOR Determination Date.
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on
the Reuters Monitor Money Rates Service (or such other page as may replace
the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks).
(ii) If fewer than two offered rates appear on the Reuters Screen
LIBOR Page, the Calculation Agent will request the principal London offices
of each of four major banks in the London interbank market, as selected by
the Calculation Agent, to provide the Calculation Agent with its offered
quotations (pound)or deposits in United States dollars commencing on such
Interest Reset Date for the period of the Index Maturity to prime banks in
the London interbank market at approximately 11:00 A.M., London time, on
such LIBOR Determination Date and in a principal amount equal to an amount
of not less than U.S. $1 million that is representative of a single
transaction in such market at such time. If at least two such quotations
are provided, LIBOR will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR in respect of that LIBOR
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York City time, on such LIBOR Determination
Date by three major banks in The City of New York selected by the
Calculation Agent for loans in U.S. dollars to
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<PAGE>
leading European banks having the Index Maturity commencing on the second
London Banking Day immediately following that LIBOR Determination Date and
in a principal amount equal to an amount of not less than $1,000,000 that
is representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, LIBOR
will be the rate of LIBOR in effect on such LIBOR Determination Date.
The interest rate for each such Interest Reset Date shall be LIBOR plus or
minus the Spread or multiplied by the Spread Multiplier as indicated on the
face hereof; provided, however, the interest rate in effect for the period
from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the 10 calendar
days immediately prior to the Maturity Date or earlier redemption or
repayment will be that in effect on the tenth calendar day preceding such
Maturity Date or earlier redemption or repayment.
Determination of Treasury Rate. If the Base Rate is the Treasury Rate as
indicated on the face hereof, the "Treasury Rate" with respect to any
Treasury Rate Determination Date shall be the rate for the auction held on
such Treasury Rate Determination Date of direct obligations of the United
States ("Treasury bills") having the Index Maturity as indicated on the
face hereof as published in H.15(519) under the heading "U.S. Government
Securities--Treasury bills--auction average (investment)" or, if such rate
is not so published by 9:00 A.M., New York City time, on the Calculation
Date pertaining to such Treasury Rate Determination Date, the auction
average rate (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) as otherwise made
available by the United States Department of the Treasury. In the event
that the results of the auction of Treasury bills having the Index Maturity
as indicated on the face hereof are not published or made available as
provided above by 3:00 P.M., New York City time, on such Calculation Date
or if no such auction is held in a particular week (or on the preceding
Friday, if applicable), then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market
bid rates, as
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<PAGE>
of approximately 3:30 P.M., New York City time, on such Treasury Rate
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity as
indicated on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting bid rates as
mentioned in this sentence, the Treasury Rate for such Interest Reset Date
will be the Treasury Rate in effect on the Business Day immediately
preceding such Treasury Rate Determination Date.
The "Treasury Rate Determination Date" shall be the day of the week in
which such Interest Reset Date falls on which Treasury bills of the Index
Maturity indicated on the face hereof would normally be auctioned. Treasury
bills are normally sold at auction on Monday of each week, unless that day
is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday. If, as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding
week. If an auction date shall fall on any Interest Reset Date, then such
Interest Reset Date shall instead be the first Business Day immediately
following such auction date.
The interest rate for each such Interest Reset Date shall be the Treasury
Rate plus or minus the Spread or multiplied by the Spread Multiplier as
indicated on the face hereof; provided, however, the interest rate in
effect for the period from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate and the interest rate in
effect for the 10 calendar days immediately prior to the Maturity Date or
earlier redemption or repayment will be that in effect on the tenth
calendar day preceding such Maturity Date or earlier redemption or
repayment. The "Calculation Date" pertaining to a Treasury Rate
Determination Date will be the tenth calendar day after such Treasury Rate
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day.
Determination of CD Rate. If the Base Rate is the CD Rate as indicated on
the face hereof, the "CD Rate" with respect to each Interest Reset Date
will be determined by the Calculation Agent as of such Interest Reset Date
(a "CD Interest Determination Date") and shall be the rate on such date for
negotiable certificates of deposit having the
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<PAGE>
Index Maturity as indicated on the face hereof, as such rate shall be
published in H.15(519) under the heading "CDs (Secondary Market)" or, if
not so published by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, then the CD Rate shall
be the rate on such CD Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
Composite Quotations under the heading "Certificates of Deposit". If such
rate is not so published by 3:00 P.M., New York City time, on such
Calculation Date, then the CD Rate on such CD Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean
of the secondary market offered rates as of 10:00 A.M., New York City time,
on such CD Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in
the market for negotiable certificates of deposit) with a remaining
maturity closest to the specified Index Maturity in a denomination of U.S.
$5,000,000; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the CD
Rate will be the CD Rate in effect on the Business Day immediately
preceding such CD Interest Determination Date.
The interest rate on CD Rate Notes for each Interest Reset Date shall be
the CD Rate applicable to such Interest Reset Date plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, as indicated on the
face hereof; provided, however, that (i) the interest rate in effect from
the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate and (ii) the interest rate in effect for the ten
calendar days immediately prior to the Maturity Date or earlier redemption
or repayment will be that in effect on the tenth calendar day preceding
such Maturity Date or earlier redemption or repayment. The "Calculation
Date" pertaining to a CD Interest Determination Date will be the tenth
calendar day after such CD Interest Determination Date, or if such day is
not a Business Day, the next succeeding Business Day.
Determination of Federal Funds Rate. If the Base Rate is the Federal Funds
Rate as indicated on the face hereof, the "Federal Funds Rate" with respect
to each Interest Reset Date will be determined by the Calculation Agent as
of such Interest Reset Date (a "Federal Funds Interest Determination
Date"), and shall be the rate on that date for Federal Funds as published
in H.15(519) under the
16
<PAGE>
heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Federal
Funds Interest Determination Date, the Federal Funds Rate will be the rate
on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate
is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Federal Funds Interest Determination Date, the
Federal Funds Rate for such Federal Funds Reset Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in The City of New York selected by
the Calculation Agent as of 9:00 A.M., New York City time, on such Federal
Funds Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Federal Funds Rate will be the Federal Funds Rate in
effect on the Business day immediately preceding such Federal Funds
Interest Determination Date.
The interest rate on Federal Funds Rate Notes for each Reset Date shall be
the Federal Funds Rate applicable to such Interest Reset Date, plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, as
indicated on the face hereof; provided, however, that (i) the interest rate
in effect from the Original Issue Date to the first Interest Reset Date
shall be the Initial Interest Rate; and (ii) the interest rate in effect
for the ten calendar days immediately prior to the Maturity Date or earlier
redemption or repayment will be that in effect on the tenth calendar day
preceding such Maturity Date or earlier redemption or repayment. The
"Calculation Date" pertaining to a Federal Funds Interest Determination
Date will be the tenth calendar day after such Federal Funds Interest
Determination Date, or if such day is not a Business Day, the next
succeeding Business Day.
Determination of Prime Rate. If the Base Rate is the Prime Rate as
indicated on the face hereof, the "Prime Rate" with respect to each
Interest Reset Date will be determined by the Calculation Agent as of such
Interest Reset Date (a "Prime Interest Determination Date") and shall be
the rate set forth on such date in H.15(519) under the heading "Bank Prime
Loan," or if not so published prior to 9:00 A.M., New York City time, on
the Calculation Date pertaining to such Prime Interest Determination Date,
then the Prime Rate will be determined by the Calculation Agent and will be
the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen NYMF Page
17
<PAGE>
(as defined below) as such bank's prime rate or base lending rates as in
effect for the Prime Interest Determination Date. If fewer than four such
rates but more than one such rate appear on the Reuters Screen NYMF Page
for the Prime Interest Determination Date, the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the
prime rate quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime
Interest Determination Date by four major money center banks in The City of
New York selected by the Calculation Agent. If fewer than two such rates
appear on the Reuters Screen NYMF Page, the Prime Rate will be determined
by the Calculation Agent on the basis of the rates furnished in The City of
New York by the appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States, or any
state thereof, having total equity capital of at least U.S. $500,000,000
and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks selected as aforesaid are not quoting
as mentioned in this sentence, the Prime Rate will be the Prime Rate in
effect on the Business day immediately preceding such Prime Interest
Determination Date. "Reuters Screen NYMF Page" means the display
designated as page "NYMF" on the Reuters Monitor Money Rates Service (or
such other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major United
States banks).
The interest rate on Prime Rate Notes for each Interest Reset Date shall be
the Prime Rate applicable to such Interest Reset Date, plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, as indicated on the
face hereof; provided, however, that (i) the interest rate in effect from
the Original Issue Date to the first Interest Reset Date shall be the
Initial Interest Rate and (ii) the interest rate in effect for the ten
calendar days immediately prior to the Maturity Date or earlier redemption
or repayment will be that in effect on the tenth calendar day preceding
such Maturity Date or earlier redemption or repayment. The "Calculation
Date" pertaining to a Prime Interest Determination Date will be the tenth
calendar day after such Prime Interest Determination Date, or if such day
is not a Business Day, the next succeeding Business Day.
At the request of the Holder hereof, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate which will
become effective on the next Interest Reset Date with respect to this Note.
18
<PAGE>
All percentages resulting from any calculations under this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point (with five one-millionths of a percentage point being rounded upward) and
all currency or currency unit amounts used in or resulting from any such
calculation in respect of this Note will be rounded to the nearest one-hundredth
of a unit (with five one-thousandths of a unit being rounded upward).
(g) Until this Note is paid or payment thereof is duly provided for, the
Company will, at all times, maintain a Paying Agent in The City of New York
capable of performing the duties described herein to be performed by the Paying
Agent. Initially, Harris Trust and Savings Bank, 111 West Monroe Street, P.O.
Box 755, Chicago, Illinois 60690, will act as a Paying Agent and Registrar.
Harris Trust Company of New York, 77 Water Street, New York, New York 10005,
will act as a Paying Agent and co-registrar. The Company may change any Paying
Agent, Registrar or co-registrar without notice. The Company may act in any such
capacity.
Section 3. Redemption. If so specified on the face hereof, the Company may
at its option redeem this Note in whole or from time to time in part on the date
or dates designated as the Redemption Dates on the face hereof at prices
declining from a specified premium, if any, to par together with accrued
interest to the date of redemption. The Company may exercise such option by
mailing or causing the Trustee to mail a notice of such redemption at least 30
but not more than 60 days prior to the date of redemption. In the event of
redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Notes having the same terms (except
as to principal amount and date issuance) as this Note are to be redeemed, the
Notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate and otherwise as provided under the
Indenture.
Section 4. Repayment. If so specified on the face hereof, this Note will be
repayable prior to the Maturity Date at the option of the Holder on the Optional
Repayment Dates shown on the face hereof at the Optional Repayment Prices shown
on the face hereof together with accrued interest to the date of repayment. In
order for this Note to be repaid, the Paying Agent must receive at least 30 but
not more than 45 days prior to an Optional Repayment Date (a) appropriate wire
instructions and (b) either (i) this Note with the form below entitled "Option
to Elect Repayment" duly completed or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States of America setting forth the name of the Holder of
this Note, the principal amount of this Note, the portion of the principal
amount of this Note to be repaid, the certificate number or a description of
the tenor and terms of this Note, a statement
19
<PAGE>
that the option to elect repayment is being exercised thereby and a guarantee
that this Note with the form below entitled "Option to Elect Repayment" duly
completed will be received by the Paying Agent not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter. If the
procedure described in clause (ii) of the preceding sentence is followed, this
Note with such form duly completed must be received by the Paying Agent by such
fifth Business Day. Any tender of this Note for repayment shall be irrevocable.
The repayment option may be exercised by the Holder of this Note for less than
the entire principal amount of the Note provided that the principal amount of
the Note remaining outstanding after repayment is an authorized denomination.
Upon such partial repayment this Note shall be cancelled and a new Note or Notes
for the remaining principal amount hereof shall be issued in the name of the
Holder of this Note. After exercise of the repayment option, no transfer or
exchange of this Note (or, if this Note is to be repaid in part, the portion
hereof to be repaid) will be permitted. All questions as to the validity,
eligibility (including time of receipt) and acceptance of this Note for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.
Section 5. Optional Interest Reset. If so specified on the face hereof, the
Spread and/or Spread Multiplier of this Note may be reset by the Company on the
Optional Interest Rate Reset Dates specified on the face hereof (each an
"Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class postage prepaid, indicating whether the Company has
elected to reset the Spread and/or Spread Multiplier, and if so (i) such new
Spread or Spread Multiplier and (ii) the provisions, if any, for redemption
during the period from such Optional Reset Date to the next Optional Reset Date
or if there is no such next Optional Reset Date, to the Maturity Date of this
Note (each such period a "Subsequent Interest Period"), including the date or
dates on which or the period or periods during which and the price or prices at
which such redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the Optional
Reset Date, the Company may, at its option, revoke the Spread and/or Spread
Multiplier provided for in the Reset Notice and establish a higher Spread or
Spread Multiplier for the Subsequent Interest Period commencing on such Optional
Reset Date by mailing or causing the Trustee to mail notice of such higher
Spread and/or Spread Multiplier, first class postage prepaid, to the Holder of
this Note. Such notice shall be irrevocable. All Notes with respect to which the
Spread and/or Spread Multiplier is reset on an Optional Reset Date will bear
such higher Spread and/or Spread Multiplier.
If the Company resets the Spread and/or Spread Multiplier on this Note, the
Holder of this Note, if indicated on the face hereof, will
20
<PAGE>
have the option to elect repayment of this Note by the Company on each Optional
Reset Date at a price equal to the principal amount hereof plus interest accrued
to such Optional Reset Date. In order to obtain repayment on an Optional Reset
Date, the Holder must follow the procedures set forth above for optional
repayment except that the period for delivery of notification to the Trustee
shall be at least 25 but not more than 35 days prior to such Optional Reset Date
and except that, if the Holder has tendered this Note for repayment pursuant to
the Reset Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth day before such
Optional Reset Date.
Section 6. Optional Extension of Maturity. If so specified on the face
hereof, the Maturity Date of this Note may be extended at the option of the
Company for the number of whole year periods specified on the face hereof (each
an "Extension Period") up to but not beyond the Final Maturity Date set forth on
the face hereof. If the Company exercises such option, the Company or the
Trustee will mail to the Holder of this Note not later than 40 days prior to the
Maturity Date of this Note in effect prior to the exercise of such option (the
"Original Maturity Date") a notice (the "Extension Notice"), first class,
postage prepaid, indicating (i) the election of the Company to extend the
Maturity Date, (ii) the new Maturity Date, (iii) the Spread and/or Spread
Multiplier applicable to the Extension Period and (iv) the provisions, if any,
for redemption during such Extension Period. Upon the mailing of the Extension
Notice, the Maturity Date of this Note shall be extended automatically and,
except as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the mailing of such
Notice.
Notwithstanding the foregoing, not later than 20 days before the Original
Maturity Date of this Note, the Company may, at its option, revoke the Spread or
Spread Multiplier provided for in the Extension Notice and establish a higher
Spread and/or Spread Multiplier for the Extension Period by mailing or causing
the Trustee to mail notice of such higher Spread and/or Spread Multiplier, first
class, postage prepaid, to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended will
bear such higher Spread and/or Spread Multiplier for the Extension Period.
If the Company extends the Maturity Date of this Note, the Holder, if
indicated on the face hereof, will have the option to elect repayment of this
Note by the Company on the Original Maturity Date at a price equal to the
principal amount hereof, plus interest accrued to such date. In order to obtain
repayment on the Original Maturity Date once the Company has extended the
Maturity Date hereof, the Holder must follow the procedures set forth above for
optional repayment except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to the Original
Maturity Date and except that, if the
21
<PAGE>
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may by written notice to the Trustee revoke such tender for repayment
until the close of business on the tenth day before the Original Maturity Date.
Section 7. Sinking Fund. This Note will not be subject to any sinking fund.
Section 8. Original Issue Discount Notes. Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note, the amount
payable in the event of redemption or repayment, or declaration of acceleration
following an Event of Default, prior to the Maturity Date hereof in lieu of the
principal amount due at the Maturity Date hereof shall be the Amortized Face
Amount of this Note as of the redemption date, the date of repayment, or the
date of declaration of acceleration, as the case may be. The "Amortized Face
Amount" of this Note shall be the amount equal to (a) the Issue Price (as set
forth on the face hereof) plus (b) that portion of the difference, if any,
between the Issue Price and the principal amount hereof that has accrued at the
Yield to Maturity (as set forth on the face hereof) (computed in accordance with
generally accepted United States bond yield computation principles) at the date
as of which the Amortized Face Amount is calculated, but in no event shall the
Amortized Face Amount of this Note exceed its principal amount.
Section 9. Events of Default. An Event of Default is: default for 30 days
in payment of interest on the Securities of this series; default in payment of
principal on them; failure by the Company for 90 days after notice to it to
comply with any of its other agreements in the Indenture or this Note; and
certain events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of
the Securities of this series may declare all the Securities of this series to
be due and payable immediately.
Section 10. Amendments and Waivers. Subject to certain exceptions,
provisions of the Indenture or this Note may be amended with the consent of the
holders of a majority in principal amount of the Securities at the time
outstanding of each series to be affected, and any existing default with respect
to this series may be waived with the consent of the holders of a majority in
principal amount of the Securities of this series. Without the consent of any
holder, the Indenture or this Note may be amended to cure any ambiguity, defect
or inconsistency, to provide for assumption of Company obligations to the Holder
or to make any change that does not adversely affect the rights of the Holder of
this Note.
Section 11. Authorized Denominations. The Securities of this series are
issuable in registered form without coupons in the minimum denomination of
$1,000 and in any larger amount that is an integral multiple of $1,000. If this
Note is denominated in a
22
<PAGE>
Specified Currency other than U.S. dollars, then the Authorized Denominations
are shown on the face hereof.
Section 12. Exchange and Registration of Transfer. Upon due presentment for
exchange or registration of transfer of this Note at the office or agency of the
Registrar, one or more new Notes of authorized denominations, for an equal
aggregate principal amount, will be issued to the transferee in exchange
therefor subject to the limitations provided in the Indenture. Under certain
circumstances, as described in the Indenture, the Company may charge a fee for
any registration of transfer or exchange. The Company may require payment of a
sum sufficient to cover any tax or other governmental charge imposed in
connection therewith. The Registrar need not exchange or register the transfer
of this Note (or portion hereof) if it has been selected for redemption. Also,
the Registrar need not exchange or register the transfer of this Note for a
period of 15 days before the mailing of a notice of redemption.
If this Note is a Global Note (as specified on the face hereof), this Note
is exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Note or if at any time
the Depositary ceases to be in good standing under the Securities Exchange
Act of 1934, as amended, and the Company does not appoint a successor
Depositary within 90 days after the Company receives such notice or becomes
aware that such Depositary is no longer in good standing, or (y) the Company in
its sole discretion determines that this Note shall be exchanged for
certificated Notes in definitive form, provided that the definitive Notes so
issued in exchange for this Note shall be in authorized denominations and be of
like aggregate principal amount and tenor and terms as the portion of this Note
to be exchanged. Except as provided above, owners of beneficial interests in
this Note (if a Global Note) will not be entitled to have this Note or Notes
represented by this Note registered in their names or receive physical delivery
of Notes in definitive form and will not be considered the Holders hereof for
any purpose under the Indenture.
Section 13. Owners. Prior to due presentment for registration of transfer
of this Note, the Company, the Trustee, any Paying Agent and the registrar may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon) for all purposes, and none of the Company,
the Trustee or any Paying Agent or any registrar shall be affected by any notice
to the contrary.
Section 14. No Recourse Against Certain Persons. A stockholder, officer,
director or employee, as such, past, present or future, of the Company or any
successor corporation, shall not have any liability for any obligation of the
Company under the Indenture or this Note or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting this
23
<PAGE>
Note, the Holder hereby waives and releases all such liability. Such waiver
and release are part of the consideration for the issue this Note.
Section 15. Business Day. "Business Day" means any day, other than a
Saturday or Sunday, that meets each of the following applicable requirements:
the day is (i) not a day on which banking institutions are authorized or
required by law or regulation to be closed in The City of New York; (ii) if this
Note is denominated in a Specified Currency other than U.S. dollars (a) not a
day on which banking institutions are authorized or required by law or
regulation to close in the principal financial center of the country issuing
such Specified Currency (which in the case of ECU shall be Luxembourg and
London) and (b) a day on which banking institutions in such financial center are
carrying out transactions in such Specified Currency; and (iii) if the Base Rate
of this Note is LIBOR, any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market (a "London Banking Day").
Section 16. Definitions. All terms used in this Note which are not defined
herein but are defined in the Indenture shall have the meanings assigned to them
therein.
Section 17. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York.
The Company will furnish a copy of the Indenture to any Holder upon written
request and without charge. Requests may be made to: Treasurer, Johnson &
Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933.
24
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof plus
interest accrued to the Optional Repayment Date, if this Note is to be repaid
pursuant to Section 4 of this Note, or (ii) 100% of the principal amount of this
Note plus interest accrued to the Optional Reset Date, if this Note is to be
repaid pursuant to Section 5 hereof, or to the Original Maturity Date, if this
Note is to be repaid pursuant to Section 6 hereof.
Dated: _________________________________ _________________________________
Signature
Sign exactly as name appears on the
front of this Note [SIGNATURE
GUARANTEE - required only if Notes
are to be issued and delivered to
other than the registered holder]
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Notes if to be issued
than the principal amount of otherwise than to registered
this Note (principal amount holder:
remaining must be an authorized
denomination)
$ ____________________________ Name: ___________________________
Address: ________________________
________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER
____________________________________
25
<PAGE>
---------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ........... Custodian ..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ----------------------------------
- ----------------------------------
- ----------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- ----------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________ attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.
Dated: ____________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
26
Exhibit 4(j)
Under proposed United States Treasury Regulations, it is possible that Notes
that are not issued at a discount but that are issued between a record date
and the related Interest Payment Date would be issued with original issue
discount for United States Federal tax purposes, with the consequence that
holders (including cash basis holders) would be required to report interest in
respect of such Notes on a constant yield accrual basis for United States
Federal income tax purposes.
CUSIP NO. FACE AMOUNT:
REGISTERED NO. CUR-FXR
JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C
Due from 9 Months to 30 Years from Date of Issue
CURRENCY INDEXED NOTE
(Fixed Rate)
If the registered owner of this Note (as indicated below) is The
Depository Trust Company or a nominee of The Depository Trust Company, this
Note is a Global Note and the following legend is applicable: Unless this
certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued
is registered in the name of CEDE & CO., or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
CEDE & CO., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
The following summary of terms is subject to the information set forth on
the reverse hereof:
ISSUE PRICE: OPTIONAL REDEMPTION: [ ] YES [ ] NO
ORIGINAL ISSUE DATE: REDEMPTION DATES:
<PAGE>
MATURITY DATE: REDEMPTION PRICE SCHEDULE:
From: To: Price:
SPECIFIED CURRENCY:
INDEXED CURRENCY:
FACE AMOUNT: OPTION TO ELECT REPAYMENT:
[ ] YES [ ] NO
BASE EXCHANGE RATE:
DETERMINATION AGENT: OPTIONAL REPAYMENT DATES:
REFERENCE DEALERS: OPTIONAL REPAYMENT DATES & PRICES:
From: To: Price:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY:
[ ] YES [ ] NO
AUTHORIZED DENOMINATIONS: OPTIONAL INTEREST RATE RESET:
[ ] YES [ ] NO
INTEREST RATE: OPTIONAL INTEREST RATE RESET DATES:
INTEREST PAYMENT DATES: OPTIONAL EXTENSIONS OF MATURITY:
[ ] YES [ ] NO
ORIGINAL ISSUE DISCOUNT NOTE:
[ ] YES [ ] NO
TOTAL AMOUNT OF OID: EXTENSION PERIOD:
YIELD TO MATURITY: NUMBER OF EXTENSION PERIODS:
INITIAL ACCRUAL PERIOD OID: FINAL MATURITY DATE:
GLOBAL NOTE: [ ] YES [ ] NO EXCHANGE RATE AGENT:
DEPOSITARY: OTHER PROVISIONS:
JOHNSON & JOHNSON, a New Jersey corporation (herein called the "Company",
which term includes any successor person under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to
- ---------------------------------------------, or registered assigns, the
principal sum of
- -------------------------------------------------------------- (the "Face
Amount") plus or minus an amount as determined in accordance with the terms
hereof, on the Maturity Date of this Note, and to pay interest thereon from
and including the Original Issue
2
<PAGE>
Date shown above or from and including the last date in respect of which
interest has been paid, as the case may be. Interest will be paid on the
Interest Payment Dates shown above, commencing with the first such Interest
Payment Date next succeeding the Original Issue Date shown above (except as
provided below), at the Interest Rate per annum specified above, until the
principal hereof is paid or made available for payment, and interest shall
accrue on any overdue principal and on any overdue installment of interest (to
the extent that the payment of such interest shall be legally enforceable) at
the Interest Rate per annum shown above. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in such Indenture, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
record date for such interest, which shall be the fifteenth day (whether or
not a Business Day (as defined)) next preceding such Interest Payment Date;
provided, however, that interest payable at the Maturity Date or upon earlier
redemption or repayment will be payable to the person to whom principal shall
be payable. If this Note was originally issued between a record date and an
Interest Payment Date or on an Interest Payment Date, the first payment of
interest on this Note will be made on the Interest Payment Date following the
next succeeding record date to the registered owner of this Note on such next
succeeding record date. Any interest not punctually paid or duly provided for
shall be payable as provided in the Indenture.
The principal amount payable at the Maturity Date will be determined by
the rate of exchange between the Specified Currency and the Indexed Currency.
The holder of this Note will be entitled to receive principal in an amount
exceeding the amount designated as the Face Amount if, at the Maturity Date,
the rate at which the Specified Currency can be exchanged for the Indexed
Currency is greater than the rate of such exchange designated above as the
Base Exchange Rate, expressed in units of the Indexed Currency per one unit of
the Specified Currency, and will be entitled to receive principal in an amount
less than the Face Amount if, at the Maturity Date, the rate at which the
Specified Currency can be exchanged for the Indexed Currency is less than the
Base Exchange Rate.
The principal of and any premium and interest on this Note are payable by
the Company in U.S. dollars, unless otherwise specified above. If this Note is
denominated in a Specified Currency other than U.S. dollars, and if Option to
Receive Payments in Specified Currency is marked "Yes" above, then the Holder
may, by delivery of a written request to the Trustee, 111 West Monroe Street,
Chicago, Illinois 60690, or at such other address as it may designate as its
principal corporate trust office, received by the Trustee on or prior to the
applicable record date or at least 15 days prior to the Maturity Date or
earlier redemption or repayment, as the case may be, elect to receive all such
payments in the Specified Currency. Such election will remain in effect until
revoked by written notice to the Trustee, which notice must be received not
later than on or
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prior to the applicable record date or at least 15 days prior to the
Maturity Date or earlier redemption or repayment, as the case may be. If bid
quotations expressed in U.S. dollars of the type specified herein are not
available, payments of principal and interest will be made in the Specified
Currency. If the Specified Currency is unavailable due to the imposition of
exchange controls or to other circumstances beyond the Company's control,
payments will be made in U.S. dollars as described on the reverse side hereof.
If this Note is not a Global Note, payments in U.S. dollars of interest
on this Note (other than interest payable at the Maturity Date or upon earlier
redemption or repayment) will be made by mailing a check to the Holder at the
address of the Holder appearing in the security register kept by the Registrar
on the applicable record date. Notwithstanding the foregoing, if the Holder of
this Note holds $l0,000,000 or more in aggregate principal amount of Notes (as
defined on the reverse side hereof) of like tenor and terms (or the equivalent
thereof in a Specified Currency other than U.S. dollars), the Holder shall be
entitled to receive such payments in U.S. dollars by wire transfer of
immediately available funds, but only if appropriate payment instructions have
been received in writing by the Paying Agent not less than l5 calendar days
prior to the applicable Interest Payment Date. Simultaneously with the
election by the Holder to receive payments in a Specified Currency other than
U.S. dollars (by written request to the Trustee, as provided above), the
Holder shall provide appropriate payment instructions to the Paying Agent, and
all such payments will be made in immediately available funds to an account
maintained by the payee denominated in the Specified Currency. Principal, any
premium and interest payable at the Maturity Date or upon earlier redemption
or repayment in respect of this Note will be paid in immediately available
funds upon surrender of this Note accompanied by wire transfer instructions at
the office of the Paying Agent; provided that this Note is presented to such
office in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. If this Note is a Global Note,
beneficial owners hereof will be paid in accordance with the Depositary's and
its participants' procedures in effect from time to time.
Any payment otherwise required to be made in respect of this Note on a
date that is not a Business Day need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on such date, and no additional interest shall accrue as a result of such
delayed payment.
Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.
If the registered owner of this Note (as indicated above) is the
Depositary or a nominee of the Depositary, this Note is a Global Note and the
following legend is applicable: UNTIL IT IS EXCHANGED
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<PAGE>
IN WHOLE OR IN PART FOR THE SECURITIES REPRESENTED HEREBY IN DEFINITIVE
FORM, THIS GLOBAL NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, AND ONLY
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
In addition, if this Note is a Global Note, ownership of beneficial
interests herein will be limited to participants in the Depositary or persons
that hold interests through such participants, and the transfer of beneficial
interests herein will be effected only through records maintained by the
Depositary (with respect to interests of participants in the Depositary) or by
participants in the Depositary or persons that may hold interests through such
participants (with respect to persons other than participants in the
Depositary).
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be valid until the certificate of authentication
hereon shall have been manually signed by or on behalf of the Trustee or an
authenticating agent under the Indenture referred to on the reverse hereof.
5
<PAGE>
IN WITNESS WHEREOF, Johnson & Johnson has caused this instrument to be
signed in its name by the facsimile signature of one of its duly authorized
officers, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated:_____________________, 19__
JOHNSON & JOHNSON
By:___________________________
(Corporate Seal)
Attest:
By:_____________________________
Trustee's Certificate of Authentication
This is one of the Securities of the
series described herein and referred
to in the within-mentioned Indenture.
Harris Trust and Savings Bank, As Trustee
By:____________________________
Authorized Officer
6
<PAGE>
[Reverse of Note]
JOHNSON & JOHNSON
MEDIUM-TERM NOTE, SERIES C
Section 1. General. This Note is one of a duly authorized issue of debt
securities of the Company (herein called the "Securities"), of the series
hereinafter specified, all issued or to be issued under and pursuant to an
indenture, dated as of September 15, 1987, between Johnson & Johnson (the
"Company") and Harris Trust and Savings Bank, as Trustee (the "Trustee"), as
supplemented by a First Supplemental Indenture dated as of September 1, 1990
(as so supplemented, the "Indenture"), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes, this Note
being subject to all terms therein contained. The Securities may be issued in
one or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest, if any,
at different rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase or analogous funds, if any, and
may otherwise vary as the Indenture provides. This Note is one of a series
designated as "Medium-Term Notes, Series C" of the Company. References herein
to "Notes" shall mean the Notes of said Series C. This Note is an unsecured
obligation of the Company and will rank pari passu with all other unsecured
and unsubordinated indebtedness for borrowed money of the Company.
Section 2. Payments. (a) Interest on this Note will be payable either
semi-annually each May 15 and November 15 or annually each July 15 (each, an
"Interest Payment Date") as specified on the face hereof and, in either case,
at the Maturity Date or upon earlier redemption or repayment.
Interest payments on each Interest Payment Date for this Note will be
based upon the Face Amount and will include accrued interest from and
including the Original Issue Date or from and including the last date in
respect of which interest has been paid, as the case may be, to, but
excluding, such Interest Payment Date, except that at the Maturity Date or
upon earlier redemption or repayment the interest payments will include
accrued interest from and including the Original Issue Date, or from and
including the last date in respect of which interest has been paid, as the
case may be, to, but excluding, the Maturity Date or the date of redemption or
repayment, as applicable.
(b) Unless otherwise specified on the face hereof, principal of this Note
will be payable by the Company in U.S. dollars (except as set forth herein) at
the Maturity Date in an amount equal to the
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<PAGE>
Face Amount plus or minus an amount determined by the Determination Agent
by reference to the difference between the Base Exchange Rate and the rate at
which the Specified Currency can be exchanged for the Indexed Currency as
determined on the second Exchange Rate Day (the "Determination Date") prior to
the Maturity Date by the Determination Agent based upon the arithmetic mean of
the open market spot offer quotations for the Indexed Currency obtained by the
Determination Agent from the Reference Dealers in The City of New York at
ll:00 a.m., New York City time, on the Determination Date, for an amount of
Indexed Currency equal to the Face Amount multiplied by the Base Exchange
Rate, for settlement on the Maturity Date (such rate of exchange, as so
determined and expressed in units of the Indexed Currency per one unit of the
Specified Currency, is hereafter referred to as the "Spot Rate"). If such
quotations from the Reference Dealers are not available on the Determination
Date due to circumstances beyond the control of the Company or the
Determination Agent, the Spot Rate will be determined on the basis of the most
recently available quotations from the Reference Dealers. If any of the
Reference Dealers shall be unwilling or unable to provide the requested
quotations, such other major money center bank or banks in The City of New
York as shall be selected by the Company, in consultation with the
Determination Agent, shall act as Reference Dealer or Reference Dealers in
replacement therefor. In the absence of manifest error, the determination by
the Determination Agent of the Spot Rate and the principal amount of this Note
payable at the Maturity Date shall be final and binding on the Company and the
holder of this Note.
Unless otherwise specified on the face hereof, the formulae to be used by
the Determination Agent to determine the principal amount payable at the
Maturity Date will be as follows:
If the Spot Rate exceeds or equals the Base Exchange Rate, the principal
amount payable at the Maturity Date shall equal:
Face Amount +(Face Amount X Spot Rate - Base Exchange Rate
------------------------------
Spot Rate ).
If the Base Exchange Rate exceeds the Spot Rate, the principal amount
payable at the Maturity Date (which shall, in no event, be less than zero)
shall equal:
Face Amount - (Face Amount X Base Exchange Rate - Spot Rate
------------------------------
Spot Rate ).
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<PAGE>
If the formulae set forth above are applicable hereto, the maximum
principal amount payable at the Maturity Date in respect hereof would be an
amount equal to twice the Face Amount and the minimum principal amount payable
would be zero.
Unless otherwise specified on the face hereof, on the basis of the
aforesaid determination by the Determination Agent and the formulae and
limitations set forth above, (i) if the Base Exchange Rate equals the Spot
Rate, then the principal amount of this Note payable at the Maturity Date will
be equal to the Face Amount; (ii) if the Spot Rate exceeds the Base Exchange
Rate (i.e., the Specified Currency has appreciated against the Indexed
Currency during the term of this Note), then the principal amount so payable
would be greater than the Face Amount hereof up to an amount equal to twice
the Face Amount hereof; (iii) if the Spot Rate is less than the Base Exchange
Rate (i.e., the Specified Currency has depreciated against the Indexed
Currency during the term hereof) but is greater than one-half of the Base
Exchange Rate, then the principal amount so payable would be less than the
Face Amount hereof; and (iv) if the Spot Rate is less than or equal to
one-half of the Base Exchange Rate, then the Spot Rate will be deemed to be
one-half of the Base Exchange Rate and no principal amount in respect of this
Note would be payable at the Maturity Date. In the event of any redemption or
repayment of this Note prior to the Maturity Date, the term "Maturity Date" as
used herein would refer to the date of such redemption or repayment.
Unless otherwise specified above, the term "Exchange Rate Day" shall mean
any day which is a Business Day in The City of New York and, (i) if the
Specified Currency or Indexed Currency is any currency or currency unit other
than the U.S. dollar or the ECU, a Business Day in the principal financial
center of the country of such Specified Currency or Indexed Currency or (ii)
in the case of the ECU, a day which is not a non-ECU clearing day as
determined by the ECU Banking Association in Paris.
(c) The principal of and any premium and interest on this Note are
payable by the Company in U.S. dollars, unless otherwise specified on the face
hereof. If the Specified Currency shown on the face hereof is other than U.S.
dollars and if the Holder has not made the election described in paragraph (d)
below, payment in respect of this Note shall be made in U.S. dollars based
upon the exchange rate as determined by the Exchange Rate Agent based on the
highest firm bid quotation expressed in U.S. dollars received by the Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent and approved by the Company (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer, for settlement on such payment
date, of the aggregate amount of the Specified Currency payable to all Holders
of Notes
9
<PAGE>
denominated in such Specified Currency who will receive payment in
U.S. dollars on such payment date. If no such bid quotations are available,
payments will be made in the Specified Currency, unless such Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in paragraph (e) below. All currency exchange costs associated
with any payment in U.S. dollars on this Note shall be borne by the Holder
hereof by deductions from such payments.
(d) If the Specified Currency for this Note is other than U.S. dollars,
the Exchange Rate Agent will, unless otherwise specified on the face hereof,
determine the exchange rate for converting all payments in respect of this
Note into U.S. dollars in the manner described in paragraph (c) above and
perform such conversion on behalf of the Company. Notwithstanding the
foregoing, if this Note is denominated in a Specified Currency other than U.S.
dollars and if Option to Receive Payments in Specified Currency is marked
"Yes" on the face hereof, the Holder of this Note may elect to receive all
such payments in the Specified Currency by delivery of a written request to
the Trustee, which must be received by the Trustee on or prior to the
applicable record date or at least 15 calendar days prior to the Maturity Date
or earlier redemption or repayment, as the case may be. Such election shall
remain in effect unless and until changed by written notice to the Trustee,
but the Trustee must receive written notice of any such change on or prior to
the applicable record date or at least 15 calendar days prior to the Maturity
Date or earlier redemption or repayment, as the case may be.
(e) Except as set forth below, if payment of this Note is required to be
made in a Specified Currency other than U.S. dollars and on a payment date
with respect to this Note such currency or currency unit is unavailable due to
the imposition of exchange controls or other circumstances beyond the
Company's control, or is no longer used by the government of the country
issuing such currency or currency unit or for the settlement of transactions
by public institutions of or within the international banking community, then
all such payments due hereunder on such payment date shall be made in U.S.
dollars. The amount so payable on any payment date in such foreign currency or
currency unit shall be converted into U.S. dollars at a rate determined by the
Exchange Rate Agent as of the second Business Day prior to the date on which
such payment is due on the basis of the most recently available noon buying
rate for cable transfers in The City of New York as determined by the Federal
Reserve Bank of New York (the "Market Exchange Rate"), or as otherwise
specified on the face hereof. Any payment made under such circumstances in
U.S. dollars where the required payment is in Specified Currency other than
U.S. dollars will not constitute an Event of Default under the Indenture.
10
<PAGE>
If payment on this Note is required to be made in European Currency Units
("ECU") and on a payment date with respect to this Note ECU are unavailable
due to the imposition of exchange controls or other circumstances beyond the
Company's control, or are no longer used in the European Monetary System, then
all such payments due hereunder on such payment date shall be made in U.S.
dollars. The amount so payable on any payment date in ECU shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the
following basis: The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were Components of the ECU as
of the last date on which ECU were used in the European Monetary System. The
equivalent of ECU in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of
the Components shall be determined by the Exchange Rate Agent on the basis of
the most recently available Market Exchange Rate for the Components, or as
otherwise indicated on the face hereof.
If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component shall be divided or multiplied in the same proportion. If two or
more component currencies are consolidated into a single currency, the amounts
of those currencies as Components shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a
Component shall be replaced by amounts of such two or more currencies, each of
which shall have a value on the date of division equal to the amount of the
former component currency divided by the number of currencies into which that
currency was divided.
All determinations in respect of this Note made by the Exchange Rate
Agent shall be at its sole discretion (except to the extent expressly provided
herein or on the face hereof that any determination is subject to approval by
the Company) and, in the absence of manifest error, shall be conclusive for
all purposes and binding on the Holder of this Note and the Company, and the
Exchange Rate Agent shall have no liability therefor.
If this Note is denominated in a Specified Currency other than the U.S.
dollar, in the event of an official redenomination of such Specified Currency,
the obligations of the Company with respect to payments on this Note shall be
deemed immediately following such redenomination to provide for payment of
that amount of the redenominated Specified Currency representing the amount of
such obligations immediately before such redenomination.
(f) All percentages resulting from any calculations under this Note will
be rounded, if necessary, to the nearest one
11
<PAGE>
hundred-thousandth of a percentage point (with five one-millionths of a
percentage point being rounded upward) and all currency or currency unit
amounts used in or resulting from any such calculation in respect of this Note
will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upward).
(g) Until this Note is paid or payment thereof is duly provided for, the
Company will, at all times, maintain a Paying Agent in The City of New York
capable of performing the duties described herein to be performed by the
Paying Agent. Initially, Harris Trust and Savings Bank, lll West Monroe
Street, P.O. Box 755, Chicago, Illinois 60690, will act as a Paying Agent and
Registrar. Harris Trust Company of New York, 77 Water Street, New York, New
York l0005, will act as a Paying Agent and co-registrar. The Company may
change any Paying Agent, Registrar or co-registrar without notice. The Company
may act in any such capacity.
Section 3. Redemption. If so specified on the face hereof, the Company
may at its option redeem this Note in whole or from time to time in part on
the date or dates designated as Redemption Dates on the face hereof at prices
declining from a specified premium, if any, to par together with accrued
interest to the date of redemption. The Company may exercise such option by
mailing or causing the Trustee to mail a notice of such redemption at least 30
but not more than 60 days prior to the date of redemption. In the event of
redemption of this Note in part only, a new Note or Notes for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Notes having the same terms
(except as to principal amount and date of issuance) as this Note are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate and otherwise as
provided under the Indenture.
Section 4. Repayment. If so specified on the face hereof, this Note will
be repayable prior to the Maturity Date at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at the Optional Repayment
Prices shown on the face hereof together with accrued interest to the date of
repayment. In order for this Note to be repaid, the Paying Agent must receive
at least 30 but not more than 45 days prior to an Optional Repayment Date (a)
appropriate wire instructions and (b) either (i) this Note with the form below
entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States of America setting forth
the name of the Holder of this Note, the principal amount of this Note, the
portion of the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement that
the option to elect repayment is being exercised thereby and a
12
<PAGE>
guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter. If the procedure described in clause (ii) of the
preceding sentence is followed, this Note with such form duly completed must
be received by the Paying Agent by such fifth Business Day. Any tender of this
Note for repayment shall be irrevocable. The repayment option may be exercised
by the Holder of this Note for less than the entire principal amount of the
Note provided that the principal amount of the Note remaining outstanding
after repayment is an authorized denomination. Upon such partial repayment
this Note shall be cancelled and a new Note or Notes for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Note. After exercise of the repayment option, no transfer or exchange of this
Note (or, if this Note is to be repaid in part, the portion hereof to be
repaid) will be permitted. All questions as to the validity, eligibility
(including time of receipt) and acceptance of this Note for repayment will be
determined by the Company, whose determination will be final, binding and
non-appealable.
Section 5. Optional Interest Reset. If so specified on the face hereof,
the interest rate on this Note may be reset by the Company on the Optional
Interest Rate Reset Dates specified on the face hereof (each an "Optional
Reset Date"). Not later than 40 days prior to each Optional Reset Date, the
Trustee will mail to the Holder of this Note a notice (the "Reset Notice"),
first class postage prepaid, indicating whether the Company has elected to
reset the interest rate, and if so (i) such new interest rate and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Maturity Date of this Note (each such period a "Subsequent
Interest Period"), including the date or dates on which or the period or
periods during which and the price or prices at which such redemption may
occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
provided for in the Reset Notice and establish a higher interest rate for the
Subsequent Interest Period commencing on such Optional Reset Date by mailing
or causing the Trustee to mail notice of such higher interest rate, first
class postage prepaid, to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the interest rate is reset on an
Optional Reset Date will bear such higher interest rate.
If the Company resets the interest rate on this Note, the Holder of this
Note, if indicated on the face hereof, will have the option to elect repayment
of this Note by the Company on each Optional Reset Date at a price equal to
the principal amount hereof plus interest accrued to such Optional Reset Date.
In order to
13
<PAGE>
obtain repayment on an Optional Reset Date, the Holder must follow the
procedures set forth above for optional repayment except that the period for
delivery of notification to the Trustee shall be at least 25 but not more than
35 days prior to such Optional Reset Date and except that, if the Holder has
tendered this Note for repayment pursuant to the Reset Notice, the Holder may,
by written notice to the Trustee, revoke such tender for repayment until the
close of business on the tenth day before such Optional Reset Date.
Section 6. Optional Extension of Maturity. If so specified on the face
hereof, the Maturity Date of this Note may be extended at the option of the
Company for the number of whole year periods specified on the face hereof
(each an "Extension Period") up to but not beyond the Final Maturity Date set
forth on the face hereof. If the Company exercises such option, the Company or
the Trustee will mail to the Holder of this Note not later than 40 days prior
to the Maturity Date of this Note in effect prior to the exercise of such
option (the "Original Maturity Date") a notice (the "Extension Notice"), first
class, postage prepaid, indicating (i) the election of the Company to extend
the Maturity Date, (ii) the new Maturity Date, (iii) the interest rate
applicable to the Extension Period and (iv) the provisions, if any, for
redemption during such Extension Period. Upon the mailing of the Extension
Notice, the Maturity Date of this Note shall be extended automatically and,
except as modified by the Extension Notice and as described in the next
paragraph, this Note will have the same terms as prior to the mailing of such
Notice.
Notwithstanding the foregoing not later than 20 days before the Original
Maturity Date of this Note the Company may, at its option, revoke the interest
rate provided for in the Extension Notice and establish a higher interest rate
for the Extension Period by mailing or causing the Trustee to mail notice of
such higher interest rate, first class, postage prepaid, to the Holder of this
Note. Such notice shall be irrevocable. All Notes with respect to which the
Maturity Date is extended will bear such higher interest rate for the
Extension Period.
If the Company extends the Maturity Date of this Note, the Holder, if
indicated on the face hereof, will have the option to elect repayment of this
Note by the Company on the Original Maturity Date at a price equal to the
principal amount hereof, plus interest accrued to such date. In order to
obtain repayment on the Original Maturity Date once the Company has extended
the Maturity Date hereof, the Holder must follow the procedures set forth
above for optional repayment except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to the Original Maturity Date and except that, if the Holder has
tendered this Note for repayment pursuant to an Extension Notice, the Holder
may by written notice to the Trustee revoke such tender for repayment until
the close of business on the tenth day before the Original Maturity Date.
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<PAGE>
Section 7. Sinking Fund. This Note will not be subject to any sinking
fund.
Section 8. Original Issue Discount Notes. Notwithstanding anything herein
to the contrary, if this Note is an Original Issue Discount Note, the amount
payable in the event of redemption or repayment, or declaration of
acceleration following an Event of Default, prior to the Maturity Date hereof
in lieu of the principal amount due at the Maturity Date hereof shall be the
Amortized Face Amount of this Note as of the redemption date, the date of
repayment, or the date of declaration of acceleration, as the case may be. The
"Amortized Face Amount" of this Note shall be the amount equal to (a) the
Issue Price (as set forth on the face hereof) plus (b) that portion of the
difference, if any, between the Issue Price and the principal amount hereof
that has accrued at the Yield to Maturity (as set forth on the face hereof)
(computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Note
exceed its principal amount.
Section 9. Events of Default. An Event of Default is: default for 30 days
in payment of interest on the Securities of this series; default in payment of
principal on them; failure by the Company for 90 days after notice to it to
comply with any of its other agreements in the Indenture or this Note; and
certain events of bankruptcy or insolvency. If an Event of Default occurs and
is continuing, the Trustee or the holders of at least 25% in principal amount
of the Securities of this series may declare all the Securities of this series
to be due and payable immediately.
Section 10. Amendments and Waivers. Subject to certain exceptions,
provisions of the Indenture or this Note may be amended with the consent of
the holders of a majority in principal amount of the Securities at the time
outstanding of each series to be affected, and any existing default with
respect to this series may be waived with the consent of the holders of a
majority in principal amount of the Securities of this series.
15
<PAGE>
Without the consent of any holder, the Indenture or this Note may be amended
to cure any ambiguity, defect or inconsistency, to provide for assumption of
Company obligations to the Holder or to make any change that does not
adversely affect the rights of the Holder of this Note.
Section 11. Authorized Denominations. The Securities of this series are
issuable in registered form without coupons in the minimum denomination of
$1,000 and in any larger amount that is an integral multiple of $ 1,000. If
this Note is denominated in a Specified Currency other than U.S. dollars, then
the Authorized Denominations are shown on the face hereof.
Section 12. Exchange and Registration of Transfer. Upon due presentment
for exchange or registration of transfer of this Note at the office or agency
of the Registrar, one or more new Notes of authorized denominations, for an
equal aggregate principal amount, will be issued to the transferee in exchange
therefor subject to the limitations provided in the Indenture. Under certain
circumstances, as described in the Indenture, the Company may charge a fee for
any registration of transfer or exchange. The Company may require payment of a
sum sufficient to cover any tax or other governmental charge imposed in
connection therewith. The Registrar need not exchange or register the transfer
of this Note (or portion hereof) if it has been selected for redemption. Also,
the Registrar need not exchange or register the transfer of this Note for a
period of 15 days before the mailing of a notice of redemption.
If this Note is a Global Note (as specified on the face hereof), this
Note is exchangeable only if (x) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for this Note or if at any
time the Depositary ceases to be in good standing under the Securities
Exchange Act of 1934, as amended, and the Company does not appoint a successor
Depositary within 90 days after the Company receives such notice or becomes
aware that such Depositary is no longer in good standing, or (y) the Company
in its sole discretion determines that this Note shall be exchanged for
certificated Notes in definitive form, provided that the definitive Notes so
issued in exchange for this Note shall be in authorized denominations and be
of like aggregate principal amount and tenor and terms as the portion of this
Note to be exchanged. Except as provided above, owners of beneficial interests
in this Note (if a Global Note) will not be entitled to have this Note or
Notes represented by this Note registered in their names or receive physical
delivery of Notes in definitive form and will not be considered the Holders
hereof for any purpose under the Indenture.
Section 13. Owners. Prior to due presentment for registration of transfer
of this Note, the Company, the Trustee, any Paying Agent and the registrar may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other
16
<PAGE>
writing hereon) for all purposes, and none of the Company, the Trustee or any
Paying Agent or any registrar shall be affected by any notice to the contrary.
Section 14. No Recourse Against Certain Persons. A stockholder, officer,
director or employee, as such, past, present or future, of the Company or any
successor corporation, shall not have any liability for any obligation of the
Company under the Indenture or this Note or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting this Note,
the Holder hereby waives and releases all such liability. Such waiver and
release are part of the consideration for the issue of this Note.
Section 15. Business Day. "Business Day" means any day, other than a
Saturday or Sunday, that meets each of the following applicable requirements:
the day is (i) not a day on which banking institutions are authorized or
required by law or regulation to be closed in The City of New York and (ii) if
this Note is denominated in a Specified Currency other than U.S. dollars (a)
not a day on which banking institutions are authorized or required by law or
regulation to close in the principal financial center of the country issuing
such Specified Currency (which in the case of ECU shall be Luxembourg and
London) and (b) a day on which banking institutions in such financial center
are carrying out transactions in such Specified Currency.
Section 16. Definitions. All terms used in this Note which are not
defined herein but are defined in the Indenture shall have the meanings
assigned to them therein.
Section 17. Governing Law. This Note shall be governed by and construed
in accordance with the laws of the State of New York.
The Company will furnish a copy of the Indenture to any Holder upon written
request and without charge. Requests may be made to: Treasurer, Johnson &
Johnson, One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933.
17
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Note hereby irrevocably elects to have the
Company repay the principal amount of this Note or portion hereof below
designated at (i) the Optional Repayment Price indicated on the face hereof
plus interest accrued to the Optional Repayment Date, if this Note is to be
repaid pursuant to Section 4 of this Note, or (ii) 100% of the principal
amount of this Note plus interest accrued to the Optional Reset Date, if this
Note is to be repaid pursuant to Section 5 hereof, or to the Original Maturity
Date, if this Note is to be repaid pursuant to Section 6 hereof.
Dated:_________________________ ______________________________________
Signature
Sign exactly as name appears on the
front of this Note [SIGNATURE GUARANTEE -
required only if Notes are to be issued
and delivered to other than the
registered holder]
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Notes if to be issued
than the principal amount of otherwise than to registered
this Note (principal amount holder:
remaining must be an authorized
denomination)
$_____________________________ Name:___________________________________
Address:________________________________
________________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER
________________________________________
18
<PAGE>
_________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ............Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
_______________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
____________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing___________________attorney to transferer said Note on the books of
the Company, with full power of substitution in the premises.
Dated: ____________________________________
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
19
<PAGE>
Exhibit 5
October 11, 1994
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Re: Registration Statement on Form S-3
Debt Securities and Warrants
Gent1emen:
I am Associate General Counsel of Johnson & Johnson (the "Company") and a member
of the Bar in the States of New Jersey and New York. I have acted as counsel for
the Company in connection with the registration under the Securities Act of 1933
of its Debt Securities and Warrants to be issued from time to time after the
registration statement to which this opinion is an exhibit (the "Registration
Statement") becomes effective. The terms used herein have the meanings assigned
to them in the Registration Statement.
I have reviewed the Company's Restated Certificate of Incorporation and By-Laws
and such other corporate records of the Company and documents and certificates
of public officials and others as I have deemed neceseary as the basis for the
opinion hereafter expressed. Based on the foregoing and having regard for such
legal considerations as I deem relevant, I am of the following opinion.
1. The Company is a corporation duly organized and existing under the laws of
the State of New Jersey.
2. The Company has full power and authority under the laws of the State of New
Jersey and under its restated certificate of incorporation (a) to incur the
obligations of the Debt Securities and the Warrants in accordance with and
subject to the respective terms of the Indenture and Warrant Agreements
pursuant to which such securities will be issued and (b) to execute and
deliver the Indenture and Warrant Agreements.
<PAGE>
3. When the Debt Securities and the Warrants have been duly authorized and
executed by the Company and authenticated as provided in the Indenture and
Warrant Agreements and when duly paid for and delivered in accordance with
the procedures described in the Registration Statement and in a Prospectus
Supplement relating to the sale of such securities, the Debt Securities and
the Warrants will be binding obligations of the Company in accordance with
and subject to the terms thereof and of the Indenture and Warrant
Agreements.
I hereby consent to the use of my name under the caption "Legal Opinions" in the
Prospectus constituting a part of the Registration Statement and to the filing
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/
Joseph S. Orban
Associate General counsel
EXHIBIT 12
<TABLE>
<CAPTION>
JOHNSON & JOHNSON AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(Dollars in Millions)
Fiscal
Quarter Fiscal Year Ended
Ended -------------------------------------------------------------------------
July 3, January 2, January 3, December 29, December 30, December 31,
1994 1994 1993 1991 1990(2) 1989
------- ---------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Determination of Earnings:
Earnings Before Provision for
Taxes on Income and
Cumulative effect of
Accounting Changes .................. $1,498 2,332 2,207 2,038 1,623 1,514
Fixed Charges ......................... 114 211 210 209 275 214
------ ----- ----- ----- ----- -----
Total Earnings as Defined ......... $1,612 2,543 2,417 2,247 1,898 1,728
====== ===== ===== ===== ===== =====
Fixed Charges and Other:
Rents ................................. $ 45 85 86 80 74 73
Interests ............................. 69 126 124 129 201 141
------ ----- ----- ----- ----- -----
Fixed Charges ....................... 114 211 210 209 275 214
Capitalized Interest .................. 21 48 53 46 41 41
------ ----- ----- ----- ----- -----
Total Fixed Charges ................. $ 135 259 263 255 316 255
====== ===== ===== ===== ===== =====
Ratio of Earnings to Fixed Charges ..... 11.94 9.82 9.19 8.81 6.01 6.78
====== ===== ===== ===== ===== =====
<FN>
- -----------------------
(1) The ratio of earnings to fixed charges represents the historical ratio of
the Company and is calculated on a total enterprise basis. The ratio is
computed by dividing the sum of earnings before provision for taxes and
fixed charges (excluding capitalized interest) by fixed charges. Fixed
charges represent interest (including capitalized interest) and
amortization of debt discount and expense and the interest factor of all
rentals, consisting of an appropriate interest factor on operating leases.
(2) 1990 earnings include Latin America non-recurring charges of $140 million.
Excluding the effect of these charges, the ratio of earnings to fixed
charges would have been 7.15.
</FN>
</TABLE>
Coopers & Lybrand
EXHIBIT 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-3, relating
to the issuance by Johnson & Johnson of Debt Securities and Warrants to purchase
Debt Securities, of our reports dated January 31, 1994, on our audits of the
consolidated financial statements and financial statement schedules, which are
included or incorporated by reference in the Annual Report of Johnson & Johnson
on Form 10-K for the year ended January 2, 1994. We also consent to the
reference to our our Firm under the caption "Experts" in the Prospectus which is
included in this Registration Statement.
COOPERS & LYBRAND L.L.P.
New York, New York
October 11, 1994
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints G. S. Frazza, P.S. Galloway, and B.M. Flicker, and each of them, the
undersigned's true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any and all Johnson &
Johnson registration statements and amendments thereto (including post-effective
amendments) relating to the issuance or guarantee of $2,000,000,000 in principal
amount of debt securities and/or warrants to purchase debt securities (in
addition to $585,000,000 in principal amount of debt securities and/or warrants
to purchase debt securities currently available under an effective Johnson &
Johnson registration statement), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them or their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigncd has executed this Power of Attorney as
of the date written below.
/s/R.S. LARSEN /s/A.D. J0RDON
- ---------------- -----------------
(R.S. Larsen) (A.D. Jordon)
/s/C.H. JOHNSON
- ---------------- -----------------
(C.H. Johnson) (A.G. Langbo)
/s/A.W. ROULSTON
- ---------------- -----------------
(A.W. Roulston) (J.S. Mayo)
/s/J.W. BLACK /s/T.S. MURPHY
- ---------------- -----------------
(J.W. Black) (T.S. Murphy)
/s/G.N. BURROW /s/P.J. RIZZO
- ---------------- -----------------
(G.N. Burrow) (P.J. RIZZO)
/s/R.E. CAMPBELL /s/M.F. SINGER
- ---------------- -----------------
(R.E. Campbell) (M.F. Singer)
/s/J.G. COONEY /s/R.B. SMITH
- ---------------- -----------------
(J.G. Cooney) (R.B. Smith)
/s/ P.M. HAWLEY /s/R.N. WILSON
- ---------------- -----------------
(P.M. Hawley) (R.N. Wilson)
Dated: September 29, 1994
Exhibit 26
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2)__________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn C. Potter, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2531
(Name, address and telephone number for agent for service)
JOHNSON & JOHNSON
(Name of obligor)
New Jersey 22-1024240
(State of Incorporation) (I.R.S. Employer Identification No.)
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
(Address of principal executive offices)
Debt Securities
(Tide of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Coporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate trust
powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporared herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Hillenbrand Industries, Inc., File
No. 33-44086, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 28th day of September, 1994.
HARRIS TRUST AND SAVINGS BANK
By /s/ Carolyn C. Potter
----------------------------
Carolyn C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby cosents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By /s/ Carolyn C. Potter
----------------------------
Carolyn C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of June 30, 1994, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[logo] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on June 30, 1994, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and
coin .............................................. $926,673
Interest bearing balance ............................ $686,713
Securities
a. Held-to-maturity securities .................... $731,783
b. Available-for-sale securities .................. $1,502,220
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold ............................ $421,221
Securities purchased under agreements to
resell ........................................ $74,156
Loans and lease financing receivables:
Loans and leases, net of unearned income ........... $6,081,473
LESS: Allowance for loan and lease losses .......... $92,307
-----------
Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b) ................... $5,989,166
Assets held in trading accounts ....................... $355,239
Premises and fixed assets (including capitalized
leases) ............................................ $137,238
Other real estate owned ............................... $1,831
Investments in unconsolidated subsidiaries and
associated companies ................................ $566
Customer's liability to this bank on acceptances
outstanding ......................................... $71,652
Intangible assets ..................................... $28,142
Other assets .......................................... $546,710
-----------
TOTAL ASSETS .......................................... $11,473,310
===========
LIABILITIES
Deposits:
In domestic offices ................................. $4,793,158
Non-interest bearing .............................. $2,586,164
Interest bearing .................................. $2,206,994
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ......................................... $2,498,415
Non-interest bearing .............................. $36,675
Interest bearing .................................. $2,461,740
3
<PAGE>
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and
in IBF's:
Federal funds purchased ........................... $472,955
Securities sold under agreements to repurchase .... $1,540,788
Trading Liabilities $299,757
Other borrowed money:
a. With original maturity of one year or less $431,252
b. With original maturity of more than one year $15,163
Bank's liability on acceptances executed and
outstanding $71,652
Subordinated notes and debentures ..................... $235,000
Other liabilities ..................................... $421,949
-----------
TOTAL LIABILITIES ..................................... $10,780,089
===========
EQUITY CAPITAL
Common stock .......................................... $100,000
Surplus ............................................... $275,000
a. Undivided profits and capital reserves ............ $321,267
b. Net unrealized holding gains (losses) on available-
for-sale securities ............................... $3,046
-----------
TOTAL EQUITY CAPITAL .................................. $693,221
===========
Total liabilities, limited-life preferred stock, and
equity capital ...................................... $11,473,310
===========
I, David H. Charney, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
DAVID H. CHARNEY
7/29/1994
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
ALAN G. McNALLY,
DONALD S. HUNT,
DARYL P. GRISHAM,
Directors.
STATE OF ILLINOIS, COUNTY OF COOK, ss:
Sworn to and subscribed before me this 29th day of July, 1994. My
commission expires April 22, 1996.
DIANALYNN GIRTEN
4
