Rule 424(b)(2)
Registration Statement
No. 33-52213
PRICING SUPPLEMENT NO. 1,
Dated April 20, 1994, to
Prospectus, dated February 23, 1994, and Prospectus
Supplement, dated March 2, 1994.
CPC INTERNATIONAL INC.
MEDIUM-TERM FLOATING RATE NOTES, SERIES B
DUE MORE THAN NINE MONTHS FROM DATE OF ISSUE
Principal Amount: U.S. $25,000,000.
Proceeds to Corporation: 100%
Underwriting Discount: 0%
Issue Price: Variable Price Reoffer, initially at par.
Specified Currency: U.S. Dollars.
Minimum Denominations: $5,000 and integral multiples
of $5,000.
Original Issue Date: April 26, 1994.
Maturity Date: April 26, 1996.
Interest Rate Basis: Constant Maturity Treasury Rate
(as defined below).
Index Maturity: Two Years.
Spread: -65 basis points.
Initial Interest Rate: 5.02%
The Notes are offered by the Underwriter, as specified herein,
subject to receipt and acceptance by it and subject to its
right to reject any order in whole or in part. It is expected
that the Notes will be ready for delivery in book-entry form on
or about April 26, 1994.
SALOMON BROTHERS INC
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Form: Global Note.
Accrual of Interest: Accrued interest from the Original Issue
Date or from the last date to which interest has been paid
or duly provided for with respect to any Note will be cal-
culated by multiplying the face amount of such Note by an
accrued Interest Factor. This accrued Interest Factor
will be computed by adding the Interest Factors calculated
for each day from the Original Issue Date or from the last
date to which interest has been paid or duly provided for
up to the date for which accrued interest is being calcu-
lated. The "Interest Factor" for any Note for each such
day will be computed by dividing the interest rate appli-
cable to such day by 360, assuming 12 months of 30 days
each per annum.
Interest Payment Dates: Quarterly on the 26th day of each Jan-
uary, April, July, and October, commencing July 26, 1994,
provided that if any Interest Payment Date is not a Busi-
ness Day, then interest will be paid on the next succeed-
ing Business Day.
Interest payments will include the amount of interest
accrued from and including the most recent Interest Pay-
ment Date to which interest has been paid (or from and
including the Original Issue Date) to but excluding the
applicable Interest Payment Date, without adjustment for
changes in the Interest Payment Date if the scheduled
Interest Payment Date is not a Business Day.
Interest Determination Date: Ten Business Days prior to each
Interest Reset Date.
Interest Reset Date: Quarterly on the 26th day of each Janu-
ary, April, July, and October, commencing July 26, 1994.
Calculation Date: The earlier of (i) the fifth Business Day
after each Interest Determination Date, or (ii) the Busi-
ness Day next preceding the applicable Interest Payment
Date.
Rate Cutoff Date: Not applicable.
Maximum Interest Rate: Not applicable.
Minimum Interest Rate: 0.0%.
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Calculation Agent: Salomon Brothers Inc
Day Count Convention: 30/360
Other Provisions:
"Constant Maturity Treasury Rate" means, with respect to
any Interest Determination Date, the rate that is pub-
lished by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519), Selected Inter-
est Rates", or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)"),
under the heading "U.S. Government/Securities/Treasury
Constant Maturities", in the Index Maturity specified
above. If the H.15(519) is no longer published, the "Con-
stant Maturity Treasury Rate" shall be the rate which
appears on Telerate Page 7055 (as defined below) (as
determined by the Calculation Agent), for the applicable
Interest Determination Date opposite the applicable Index
Maturity. If no such rate is set forth, then the Cal-
culation Agent will contact the Board of Governors of the
Federal Reserve System and request the Constant Maturity
Treasury Rate, in the applicable Index Maturity, for the
Interest Determination Date. If the Board of Governors of
the Federal Reserve System does not provide such informa-
tion by 5:00 p.m., New York City time, on the Calculation
Date, then the Constant Maturity Treasury Rate for such
Interest Reset Date will be the arithmetic mean of
quotations reported by three leading U.S. government secu-
rities dealers (one of which may be the Calculation
Agent), according to their written records, with reference
to the 3:00 p.m., New York City time, closing bid-side
yield quotations for the noncallable U.S. Treasury Note
that is nearest in maturity to the Index Maturity, but not
less than exactly the Index Maturity, and for the
noncallable U.S. Treasury Note that is nearest in maturity
to the Index Maturity, and for the noncallable U.S. Trea-
sury Note that is nearest in maturity to the Index Matur-
ity, but not more than exactly the Index Maturity, on the
Interest Determination Date. The Calculation Agent shall
calculate the Constant Maturity Treasury Rate by interpo-
lating to the Index Maturity, based on an Actual/Actual
day count basis, the yield on the two Treasury Notes
selected. If the Calculation Agent cannot obtain three
such adjusted quotations, the Constant Maturity Treasury
Rate for such Interest Determination Date will be the
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arithmetic mean of all such quotations, or if only one
such quotation is obtained, such quotation, obtained by
the Calculation Agent. In all events, the Calculation
Agent shall continue polling dealers until at least one
adjusted yield quotation can be determined.
"Telerate Page 7055" means the display page designated as
page 7055 on the Dow Jones Telerate Service (or such other
page as may replace page 7055 on that service for the pur-
pose of displaying Constant Maturity Treasury Rates).
"Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which
banking institutions are generally authorized or required
by law or regulation to close in The City of New York.
Trustee, Registrar, Authenticating and Paying Agent:
Bankers Trust Company (the "Trustee"), under the Indenture
dated as of April 15, 1988 as amended and supplemented by
the First Supplemental Indenture and Amendment dated
March 2, 1994 between the Trustee and CPC International
Inc.
UNDERWRITING
Salomon Brothers Inc (the "Underwriter") is acting as
principal in this transaction. Salomon Brothers Inc will
be compensated for its role in transactions related to
the Notes.
