As filed with the Securities and Exchange Commission on December 20, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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CPC INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
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Delaware 36-2385545
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
International Plaza, P.O. Box 8000
Englewood Cliffs, New Jersey 07632
(201) 894-4000
(Address including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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JOHN B. MEAGHER
Secretary
CPC International Inc.
International Plaza, P.O. Box 8000
Englewood Cliffs, New Jersey 07632
(201) 894-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of Correspondence to:
CLIFFORD B. STORMS W. LESLIE DUFFY
Senior Vice President and General Counsel Cahill Gordon & Reindel
CPC International Inc. 80 Pine Street
Englewood Cliffs, New Jersey 07632 New York, New York 10005
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<PAGE>
Approximate date of commencement of the proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: /---/
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: /-X-/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /---/ -------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /---/ -------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /-----/
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<PAGE>
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed maximum Proposed maximum Amount of
Securities be regis- offering price aggregate offer- registration
to be registered tered (1)(2) per unit(3) ing price(1)(3) fee
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Debt Securities... $550,000,000 100% $550,000,000 $189,656
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(1) In U.S. dollars or the equivalent thereof in one or more other
currencies.
(2) Plus such additional principal amount as may be necessary such that, if
Debt Securities are issued with an original issue discount, the
aggregate initial offering price of all Debt Securities will equal
$550,000,000.
(3) Estimated solely for the purpose of calculating the registration fee.
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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.
Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended, the
prospectus included in this registration statement also relates to
$141,000,000 of Debt Securities previously registered under the registrant's
registration statement on Form S-3 (File No. 33-52213) for which a
registration fee of $48,621 was previously paid and $9,000,000 of Debt
Securities previously registered under the registrant's registration statement
on Form S-3 (File No. 33-20813) for which a registration fee of $1,800 was
previously paid.
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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 statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION dated December 20, 1995
Prospectus
[LOGO]
CPC International Inc.
Debt Securities
CPC International Inc. (the "Company") may offer from
time to time in one or more series its unsecured debt securities
consisting of debentures, notes and other evidences of indebted-
ness (the "Debt Securities") up to an aggregate initial public
offering price of $700,000,000 or the equivalent thereof in one
or more currencies, including composite currencies, other than
U.S. dollars. Debt Securities of each series will be offered in
amounts, at prices and on terms to be determined at the time of
sale and described in a supplement to this Prospectus (a "Pro-
spectus Supplement"). The price or prices of the Debt Securities
may be payable in one or more currencies, and the principal of
and any premium or interest on the Debt Securities may be payable
in the same currency or currencies or one or more other
currencies.
The Indenture pursuant to which the Debt Securities are
being offered provides that Debt Securities of a series may be
issued in registered form without coupons, in bearer form with
coupons attached or both, and may be issued in whole or in part
in the form of one or more global securities. At the present
time the Company does not intend to offer securities in bearer
form unless otherwise indicated in the applicable Prospectus
Supplement.
When Debt Securities of a series are offered, a Pro-
spectus Supplement will be delivered setting forth the terms of
such Debt Securities and the terms of their offering and sale.
The terms set forth will include, where applicable, the specific
designation, aggregate principal amount, authorized denomina-
tions, maturity, initial public offering price or prices (includ-
ing the currency in which such price or prices are payable), rate
or rates (which may be fixed, variable or zero) and times of pay-
ment of interest, currency or currencies in which payments in
respect of such Debt Securities may be made, form or forms in
which such Debt Securities may be issued, place or places of pay-
ment, terms for mandatory redemption or sinking fund payments or
for redemption at the option of the Company or the holder, terms
of credit enhancement, terms for payment of additional amounts,
terms for defeasance, and listing on any securities exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
<PAGE>
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 Debt Securities may be sold through underwriting
syndicates represented by managing underwriters, by underwriters
without a syndicate, through agents designated from time to time
or directly to purchasers. The names of any underwriters or
agents of the Company involved in the sale of the Debt Securities
of a series in respect of which this Prospectus is being deliv-
ered and any applicable commissions or discounts will be set
forth in the applicable Prospectus Supplement. The net proceeds
to the Company from any such sale also will be set forth in such
Prospectus Supplement.
The date of this Prospectus is , 199 .
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AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities main-
tained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission at 500
West Madison Street, Citicorp Center, Chicago, Illinois 60661,
and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such materials can be obtained from the Public Refer-
ence Section of the Commission at 450 Fifth Street, N.W., Wash-
ington, D.C. 20549, at prescribed rates. Reports and other
information concerning the Company also can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New
York, New York, the Pacific Stock Exchange, 115 Sansome Street,
Suite 1104, San Francisco, California 94104 and the Midwest Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois 60605.
The Company has filed with the Commission a registra-
tion statement on Form S-3 (together with all amendments and
exhibits, the "Registration Statement") under the Securities Act
of 1933, as amended. This Prospectus does not contain all the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regu-
lations of the Commission. For further information, reference is
hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, (ii) Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995, and September 30,
1995, (iii) Current Reports on Form 8-K dated July 13, 1995, and
October 30, 1995 and (iv) Amendment No. 1 to Current Report on
Form 8-K/A dated December 18, 1995, previously filed with the
Commission under File No. 1-4199.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Debt Securities shall be deemed to be incorpo-
rated by reference in this Prospectus and made a part hereof from
the date of filing of such documents. Any statement contained in
this Prospectus or in a document incorporated or deemed to be
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incorporated by reference in this Prospectus shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any
subsequently filed document that also is or is deemed to be
incorporated by reference in this Prospectus modifies or super-
sedes such prior statement. Any such prior 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
to whom a Prospectus is delivered, upon written or oral request,
a copy of any or all of the documents incorporated by reference
in this Prospectus (other than exhibits to such documents that
are not specifically incorporated by reference in such docu-
ments). Written requests should be directed to John B. Meagher,
Secretary, CPC International Inc., International Plaza, P.O. Box
8000, Englewood Cliffs, New Jersey 07632, Telephone requests
should be directed to Mr. Meagher at (201) 894-4000.
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References in this Prospectus to "$" or "U.S. dollars"
are to the lawful currency of the United States, and references
to "currencies" are to U.S. dollars, lawful currencies of coun-
tries other than the United States, and composite currencies,
including European Currency Units.
THE COMPANY
The Company and its consolidated subsidiaries consti-
tute a worldwide group of businesses, principally engaged in two
major industry segments: consumer foods and corn refining.
The Company's consumer food products are distributed
through both the retail and food service trades. Consumer food
products include three worldwide businesses: Knorr soups,
sauces, bouillons and mealmakers; mayonnaise and other dressings;
and food service (catering) operations. Regional businesses
include specialty baking, peanut butter, desserts, starches and
other cereals. These products are sold under more than 25 major
trademarks, including Arnold, Best Foods, Entenmann's,
Hellmann's, Karo, Knorr, Maizena, Mazola, Mueller's, Pfanni,
Skippy and Thomas'.
The corn refining business manufactures and markets a
wide range of products such as corn starches, corn syrups, high
fructose corn syrup, dextrose, corn oil and animal feed
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ingredients. These products are sold as food ingredients and for
industrial uses.
As of December 31, 1994, the Company had a total of 143
operating plants, 27 of which are in the United States, 8 in Can-
ada, 42 in Europe, 20 in Africa and the Middle East, 32 in Latin
America and 14 in Asia. In addition, as of such date the Company
has a 50% interest in joint ventures which operate 3 plants, 1 is
located in Asia (consumer foods products), 1 in Latin America
(corn refining products) and 1 in the United States (fuel
ethanol). Of the 143 plants, 122 are engaged solely in the manu-
facture of consumer foods products, 20 are engaged in the manu-
facture of corn refining products (7 of which also produce con-
sumer foods products) and 1 plant is engaged in the manufacture
of other products. The foregoing information does not include
any of the plants that the Company has opened or acquired since
January 1, 1995 (including the 17 plants acquired as part of the
acquisition of the Kraft Foods, Inc. baking business), nor does
it include the small number of plants that were closed through
restructuring or disposition.
The Company is a Delaware corporation and has its prin-
cipal executive offices at International Plaza, Englewood Cliffs,
New Jersey 07362. The Company's telephone number is (201)
894-4000.
RATIOS OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratios of earnings to
fixed charges of the Company and its consolidated subsidiaries on
a total enterprise basis for the years indicated. The ratios
have been computed by dividing income before taxes and fixed
charges by fixed charges. Fixed charges consist of gross inter-
est expense on debt and a portion of rental expense deemed to be
representative of interest.
Nine Months Ended Year Ended December 31,
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September 30, 1995 1994 1993 1992 1991 1990
------------------ ---- ---- ---- ---- ----
Ratio of earnings 6.5 5.6* 7.0 6.4 5.6 5.3
to fixed charges
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* Includes a charge of $227 million for restructuring included in
income before taxes.
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USE OF PROCEEDS
Except as may be stated otherwise in a Prospectus Sup-
plement, the Company intends to use the proceeds from the sales
of the Debt Securities for general corporate purposes, which may
include repayment of short-term debt.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt
Securities sets forth certain general terms and provisions of the
Debt Securities to which any Prospectus Supplement may relate.
The particular terms of the Debt Securities of the series offered
by a Prospectus Supplement and the extent, if any, to which such
general provisions may apply to such Debt Securities will be
described in such Prospectus Supplement.
The Debt Securities will be issued under an indenture
dated as of April 1, 1988 as amended and supplemented by the
First Supplemental Indenture and Amendment dated March 2, 1994
(the "Indenture"), between the Company and Bankers Trust Company,
as trustee (the "Trustee"), the form of which is filed as
Exhibits 4.1 and 4.2 to the Registration Statement. The follow-
ing summaries of certain provisions of the Indenture and the Debt
Securities are not complete and are qualified in their entirety
by reference to the provisions of the Indenture. Numerical ref-
erences in parentheses are to sections in the Indenture and,
unless otherwise indicated, capitalized terms have the meanings
given them in the Indenture.
General
The Debt Securities are limited to an aggregate initial
public offering price of $700,000,000, or in the equivalent
thereof in one or more currencies other than U.S. dollars. The
Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued from time to time. (Section 301)
Debt Securities of a series may be issued in registered
form without coupons and may be issued in whole or in part in the
form of one or more global securities ("Global Securities"), as
described below under "Global Securities".
Except as provided in the applicable Prospectus Supple-
ment, Registered Securities denominated in U.S. dollars will be
issued only in denominations of $1,000 or any integral multiple
thereof. One or more Global Securities will be issued in a
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denomination or aggregate denominations equal to the aggregate
principal amount of Outstanding Debt Securities of the series to
be represented by such Global Security or Securities. (Sections
302 and 305) The applicable Prospectus Supplement will specify
the authorized denominations of Debt Securities of any series
denominated in a currency other than U.S. dollars.
The Debt Securities will be unsecured obligations of
the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the applicable Prospectus Supple-
ment for a description of the terms of the Debt Securities of a
series, including, where applicable, (i) the designation, aggre-
gate principal amount and authorized denominations (including the
currency of denomination) of such Debt Securities: (ii) the
price or prices (each expressed as a percentage of principal
amount) at which such Debt Securities will be issued (including
the currency or currencies in which any such price may be paid)
and, if any such price is less than 100%, the portion of the
principal amount (if other than 100%) that will become due and
payable upon the occurrence of an Event of Default (as defined
below); (iii) the date or dates on which such Debt Securities
will mature; (iv) the rate or rates (which may be fixed or vari-
able), if any, at which such Debt Securities will bear interest,
the date or dates from which any such interest will accrue, each
Interest Payment Date on which any such interest will be payable
and, if any of such Debt Securities are Registered Securities,
the Regular Record Date for the interest payable on such Regis-
tered Securities on any Interest Payment Date; (v) the currency
or currencies in which payment of the principal of (and any pre-
mium) and any interest on such Debt Securities will be made and
any other currency or currencies in which any such payment may be
payable at the election of the registered holders (the "Holders")
of such Debt Securities; (vi) whether such Debt Securities are to
be issued in whole or in part in the form of one or more Global
Securities and, if so, the identity of the Depositary for such
Global Security or Securities; (vii) if a temporary Global Secu-
rity is to be issued with respect to such series, (A) whether any
interest thereon payable on an Interest Payment Date prior to the
issuance of a permanent Global Security will be credited to the
account of the persons entitled thereto on such Interest Payment
Date, (B) the terms upon which beneficial interests in such tem-
porary Global Security may be exchanged for beneficial interests
in a permanent Global Security or for definitive Debt Securities
of such series and (C) the terms upon which beneficial interests
in a permanent Global Security, if any, may be exchanged for
definitive Debt Securities of such series; (viii) each office or
agency where the principal of (and any premium, if any) and any
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interest on such Debt Securities will be payable and each office
or agency where any such Debt Securities may be presented for
exchange and any such Debt Securities that are Registered Securi-
ties may be presented for registration of transfer; (ix) any
terms upon which such Debt Securities will be subject to manda-
tory redemption (including any terms upon which Holders of such
Debt Securities may elect to have their Debt Securities not
redeemed in such a redemption) or to a sinking fund or upon which
any of such Debt Securities may be redeemed at the option of the
Company or their Holders; (x) information regarding any surety
bond or other form of credit enhancement to be issued or entered
into with respect to such Debt Securities; (xi) any terms upon
which payments of additional amounts will be made with respect to
such Debt Securities; (xii) any terms upon which such Debt Secu-
rities may be defeased; (xiii) any additional Events of Default
or restrictive covenants provided for with respect to such Debt
Securities; and (xiv) any other terms not inconsistent with the
Indenture, including any terms that may be required by or advis-
able under United States laws or regulations. (Section 301)
Reference should also be made to the applicable Pro-
spectus Supplement for a description of any special United States
income tax considerations with respect to Debt Securities of a
series.
Exchanges and Transfers
At the option of the Holder, upon request confirmed in
writing, and subject to the terms of the Indenture, Debt Securi-
ties of a series will be exchangeable into an equal aggregate
principal amount of registered Debt Securities of the same series
and terms but having different authorized denominations.
Debt Securities may be presented for exchange or trans-
fer, in the manner, at the places, and subject to the restric-
tions set forth in the Indenture and the Debt Securities. No
service charge will be made for any such exchange or registration
of transfer of Debt Securities, but the Company may require pay-
ment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 305)
Global Securities
The Debt Securities of a series may be issued in whole
or in part in the form of one or more Global Securities that will
be deposited with, or on behalf of, a depositary (the "Deposi-
tary") identified in the applicable Prospectus Supplement, Global
Securities may be issued in registered form and in either tempo-
rary or permanent form. Unless and until it is exchanged in
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whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole (i) by the
Depositary for such Global Security to a nominee of such Deposi-
tary, (ii) by a nominee of such Depositary to such Depositary or
to another nominee of such Depositary or (iii) by such Depositary
or any such nominee to a successor of such Depositary or to a
nominee of such successor. (Sections 303 and 305)
The specific terms of the depositary arrangement with
respect to any Debt Securities of a series will be described in
the Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Global Security, the Depositary
for such Global Security will credit, on its book-entry registra-
tion and transfer system, the respective principal amounts of the
Debt Securities represented by such Global Security to the
accounts of Persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be desig-
nated by the underwriters or agents of such Debt Securities or by
the Company if such Debt Securities are offered and sold directly
by it. Ownership of beneficial interests in a Global Security
will be limited to participants or persons that may hold inter-
ests through participants. Ownership of beneficial interests in
such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by
the Depositary for such Global Security or by participants or
persons that hold through participants. The laws of certain
states require that certain purchasers of securities take physi-
cal delivery of such securities in definitive form. Such limits
and such laws may impair the ability of owners to transfer bene-
ficial interests in a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the Holder of such Global Security, such Depositary
or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Global
Security for all purposes under the Indenture. Except as set
forth below, owners of beneficial interests in a Global Security
will not be entitled to have Debt Securities of the series repre-
sented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be con-
sidered the owners or holders thereof under the Indenture.
Payments of principal of (and premium, if any) and
interest on Debt Securities registered in the name of a Deposi-
tary or its nominee will be made to the Depositary or its
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nominee, as the case may be, as the Holder of the Global Security
representing such Debt Securities. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relat-
ing to or payments made on account of beneficial ownership inter-
ests in such Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Debt Secu-
rities of a series, upon receipt of any payment of principal,
premium or interest in respect of a permanent Global Security,
will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the
records of such Depositary. The Company also expects that pay-
ments by participants to owners of beneficial interests in such
Global Security held through such participants will be governed
by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers regis-
tered in "street name", and will be the responsibility of such
participants.
If a Depositary for Debt Securities of a series is at
any time unwilling or unable to continue as Depositary and a suc-
cessor Depositary is not appointed by the Company within ninety
days, the Company will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Securities
representing Debt Securities of such series. In addition, the
Company may at any time and in its sole discretion determine not
to have the Debt Securities of a series represented by one or
more Global Securities and, in such event, will issue Debt Secu-
rities of such series in definitive form in exchange for the Glo-
bal Security or Securities representing the Debt Securities of
such series. Further, if the Company so specifies with respect
to the Debt Securities of a series, an owner of a beneficial
interest in a Global Security representing Debt Securities of
such series may, on terms acceptable to the Company and the
Depositary for such Global Security, receive Debt Securities of
such series in definitive form. In any such instance, an owner
of a beneficial interest in a Global Security will be entitled to
have Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery
of such Debt Securities in definitive form. Debt Securities of
such series so issued in definitive form will be issued in denom-
inations, unless otherwise specified by the Company, of $1,000
and integral multiples thereof.
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Payment and Paying Agents
Payment of principal of (and premium, if any) on Debt
Securities will be made in the currency designated for payment,
against surrender of such Debt Securities at the Corporate Trust
Office of the Trustee in The City of New York. Unless otherwise
indicated in the applicable Prospectus Supplement, payment of any
installment of interest on Debt Securities will be made to the
Person in whose name such Debt Security is registered at the
close of business on the Regular Record Date for such interest
payment. Unless otherwise indicated in the applicable Prospectus
Supplement, payments of such interest will be made at such Corpo-
rate Trust Office of the Trustee or by a check in the designated
currency mailed to the Holder at such Holder's registered
address. (Section 307)
Unless otherwise indicated in the applicable Prospectus
Supplement, the Corporate Trust Office of the Trustee in the Bor-
ough of Manhattan, The City of New York will be appointed as the
Company's Paying Agent. Any other Paying Agent in the United
States and any Paying Agents outside the United States initially
appointed by the Company for the Debt Securities of a series will
be named in the applicable Prospectus Supplement. The Company
may terminate the appointment of any of the Paying Agents from
time to time, except that the Company will maintain at least one
Paying Agent in the Borough of Manhattan, The City of New York
for payments with respect to Debt Securities, provided that so
long as the Debt Securities of a series are listed on The Inter-
national Stock Exchange of the United Kingdom and the Republic of
Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying
Agent in London or Luxembourg or any other required city located
outside the United States, as the case may be, for such Debt
Securities. (Section 1002)
All moneys paid by the Company to a Paying Agent or the
Trustee for the payment of principal of (or premium, if any) or
interest on any Debt Security that remains unclaimed at the end
of two years after such principal, premium or interest shall have
become due and payable will be repaid to the Company, and the
Holder of such Debt Security or any coupon relating thereto will
thereafter look only to the Company for payment thereof.
(Section 1003)
Limitation on Secured Indebtedness
The Company will not (nor will it permit any Restricted
Subsidiary to) issue, assume or guarantee any debt for money
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borrowed ("Debt") secured by any mortgage, pledge, lien or other
encumbrance upon any Principal Property of the Company or any
Restricted Subsidiary or on any shares of stock or indebtedness
of the Company or any Restricted Subsidiary without providing
that the Debt Securities of each series and any related coupons
shall be secured equally and ratably with such Debt; provided,
however, that the foregoing restrictions shall not apply to:
(i) encumbrances on property, shares of stock or
indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;
(ii) encumbrances on property, shares of stock or
indebtedness existing at the time of acquisition of such
property, shares of stock or indebtedness, or encumbrances
to secure the payment of all or any part of the purchase
price of such property or shares of stock or to secure any
Debt incurred prior to, at the time of, or within ninety
days after the acquisition of such property or shares of
stock for the purpose of financing all or any part of the
purchase price thereof;
(iii) encumbrances securing Debt of a Restricted Subsid-
iary owing to the Company or to another Restricted
Subsidiary;
(iv) encumbrances on property of a corporation existing
at the time such corporation is merged into or consolidated
with the Company or a Restricted Subsidiary or at the time
of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary;
(v) encumbrances on property of the Company or a
Restricted Subsidiary in favor of the United States or any
state thereof, or in favor of any other country, or any
political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or stat-
ute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the
cost of construction of the property subject to such encum-
brances; or
(vi) any extension, renewal or replacement (or succes-
sive extensions, renewals or replacements) in whole or in
part of any encumbrance referred to in the foregoing
clauses (i) to (v), inclusive; provided, however, that the
principal amount of Debt secured thereby shall not exceed
the principal amount of Debt so secured at the time of such
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<PAGE>
extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to all or a part of
the property subject to the encumbrance so extended, renewed
or replaced (plus improvements on such property).
Notwithstanding the foregoing provisions, the Company
and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by an encumbrance that would otherwise be
subject to the foregoing restrictions in an aggregate amount
which, together with all other Debt of the Company and its
Restricted Subsidiaries that would otherwise be subject to the
foregoing restrictions (not including Debt permitted to be
secured under clauses (i) through (vi) above) and the aggregate
value of the Sale and Leaseback Transactions in existence at such
time (not including Sale and Leaseback Transactions the proceeds
of which have been applied to reduce Debt, as set forth below),
does not at the time exceed fifteen percent of the stockholders'
equity (as defined) of the Company. In the event that the Com-
pany shall apply an amount equal to the value of a Sale and
Leaseback Transaction to the retirement (other than any mandatory
retirement) within ninety days of the effective date of such Sale
and Leaseback Transaction of Debt incurred or assumed by the Com-
pany or any Restricted Subsidiary which by its terms (i) matures
at, or is extendible or renewable at the sole option of the obli-
gor without requiring the consent of the obligee to, a date more
than twelve months after the date of creation of such Debt and
(ii) is not subordinated to the Debt Securities, then the value
of such Sale and Leaseback Transaction shall not be taken into
consideration for purposes of calculating whether the fifteen
percent limitation referred to above has been met or exceeded.
For purposes of the foregoing, (i) "Principal Property"
means any manufacturing plant or facility located within the
United States (other than its territories or possessions) owned
by the Company or any Restricted Subsidiary that, in the opinion
of the Board of Directors of the Company, is of material impor-
tance to the total business conducted by the Company and its
Restricted Subsidiaries as a whole, (ii) "Restricted Subsidiary"
means any Subsidiary of the Company (other than a Subsidiary
principally engaged in financing the operations of the Company or
its Subsidiaries outside the United States) substantially all the
property of which is located, or substantially all the business
of which is carried on, within the United States (other than its
territories or possessions) and that owns a Principal Property,
(iii) "value" means, with respect to a Sale and Leaseback Trans-
action, as of any particular time, the amount equal to the net
proceeds of such property at the time of entering into such Sale
and Leaseback Transaction and (iv) "Sale and Leaseback Transac-
tion" means any arrangement with any person providing for the
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<PAGE>
leasing by the Company or any Restricted Subsidiary of any Prin-
cipal Property owned as of June 20, 1967 (except for temporary
leases for a term of not more than three years and except for
leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries), which property has been or is to be
sold or transferred by the Company or such Restricted Subsidiary
to such person. (Section 1004)
Consolidation, Merger and Transfer of Assets
The Company may not consolidate with or merge into any
corporation, or transfer or lease its properties and assets sub-
stantially as an entirety to any Person, unless: (i) the succes-
sor corporation or transferee assumes the Company's obligations
on the Debt Securities and under the Indenture; (ii) after giving
effect to the transaction, no Event of Default and no event
which, after notice or lapse of time, would become an Event of
Default shall have occurred and be continuing; and (iii) certain
other conditions are met. (Section 801)
Events of Default
The following will constitute Events of Default with
respect to Debt Securities of any series: (i) default in payment
of principal of (or premium, if any, on) any Debt Security of
such series when due, and the continuance of such default for a
period of 3 days; (ii) default in payment of interest on any Debt
Security of such series when due, and the continuance of such
default for a period of 30 days; (iii) default in the deposit of
any sinking fund payment on any Debt Security of such series when
due, and the continuance of such default for a period of 3 days;
(iv) default in the performance or breach of any other covenant
of the Company in the Indenture for the benefit of Debt Securi-
ties of such series, and the continuance of such default for a
period of 60 days after written notice thereof by the Trustee or
the Holders of at least 25% in aggregate principal amount of the
Debt Securities of such series at the time outstanding;
(v) default resulting in acceleration of maturity of any other
indebtedness of the Company or any Restricted Subsidiary in an
amount aggregating in excess of $25,000,000; (vi) certain events
of bankruptcy, insolvency or reorganization and (vii) any other
Event of Default provided with respect to Debt Securities of such
series. (Section 501) An Event of Default with respect to Debt
Securities of a series does not necessarily constitute an Event
of Default with respect to Debt Securities of any other series.
(Section 502)
If an Event of Default has occurred and is continuing
with respect to Debt Securities of a series, either the Trustee
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<PAGE>
or the Holders of at least twenty-five percent in aggregate prin-
cipal amount of the Debt Securities of such series then Outstand-
ing may declare the principal of all such Debt Securities (or in
the case of certain securities sold initially at a substantial
discount below their principal amounts, the portion of such prin-
cipal amounts specified in such Debt Securities and set forth in
the applicable Prospectus Supplement) to be due and payable. In
certain cases, the Holders of a majority in principal amount of
the Outstanding Debt Securities of a series may, on behalf of the
Holders of all Debt Securities of such series, rescind and annul
such declaration of acceleration. (Section 502)
If a default has occurred and is continuing with
respect to Debt Securities of a series, the Trustee, subject to
its duty to act with the required standard of care, will be enti-
tled to indemnification by the Holders of such Debt Securities
before proceeding to exercise any right or power under the Inden-
ture with respect to such Debt Securities at the request of such
Holders. (Section 603) No Holders of Debt Securities of a series
may institute any proceedings, judicial or otherwise, to enforce
the Indenture except in the case of failure of the Trustee there-
under, for sixty days, to act after it has received a request to
enforce such Indenture and an offer of reasonable indemnity from
the Holders of at least twenty-five percent in aggregate princi-
pal amount of the Outstanding Debt Securities of such series.
(Section 507) This provision will not prevent any Holder of Debt
Securities of such series from enforcing payment of the principal
of (and premium, if any) and interest on such Debt Securities at
the respective due dates thereof. (Section 508) The Holders of
a majority in aggregate principal amount of the Outstanding Debt
Securities of a 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
the Debt Securities of such series. The Trustee may, however,
refuse to follow any direction that it determines may not law-
fully be taken or would be illegal or in conflict with the Inden-
ture or involve it in personal liability or which would be
unjustly prejudicial to Holders not joining therein.
(Section 512)
The Trustee shall, within ninety days after the occur-
rence of a default with respect to Debt Securities of a series,
give to the Holders of Debt Securities of such series notice of
such default, unless such default has been cured or waived.
Except in the case of a default in the payment of principal of
(or premium, if any) or interest on any Debt Securities of such
series, the Trustee shall be protected in withholding such notice
if it determines in good faith that the withholding of such
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<PAGE>
notice is in the interest of the Holders of the Debt Securities
of such series. (Section 602)
The Company will be required to file with the Trustee
annually an Officers' Certificate as to the absence of certain
defaults under the terms of the Indenture. (Section 1006)
Modification and Waiver
Modifications of and amendments to the Indenture may be
made by the Company and the Trustee with the consent of the Hold-
ers of a majority in aggregate principal amount of the Outstand-
ing Debt securities of each series affected by such modification
or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Out-
standing Debt Security affected thereby: (i) change the stated
maturity date of any installment of the principal of, or interest
on, any Debt Security or coupon; (ii) reduce the principal amount
of (or premium, if any) or interest on any Debt Security or
related coupon; (iii) adversely affect the right of repayment or
repurchase, if any, at the option of the Holder; (iv) reduce the
amount of, or postpone the date fixed for, any payment under any
sinking fund or analogous provisions for any Debt Security;
(v) change the place or currency of payment of the principal of
(or premium, if any) or interest on any Debt Security or coupon;
(vi) change or eliminate the rights of a Holder to receive pay-
ment in a designated currency; (vii) impair the right to insti-
tute suit for the enforcement of any payment on or with respect
to any Debt Security or coupon; or (viii) reduce the percentage
of the principal amount of the outstanding Debt Securities of any
series the consent of whose Holders is required for modification
or amendment of the Indenture, for waiver of compliance with cer-
tain provisions of the Indenture or for waiver of certain
defaults. (Section 902)
The Holders of a majority in principal amount of the
Outstanding Debt Securities of a series may, on behalf of all
Holders of Debt Securities of such series, waive, insofar as such
series is concerned, compliance by the Company with the provi-
sions of the Indenture described above in "Limitation on Secured
Indebtedness" and "Consolidation, Merger and Transfer of Assets"
before the time for such compliance. (Section 1007) The Holders
of a majority in principal amount of the Outstanding Debt Securi-
ties of a series may, on behalf of all Holders of Debt Securities
of such series, waive any past default under the Indenture with
respect to Debt Securities of such series except a default in the
payment of the principal of (or premium, if any) or interest on
any Debt Security of such series and except a default in respect
of a covenant or provision the modification or amendment of which
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<PAGE>
would require the consent of the Holder of each Outstanding Debt
Security affected thereby. (Section 513)
Satisfaction and Discharge; Defeasance
At the request of the Company, the Indenture will be
canceled by the Trustee if all sums due to the Trustee under the
Indenture have been paid in full and (i) all Debt Securities pre-
viously issued have been canceled or delivered to the Trustee for
cancellation, (ii) the principal of (and premium, if any) and
interest on all Outstanding Debt Securities have been paid in
full or (iii) funds have been deposited with the Trustee at the
maturity of the Debt Securities sufficient to pay in full the
principal of (and premium, if any) and interest on all Outstand-
ing Debt Securities and the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the deposit and related
cancellation would not cause the Holders of the Debt Securities
of any series to recognize income, gain or loss for United States
federal income tax purposes. (Sections 401 and 402).
If so specified in the Prospectus Supplement applicable
to Debt Securities of a series, the Company at its option
(i) will be discharged from any and all obligations in respect of
the Debt Securities of such series (except for certain obliga-
tions to register the transfer or exchange of Debt Securities of
such series, replace stolen, lost, or mutilated Debt Securities
of such series, maintain paying agencies and hold moneys for pay-
ment in trust) or (ii) will not be subject to provisions of the
Indenture described above under "Limitation of Secured Indebted-
ness" and "Consolidation, Merger and Transfer of Assets" with
respect to the Debt Securities of such series, in each case if
the Company deposits with the Trustee, in trust, money or U.S.
Government Obligations that, 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 princi-
pal (including any mandatory sinking fund payments) of, and
interest on, the Debt Securities of such series on the dates such
payments are due in accordance with the terms of such Debt Secu-
rities. To exercise any such option, the Company is required to
deliver to the Trustee an Opinion of Counsel to the effect that
(1) the deposit and related defeasance would not cause the Hold-
ers of the Debt Securities of such series to recognize income,
gain or loss for United States federal income tax purposes and
(2) if the Debt Securities of such series are then listed on the
New York Stock Exchange, such Debt Securities would not be
delisted as a result of the exercise of such option. (Sections
1301 and 1302) The Company will not exercise any such option
with respect to Debt Securities of a series at any time when such
Debt Securities are subject to mandatory redemption.
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<PAGE>
Concerning the Trustee
Bankers Trust Company is the Trustee under the Inden-
ture and also serves as trustee under an indenture governing the
Company's 8>% Debentures Due April 15, 2016. Bankers Trust Com-
pany is a depository for funds, participates in certain revolving
credit and commercial paper facilities, and performs other ser-
vices for the Company and its subsidiaries.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities of a series in
any of three ways: (i) through underwriters or dealers,
(ii) through agents or (iii) directly to a limited number of pur-
chasers or to a single purchaser. The applicable Prospectus Sup-
plement will set forth the terms of the offering of the Debt
Securities of a series, including the name or names of any under-
writers or agents, the initial public offering price or prices of
such Debt Securities (and the currency or currencies in which any
such price is payable), the proceeds to the Company from such
sale, any underwriting discounts and other items constituting
underwriters' compensation, any discounts or concessions allowed
or reallowed or paid to dealers and any securities exchanges on
which the Debt Securities of such series may be listed.
If underwriters are used in the sale, Debt Securities
of a series will be acquired by the underwriters for their own
account and may be resold from time to time in one or more trans-
actions, including negotiated transactions, at a fixed public
offering price, or at varying prices determined at the time of
sale. The Debt Securities of such series may be offered to the
public through underwriting syndicates represented by managing
underwriters or by underwriters without a syndicate. Unless
otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase Debt Securities of a
series will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Debt Securi-
ties of such series if any are purchased. Any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
The Debt Securities of a series may be sold directly by
the Company or through agents designated by the Company from time
to time. Any agent involved in the offer or sale of the Debt
Securities of such series will be named, and any commissions pay-
able by the Company to such agent will be set forth in the appli-
cable Prospectus Supplement. Unless otherwise indicated in such
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<PAGE>
Prospectus Supplement, any such agent will be acting on a reason-
able efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supple-
ment, the Company will authorize agents, underwriters or dealers
to solicit offers by certain specified entities to purchase Debt
Securities of a series from the Company at the public offering
price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a speci-
fied date. Such contracts will be subject only to those condi-
tions set forth in such Prospectus Supplement. Such Prospectus
Supplement will set forth the commissions payable for solicita-
tion of such contracts.
Agents and underwriters may be entitled under agree-
ments entered into with the Company to indemnification by the
Company against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribution
with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may
be customers of, engage in transactions with, or perform services
for the Company or its affiliates in the ordinary course of
business.
The Debt Securities may not be offered or sold in Great
Britain, by means of this Prospectus, any Prospectus Supplement
or any other document, other than to persons whose ordinary busi-
ness is to buy or sell shares or debentures, whether as principal
or agent (except in circumstances that do not constitute an offer
to the public within the meaning of the Companies Act 1985), nor
may this Prospectus, any Prospectus Supplement or any other
offering material relating to the Debt Securities be distributed
in or from Great Britain (except by persons permitted to do so
under the securities laws of Great Britain) otherwise than to
persons whose ordinary business involves the acquisition and dis-
posal, or the holding, of securities, whether as principal or as
agent.
LEGAL MATTERS
Certain legal matters in connection with the Debt Secu-
rities will be passed on for the Company by Clifford B. Storms,
Esq., Senior Vice President and General Counsel of the Company.
As of December 13, 1995, Mr. Storms owned beneficially and of
record 33,305 shares of the Company's common stock and owned cur-
rently exercisable stock options to purchase an additional 20,937
shares of such common stock.
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<PAGE>
EXPERTS
The financial statements of CPC International Inc. and
its consolidated subsidiaries as of December 31, 1994, 1993 and
1992 and for each of the years in the three-year period ended
December 31, 1994, incorporated by reference herein and elsewhere
in the Registration Statement, have been incorporated herein in
reliance upon the report (incorporated by reference herein) of
KPMG Peat Marwick LLP, independent certified public accountants,
given on the authority of that firm as experts in auditing and
accounting.
The consolidated balance sheet of Kraft Foods Bakery as
of October 2, 1995 and its consolidated statements of earnings
and cash flows for the 41 week period then ended, incorporated by
reference herein, have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P., independent certified
public accountants, given on the authority of that firm as
experts in auditing and accounting.
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<PAGE>
No dealer, salesperson or other indivi- $700,000,000
dual has been authorized to give any
information or to make any represen-
tations other than those contained
in this Prospectus in connection
with the offer made by this Prospec-
tus and, if given or made, such
information or representations must
not be relied upon as having been
authorized by the Company or by any
underwriter or agent. Neither the
delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create an implication
that there has been any change in
the affairs of the Company since the CPC International Inc.
date hereof. This Prospectus does
not constitute an offer or solicita-
tion by anyone in any jurisdiction
in which such offer or solicitation
is not authorized or in which the
person making such offer or solici-
tation is not qualified to do so or Debt Securities
to anyone to whom it is unlawful to
make such offer or solicitation.
[LOGO]
_____________
Table of Contents
Page
Available Information.............
Incorporation of Certain Documents
by Reference...................
The Company.......................
Ratios of Earnings to Fixed
Charges........................
Use of Proceeds...................
Description of Debt Securities....
Plan of Distribution.............. Prospectus
Legal Matters.....................
Experts........................... Dated , 199
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution
The following table sets forth the estimated amounts of
expenses, other than underwriting or agency discounts or commis-
sions, expected to be incurred by the Registrant in connection
with the offering and sale of the Debt Securities registered
hereby:
Expense Amount
------- ------
Securities and Exchange Commission
registration fee .......................... $189,656
Legal fees and expenses....................... 96,000
Printing expenses ............................ 86,000
Accounting fees and expenses ................. 40,000
Blue sky fees and expenses ................... 37,550
Trustee's fees ............................... 20,000
Rating agency fees .......................... 150,000
Miscellaneous expenses ....................... 10,794
-------
Total ............................. $630,000
--------
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
provides for indemnification of directors and officers against
any legal liability (other than liability arising from derivative
suits) if the officer or director acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed
to the best interests of the corporation. In criminal actions,
the officer or director must also have had no reasonable cause to
believe that his or her conduct was unlawful. A corporation may
indemnify an officer or director in a derivative suit if the
officer or director acted in good faith and in a manner that he
or she reasonably believed to be in or not opposed to the best
interests of the corporation unless the officer or director is
found liable to the corporation. However, if the Court of Chan-
cery or the court in which the officer or director was found lia-
ble determines that the officer or director is fairly and
II-1
<PAGE>
reasonably entitled to indemnity, then the Court of Chancery or
such other court may permit indemnity for such officer or direc-
tor to the extent it deems proper.
The Registrant's Certificate of Incorporation provides
that a director of the Registrant shall not be personally liable
to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for
(i) any breach of the director's duty of loyalty to the Regis-
trant or its stockholders, (ii) acts or omissions not in good
faith or that involve intentional misconduct or a knowing viola-
tion of law, (iii) payment of an improper dividend or for an
improper repurchase or redemption of the stock of the Corporation
in violation of Section 174 of the Delaware General Corporation
Law or (iv) transactions in which the director derives any
improper personal benefit.
Article VII of the By-laws of the Registrant contains
provisions requiring indemnification by the Registrant of its
past and present directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to
time. These provisions extend to expenses reasonably incurred by
the director or officer in defense or settlement of any such
action or proceeding, whether civil, criminal, administrative or
investigative.
The By-laws provide that the Registrant may purchase
and maintain insurance to protect any person against any lia-
bility or expense asserted against or incurred by such person in
connection with any proceeding, whether or not the Registrant
would have the power to indemnify such person against such lia-
bility or expense by law or under the By-laws or otherwise. Pur-
suant to this provision, the Registrant has entered into a Direc-
tors' and Officers' Liability and Registrant Reimbursement Lia-
bility Insurance Policy.
The Registrant's By-laws also provide that indemnifica-
tion thereunder is not exclusive and that the Registrant may,
among other things, enter into indemnification agreements. The
Registrant has entered into indemnification agreements with each
of its directors and officers providing that the indemnification
provisions in effect under the By-laws at the time such agree-
ments were entered into will continue to apply with respect to
such directors and officers, regardless of any subsequent change
in the By-laws. The indemnification agreements also establish
procedures governing claims thereunder, including procedures with
respect to the review and advancement of expenses claimed and, in
the event of a change in control (as defined therein), the
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<PAGE>
creation of a trust into which funds would be deposited (promptly
after such change) in an amount sufficient to satisfy reasonably
anticipated expenses arising under such agreements.
Reference is made to Section 7 of the form of Under-
writing Agreement filed as Exhibit 1.1 to this Registration
Statement for a description of the indemnification arrangements
expected to be provided if the offering of the securities being
registered is made through underwriters.
Item 16. Exhibits
Exhibit
No. Description of Exhibit
------- ----------------------
1.1* Proposed form of Underwriting Agreement (including
form of Delayed Delivery Contract).
4.1 Indenture dated as of April 15, 1988 between the
Registrant and Bankers Trust Company, as Trus-
tee. Incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form
S-3 (File No. 33-20813) as filed on March 24,
1988.
4.2* First Supplemental Indenture and Amendment dated
as of March 2, 1994 to the Indenture dated as of
April 15, 1988 between the Registrant and Bank-
ers Trust Company, as Trustee.
4.3 Form of Registered Debt Security. Incorporated by
reference to Exhibit 4.3 to the Company's Regis-
tration Statement on Form S-3 (File No.33-
52213) as filed on February 9, 1994.
4.4 Form of Bearer Debt Security. Incorporated by
reference to Exhibit 4.4 to the Company's Regis-
tration Statement on Form S-3 (File No. 33-
52213) as filed on February 9, 1994.
5* Opinion of Clifford B. Storms, Esq., Senior Vice
President and General Counsel of the Registrant.
12* Statement regarding computation of ratios of earn-
ings to fixed charges.
23.1* Consent of KPMG Peat Marwick LLP, independent
accountants.
23.2* Consent of Coopers & Lybrand L.L.P., independent
accountants.
_________________________
* Filed herewith.
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<PAGE>
23.3* Consent of Clifford B. Storms, Esq., Senior Vice
President and General Counsel of the Registrant
(included in opinion filed as Exhibit 5).
24* Powers of attorney.
25* Form T-1, Statement of Eligibility of Bankers
Trust Company, as Trustee, under the Indenture
between the Registrant and Bankers Trust Com-
pany, as Trustee.
All exhibits other than those listed above are omitted
because of the absence of the conditions under which they are
required.
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act 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 this
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this 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
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<PAGE>
of such securities at that time shall be deemed to the ini-
tial bona fide offering thereof; and
(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.
(b) The 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 securi-
ties at that time shall be deemed to be the initial bona fide
offering thereof.
(c) 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 to in Item 15 above, the Registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as
expressed in such 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 Regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the Regis-
trant 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 indemnifica-
tion by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Borough of Englewood Cliffs, State of New Jersey, on the 20th
day of December, 1995.
CPC INTERNATIONAL INC.
By: /s/ Charles R. Shoemate
-----------------------------
Charles R. Shoemate, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated, on the 20th day of December, 1995.
Signature Title
--------- -----
/s/ Charles R. Shoemate Chairman and Chief Executive
- ---------------------------
(Charles R. Shoemate) Officer and Director
/s/ Konrad Schlatter Senior Vice President and
- ---------------------------
(Konrad Schlatter) Chief Financial Officer
/s/ James W. Ripley Comptroller and Principal
- ---------------------------
(James W. Ripley) Accounting Officer
*
- --------------------------- Director
(Theodore H. Black)
* Director
- ----------------------------
(Alfred C. DeCrane, Jr.)
II-6
<PAGE>
Director
- ----------------------------
(William C. Ferguson)
* Director
- ----------------------------
(Robert J. Gillespie)
* Director
- ----------------------------
(Ellen R. Gordon)
* Director
- ----------------------------
(George V. Grune)
* Director
- ----------------------------
(Leo I. Higdon, Jr.)
* Director
- ----------------------------
(Richard G. Holder)
* Director
- ----------------------------
(Eileen S. Kraus)
* Director
- ----------------------------
(Alain Labergere)
* Director
- ----------------------------
(William S. Norman)
*By /s/ John B. Meagher
-----------------------
(John B. Meagher)
Attorney-in-Fact
II-7
<PAGE>
Exhibit Index to Exhibits Page
No. Number
------- ------
1.1* Proposed form of Underwriting Agree-
ment (including form of Delayed
Delivery Contract).
4.1 Indenture dated as of April 15, 1988
between the Registrant and Bankers
Trust Company, as Trustee. Incorpo-
rated by reference to Exhibit 4.1 to
the Company's Registration Statement
on Form S-3 (File No. 33-20813) as
filed on March 24, 1988.
4.2* First Supplemental Indenture and
Amendment dated as of March 2, 1994
to the Indenture dated as of
April 15, 1988 between the Regis-
trant and Bankers Trust Company, as
Trustee.
4.3 Form of Registered Debt Security.
Incorporated by reference to
Exhibit 4.3 to the Company's Regis-
tration Statement on Form S-3 (File
No. 33-52213) as filed on
February 9, 1994.
4.4 Form of Bearer Debt Security. Incor-
porated by reference to Exhibit 4.4
to the Company's Registration State-
ment on Form S-3 (File No. 33-52213)
as filed on February 9, 1994.
5* Opinion of Clifford B. Storms, Esq.,
Senior Vice President and General
Counsel of the Registrant.
12* Statement regarding computation of
ratios of earnings to fixed charges.
23.1* Consent of KPMG Peat Marwick LLP,
independent accountants.
23.2* Consent of Coopers & Lybrand L.L.P.,
independent accountants
23.3* Consent of Clifford B. Storms, Esq.,
Senior Vice President and General
Counsel of the Registrant (included
in opinion filed as Exhibit 5).
_________________________
* Filed herewith.
II-8
<PAGE>
24* Powers of attorney.
25* Form T-1, Statement of Eligibility of
Bankers Trust Company, as Trustee,
under the Indenture between the Reg-
istrant and Bankers Trust Company,
as Trustee.
_________________________
* Filed herewith.
II-9
EXHIBIT 1.1
CPC International Inc.
[Title of Debt Securities]
Underwriting Agreement
New York, New York
[Date]
To the Representatives named
in Schedule I hereto of
the Underwriters named in
Schedule II hereto
Ladies and Gentlemen:
CPC International, Inc., a Delaware corporation (the
"Company") proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the
principal amount of its securities identified in Schedule I
hereto (the "Securities") to be issued under an indenture dated
as of April 15, 1988, as amended by the First Supplemental
Indenture and Amendment dated March 2, 1994 (collectively, the
"Indenture") between the Company and Bankers Trust Company, as
trustee (the "Trustee"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and
"Representatives", as used herein, shall each be deemed to
refer to such firm or firms.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each Underwriter
as set forth below in this Section 1. Certain terms used in
this Section 1 are defined in paragraph (c) hereof.
a. If the offering of the Securities is a Delayed
Offering (as specified in Schedule I hereto), paragraph
(i) below is applicable and, if the offering of the
Securities is a Non-Delayed Offering (as so specified),
paragraph (ii) below is applicable.
(i) The Company meets the requirements for
the use of Form S-3 under the Securities Act of
<PAGE>
1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a
registration statement (the file number of which is
set forth in Schedule I hereto) on such Form,
including a basic prospectus, for registration
under the Act of the offering and sale of the
Securities. The Company may have filed one or more
amendments thereto, and may have used a Preliminary
Final Prospectus, each of which has previously been
furnished to you. Such registration statement, as
so amended, has become effective. The offering of
the Securities is a Delayed Offering and,
accordingly, it is not necessary that any further
information, with respect to the Securities and the
offering thereof required by the Act and the rules
thereunder to be included in the Final Prospectus,
be included in an amendment to such registration
statement prior to the Effective Date. The Company
will next file with the Commission pursuant to
Rules 415 and 424(b)(2) or (5) a final supplement
to the form of prospectus included in such
registration statement relating to the Securities
and the offering thereof. As filed, such final
prospectus supplement shall include all required
information with respect to the Securities and the
offering thereof and, except to the extent the
Representatives shall agree in writing to a
modification, shall be in all substantive respects
in the form furnished to you prior to the Execution
Time or, to the extent not completed at the
Execution Time, shall contain only such specific
additional information and other changes (beyond
that contained in the Basic Prospectus and any
Preliminary Final Prospectus) as the Company has
advised you, prior to the Execution Time, will be
included or made therein.
(ii) The Company meets the requirements for
the use of Form S-3 under the Act and has filed
with the Commission a registration statement (the
file number of which is set forth in Schedule I
hereto) on such Form, including a basic prospectus,
for registration under the Act of the offering and
sale of the Securities. The Company may have filed
one or more amendments thereto, including a
Preliminary Final Prospectus, each of which has
previously been furnished to you. The Company will
next file with the Commission either (x) a final
prospectus supplement relating to the Securities in
accordance with Rules 430A and 424(b)(1) or (4), or
(y) prior to the effectiveness of such registration
<PAGE>
statement, an amendment to such registration
statement, including the form of final prospectus
supplement. In the case of clause (x), the Company
has included in such registration statement, as
amended at the Effective Date, all information
(other than Rule 430A Information) required by the
Act and the rules thereunder to be included in the
Final Prospectus with respect to the Securities and
the offering thereof. As filed, such final
prospectus supplement or such amendment and form of
final prospectus supplement shall contain all Rule
430A Information, together with all other such
required information, with respect to the
Securities and the offering thereof and, except to
the extent the Representatives shall agree in
writing to a modification, shall be in all
substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only
such specific additional information and other
changes (beyond that contained in the Basic
Prospectus and any Preliminary Final Prospectus) as
the Company has advised you, prior to the Execution
Time, will be included or made therein.
b. On the Effective Date, the Registration
Statement did or will, and when the Final Prospectus is
first filed (if required) in accordance with Rule 424(b)
and on the Closing Date, the Final Prospectus (and any
supplement thereto) will, comply in all material
respects with the applicable requirements of the Act and
the Securities Exchange Act of 1934 (the "Exchange Act")
and the respective rules thereunder; on the Effective
Date, the Registration Statement 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 to make the statements therein not
misleading; on the Effective Date and on the Closing
Date the Indenture did or will comply in all material
respects with the requirements of the Trust Indenture
Act of 1939 (the "Trust Indenture Act") and the rules
thereunder; and, on the Effective Date, the Final
Prospectus, if not filed pursuant to Rule 424(b), did
not or will not, and on the date of any filing pursuant
to Rule 424(b) and on the Closing Date, the Final
Prospectus (together with any supplement thereto) will
not, include 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
<PAGE>
representations or warranties as to (i) that part of the
Registration Statement which shall constitute the
Statement of Eligibility (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement
or the Final Prospectus (or any supplement thereto) in
reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of
any Underwriter through the Representatives specifically
for use in connection with the preparation of the
Registration Statement or the Final Prospectus (or any
supplement thereto).
c. The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term
"the Effective Date" shall mean each date that the
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 prospectus
referred to in paragraph (a) above contained in the
Registration Statement at the Effective Date including,
in the case of a Non-Delayed Offering, any Preliminary
Final Prospectus. "Preliminary Final Prospectus" shall
mean any preliminary prospectus supplement to the Basic
Prospectus which describes the Securities and the
offering thereof and is used prior to filing of the
Final Prospectus. "Final Prospectus" shall mean the
prospectus supplement relating to the Securities that is
first filed pursuant to Rule 424(b) after the Execution
Time, together with the Basic Prospectus or, if, in the
case of a Non-Delayed Offering, no filing pursuant to
Rule 424(b) is required, shall mean the form of final
prospectus relating to the Securities, including the
Basic Prospectus, included in the Registration Statement
at the Effective Date. "Registration Statement" shall
mean the registration statement referred to in paragraph
(a) above, including incorporated documents, exhibits
and financial statements, as amended at the Execution
Time (or, if not effective at the Execution Time, in the
form in which it shall become effective) and, in the
event any post-effective amendment thereto becomes
effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement as
so amended. Such term shall include any Rule 430A
Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rue 415",
"Rule 424", "Rule 430A" and "Regulation SK" refer to
such rules and regulations under the Act. "Rule 430A
Information" means information with respect to the
<PAGE>
Securities and the offering thereof permitted to be
omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A. Any reference herein
to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include 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 the Registration Statement
or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as
the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of
any document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date of
the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus, as the case may be, deemed to
be incorporated therein by reference. A "Non-Delayed
Offering" shall mean an offering of securities which is
intended to commence promptly after the effective date
of a registration statement, with the result that,
pursuant to Rules 415 and 430A, all information (other
than Rule 430A Information) with respect to the
securities so offered must be included in such
registration statement at the effective date thereof. A
"Delayed Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence promptly
after the effective date of a registration statement
with the result that only information required pursuant
to Rule 415 need be included in such registration
statement at the effective date thereof with respect to
the securities so offered. Whether the offering of the
Securities is a Non-Delayed Offering or a Delayed
Offering shall be set forth in Schedule I hereto.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto, the principal amount of
Securities set forth opposite such Underwriter's name in
Schedule II hereto, except that, if Schedule I hereto
provides for the sale of Securities pursuant to delayed
delivery arrangements, the respective principal amounts of
Securities to be purchased by the Underwriters shall be as
set forth in Schedule II hereto less the respective amounts
of Contract Securities determined as provided below.
<PAGE>
Securities to be purchased by the Underwriters are herein
sometimes called the "Underwriters' Securities" and
Securities to be purchased pursuant to Delayed Delivery
Contracts as hereinafter provided are herein called "Contract
Securities".
If so provided in Schedule I hereto, the
Underwriters are authorized to solicit offers to purchase
Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts") substantially in the
form of Schedule III hereto but with such changes therein as
the Company may authorize or approve. The Underwriters will
endeavor to make such arrangements and, as compensation
therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the
percentage set forth in Schedule I hereto of the principal
amount of the Securities for which Delayed Delivery Contracts
are made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings
banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. The
Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as
the Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the aggregate
principal amount of Contract Securities may not exceed the
maximum aggregate principal amount set forth in Schedule I
hereto. The Underwriters will not have any responsibility in
respect of the validity or performance of Delayed Delivery
Contracts. The principal amount of Securities to be
purchased by each Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the
same proportion to the total principal amount of Contract
Securities as the principal amount of Securities set forth
opposite the name of such Underwriter bears to the aggregate
principal amount set forth in Schedule II hereto, except to
the extent that you determine that such reduction shall be
otherwise than in such proportion and so advise the Company
in writing; provided, however, that the total principal
amount of Securities to be purchased by all Underwriters
shall be the aggregate principal amount set forth in Schedule
II hereto less the aggregate principal amount of Contract
Securities.
3. Delivery and Payment. Delivery of and payment
for the Underwriters' Securities shall be made at the office,
on the date and at the time specified in Schedule I hereto
(or such later date not later than five business days after
such specified date as the Representatives shall designate),
<PAGE>
which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 8
hereof (such date and time of delivery and payment for the
Underwriters' Securities being herein called the "Closing
Date"). Delivery of the Underwriters' Securities shall be
made to the Representatives for the respective accounts of
the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by
certified or official bank check or checks drawn on or by a
New York Clearing House bank and payable in next day funds or
by wire transfer in same-day funds to an account or accounts
designated by the Company (the Company shall pay the
Representatives the overnight cost of providing such
immediately available funds). Certificates for the
Underwriters' Securities shall be registered in such names
and in such denominations as the Representatives may request
not less than two full business days in advance of the
Closing Date.
The Company agrees to have the Underwriters'
Securities available for inspection, checking and packaging
by the Representatives in New York, New York, not later than
1:00 PM on the business day prior to the Closing Date.
4. Agreements. The Company agrees with the
several Underwriters that:
a. The Company will use its best efforts to cause
the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, to become
effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment
of the Registration Statement or supplement (including
the Final Prospectus or any Preliminary Final
Prospectus) to the Basic Prospectus unless the Company
has furnished you with a copy for your review prior to
filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to
the foregoing sentence, the Company will cause the Final
Prospectus, properly completed, and any supplement
thereto 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 the Representatives of such timely filing. The
Company will promptly advise the Representatives (i)
when the Registration Statement, if not effective at the
Execution Time, and any amendment thereto, shall have
become effective, (ii) when the Final Prospectus, and
any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b), (iii) when, prior to
<PAGE>
termination of the offering of the Securities, any
amendment to the Registration Statement shall have been
filed or become effective, (iv) of any request by the
Commission for any amendment of the Registration
Statement or supplement to the Final Prospectus or for
any additional information, (v) of the issuance by the
Commission of any stop order suspending the
effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (vi) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its
best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the
withdrawal thereof.
b. If, at any time when a prospectus relating to
the Securities is required to be delivered under the
Act, any event occurs as a result of which the Final
Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any
material fact necessary in order 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 the Registration Statement or
supplement the Final Prospectus to comply with the Act
or the Exchange Act or the respective rules thereunder,
the Company promptly will prepare and file with the
Commission, subject to the second sentence of paragraph
(a) of this Section 4, an amendment or supplement which
will correct such statement or omission or effect such
compliance.
c. As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of
the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158
under the Act.
d. The Company will furnish to the
Representatives and counsel for the Underwriters,
without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of
a prospectus by an Underwriter or dealer may be required
by the Act, as many copies of any Preliminary Final
Prospectus and the Final Prospectus and any supplement
thereto as the Representatives may reasonably request.
<PAGE>
The Company will pay the expenses of printing or other
production of all documents relating to the offering.
e. The Company will furnish to the
Representatives and their counsel such information as
may be reasonably required by and otherwise to cooperate
with, the Representatives in qualifying the Securities
for offering and sale under the securities or blue sky
laws of such states as the Representatives may designate
(including the provisions of Florida blue sky law, if
requested, relating to issuers doing business with Cuba)
and to maintain such qualifications in effect as long as
required for the distribution of the Securities,
provided that the Company shall not be required to
qualify as a foreign corporation or a dealer or to
consent to the service of process under the laws of any
such state (except service of process with respect to
the offering and sale of the Securities) or to take any
action which would or could subject the Company to
taxation in any state where it is not now so subject;
and to promptly advise the Representatives of the
receipt by the Company of any notification with respect
to the suspension of the qualification of the Securities
for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose.
5. Conditions to the Obligations of the Under-
writers. The obligations of the Underwriters to purchase the
Underwriters' Securities shall be subject to the accuracy of
the representations and warranties on the part of the Company
contained herein as of the Execution Time and the 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 the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the
Registration Statement will become effective not later
than (i) 6:00 P.M., New York City time, on the date of
determination of the public offering price, if such
determination occurred at or prior to 3:00 P.M., New
York City time, on such date or (ii) 12:00 Noon, New
York City time, on the business day following the day on
which the public offering price was determined, if such
determination occurred after 3:00 P.M., New York City
time, on such date; if filing of the Final Prospectus,
or any supplement thereto, is required pursuant to Rule
424(b), the Final Prospectus, and any such supplement,
shall have been filed in the manner and within the time
<PAGE>
period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
b. The Company shall have furnished to the
Representatives the opinion of Clifford B. Storms, Esq.,
Senior Vice President and General Counsel for the
Company, dated the Closing Date, to the effect that:
(i) each of the Company and the Subsidiaries
of the Company set forth in Schedule IV hereto
(individually a "Subsidiary" and collectively the
"Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the jurisdiction in which it is
chartered or organized (which jurisdiction is set
forth in Schedule IV hereto), with full corporate
power and authority to own its properties and
conduct its business as described in the Final
Prospectus, and is duly qualified to do business as
a foreign corporation and is in good standing under
the laws of each jurisdiction which requires such
qualification wherein it owns or leases material
properties or conducts material business;
(ii) all the outstanding shares of capital
stock of each Subsidiary have been duly and validly
authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth
in the Final Prospectus, all outstanding shares of
capital stock of the Subsidiaries are owned by the
Company either directly or through wholly owned
subsidiaries free and clear of any perfected
security interest and, to the knowledge of such
counsel after due inquiry, any other security
interests, claims, liens or encumbrances;
(iii) the Company's authorized equity
capitalization is as set forth in the Final
Prospectus; the Securities conform in all material
respects to the description thereof contained in
the Final Prospectus; [if the Securities are to be
listed on any stock exchange, insert: and
authorization for listing on the
Exchange has been given, subject to official notice
of issuance and evidence of satisfactory
distribution, or the Company has filed a
preliminary listing application and all required
supporting documents with respect to the Securities
with such stock exchange and such counsel has no
<PAGE>
reason to believe that the Securities will not be
authorized for listing, subject to official notice
of issuance and evidence of satisfactory
distribution;]
(iv) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving the
Company or any of its subsidiaries, of a character
required to be disclosed in the Registration
Statement which is not adequately disclosed in the
Final Prospectus, and there is no franchise,
contract or other document of a character required
to be described in the Registration Statement or
Final Prospectus, or to be filed as an exhibit,
which is not described or filed as required; and
the statements included or incorporated in the
Final Prospectus describing any legal proceedings
or material contracts or agreements relating to the
Company fairly summarize such matters in all
material respects;
(v) no consent, approval, authorization or
order of any court or governmental agency or body
is required for the consummation of the
transactions contemplated herein or in any Delayed
Delivery Contracts, except such as have been
obtained under the Act and such as may be required
under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of
the Securities by the Underwriters and such other
approvals (specified in such opinion) as have been
obtained;
(vi) neither the execution and delivery of the
Indenture, the issue and sale of the Securities,
nor the consummation of any other of the
transactions herein contemplated nor the
fulfillment of the terms hereof or of any Delayed
Delivery Contracts will conflict with, result in a
breach of, or constitute a default under the
charter or by-laws of the Company or the terms of
any indenture or other agreement or instrument
known to such counsel and to which the Company or
any of its subsidiaries is a party or bound, or any
order or regulation known to such counsel to be
applicable to the Company or any of its
subsidiaries of any court, regulatory body,
administrative agency, governmental body or
arbitrator having jurisdiction over the Company or
<PAGE>
any of its subsidiaries, except for such conflict,
breach or default which, whether individually or in
the aggregate, would not be expected to have to
have a material adverse affect on the operations
business or financial condition of the Company and
its subsidiaries, taken as a whole; and
(vii) no holders of securities of the Company
have rights to the registration of such securities
under the Registration Statement.
In addition, such counsel shall state that it has
participated in conferences with officers and other
representatives of the Company, representatives of the
independent public accountants of the Company and
representatives of the Underwriters, at which the
contents of the Registration Statement and Prospectus
were discussed and, although such counsel has not
independently verified, is not passing upon and does not
assume responsibility for, the accuracy, completeness or
fairness of the statements contained in the Registration
Statement or Prospectus, no facts have come to the
attention of such counsel, in the course of such
participation, that causes it to believe that the
Registration Statement, or any post-effective amendment
thereto, as of the date it was declared effective,
contained an untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or that the Prospectus or any supplement
thereto, at the date of such Prospectus or such
supplement and at all times up to and including the
Closing Date, contained or contains an untrue statement
of a material fact or omitted or omits to state a
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 (it being understood that such counsel need
express no opinion with respect to the financial
statements and schedules and other financial and
statistical data included in the Registration Statement
or Prospectus or with respect to the Trustee's Statement
of Eligibility on Form T-1).
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the corporate laws of the State
of Delaware or the laws of the State of New York or the
United States, to the extent deemed proper and specified
in such opinion, upon the opinion of other counsel of
good standing believed to be reliable and who are
<PAGE>
satisfactory to counsel for the Underwriters and (B) as
to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and
public officials. References to the Final Prospectus in
this paragraph (b) include any supplements thereto at
the Closing Date.
c. The Company shall have furnished to the
Representatives the opinion of a law firm designated by
the Company and reasonably acceptable to the
Representatives or from Clifford B. Storms, Esq., Senior
Vice President and General Counsel for the Company,
dated the Closing Date, to the effect that:
(i) the Indenture has been duly authorized,
executed and delivered by the Company, has been
duly qualified under the Trust Indenture Act, and
assuming due authorization, execution and delivery
thereof by the Trustee, constitutes a legal, valid
and binding instrument enforceable against the
Company in accordance with its terms, except as
enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other
laws relating to or affecting creditors' rights
generally, by general equitable principles
(regardless of whether such enforceability is
considered in a proceeding in equity or at law) or
by an implied covenant of good faith and fair
dealing; and the Securities have been duly
authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters
pursuant to this Agreement, in the case of the
Underwriters' Securities, or by the purchasers
thereof pursuant to Delayed Delivery Contracts, in
the case of any Contract Securities, will
constitute legal, valid and binding obligations of
the Company entitled to the benefits of the
Indenture, except as enforceability may be limited
by bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or affecting
creditors' rights generally, by general equitable
principles (regardless of whether such
enforceability is considered in a proceeding in
equity or at law) or by an implied covenant of good
faith and fair dealing;
(ii) the Registration Statement and any
amendments thereof, have become effective under the
Act; any required filing of the Basic Prospectus,
any Preliminary Final Prospectus and the Final
<PAGE>
Prospectus, and any supplements thereto, pursuant
to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); and
to the best knowledge of such counsel, no stop
order suspending the effectiveness of the
Registration Statement as amended has been issued,
no proceedings for that purpose have been
instituted or threatened, and the Registration
Statement and the Final Prospectus (other than the
financial statements and other financial and
statistical information contained therein as to
which such counsel need express no opinion) comply
as to form in all material respects with the
applicable requirements of the Act and the Exchange
Act and the respective rules and regulations
thereunder;
(iii) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company;
In addition, such counsel shall state that it has
participated in conferences with officers and other
representatives of the Company, representatives of the
independent public accountants of the Company and
representatives of the Underwriters, at which the
contents of the Registration Statement and Prospectus
were discussed and, although such counsel has not
independently verified, is not passing upon and does
not assume responsibility for, the accuracy,
completeness or fairness of the statements contained in
the Registration Statement or Prospectus, no facts have
come to the attention of such counsel, in the course of
such participation, that causes it to believe that the
Registration Statement, or any post-effective amendment
thereto, as of the date it was declared effective,
contained an untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or that the Prospectus or any supplement
thereto, at the date of such Prospectus or such
supplement and at all times up to and including the
Closing Date, contained or contains an untrue statement
of a material fact or omitted or omits to state a
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 (it being understood that such
counsel need express no opinion with respect to the
financial statements and schedules and other financial
and statistical data included in the Registration
<PAGE>
Statement or Prospectus or with respect to the
Trustee's Statement of Eligibility on Form T-1).
In rendering such opinion, such counsel may rely (A) as
to matters involving the application of laws of any
jurisdiction other than the corporate laws of the State
of Delaware or the laws of the State of New York or the
United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Underwriters
and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the
Company and public officials. References to the Final
Prospectus in this paragraph (c) include any
supplements thereto at the Closing Date.
d. The Representatives shall have received from
a law firm, which law firm shall be designated by the
Company and approved by the Representatives to act as
counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance
and sale of the Securities, the Indenture, any Delayed
Delivery Contracts, the Registration Statement, the
Final Prospectus (together with any supplement thereto)
and other related matters as the Representatives may
reasonably require, and the Company shall have
furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon
such matters.
e. The Company shall have furnished to the
Representatives a certificate of the Company, signed by
the Chairman of the Board or the President or a Senior
Vice President and the Treasurer or the Comptroller of
the Company, dated the Closing Date, to the effect that
the signers of such certificate have carefully examined
the Registration Statement, the Final Prospectus, any
supplement to the Final 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 Closing Date
with the same effect as if made on the Closing Date
and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to
the Closing Date;
<PAGE>
(ii) no stop order suspending the
effectiveness of the Registration Statement has
been issued and no proceedings for that purpose
have been instituted or, to the actual knowledge of
such officers, threatened; and
(iii) since the date of the most recent
financial statements included in the Final
Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the
condition (financial or other), earnings, business
or properties of the Company and its subsidiaries,
whether or not arising from transactions in the
ordinary course of business, except as set forth in
or contemplated in the Final Prospectus (exclusive
of any supplement thereto).
f. The Representatives shall have received from
the Company's independent public accountants letters
dated, respectively, as of the Execution Time and the
Closing Date, and addressed to the Underwriters
containing statements and information of the type
customarily included in accountants' "comfort letters"
to underwriters.
g. Subsequent to the Execution Time or, if
earlier, the dates as of which information is given in
the Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any
change or decrease specified in the letter or letters
referred to in paragraph (e) of this Section 5 or (ii)
any change, or any development involving a prospective
change, in or affecting the business or properties of
the Company or its subsidiaries, the effect of which in
any case referred to in clause (i) or (ii) above, is, in
the reasonable judgment of the Representatives, so
material and adverse as to make it impractical or
inadvisable to proceed with the offering or the delivery
of the Securities as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the
Final Prospectus (exclusive of any supplement thereto).
h. Subsequent to the Execution Time, there shall
not have been any decrease in the ratings of any of the
Company's debt securities by Moody's Investors Service,
Inc. or Standard & Poor's Corporation.
i. Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
<PAGE>
information, certificates and documents as the
Representatives may reasonably request.
j. The Company shall have accepted Delayed
Delivery Contracts in any case where sales of Contract
Securities arranged by the Underwriters have been
approved by the Company.
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 the Representatives and
its counsel, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the Representatives. Notice of
such cancellation shall be given to the Company in writing or
by telephone or telegraph confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If
the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by any
of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all reasonable
out-of-pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the
Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each
Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration
statement for the registration of the Securities as
originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement
<PAGE>
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or
action; 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 arises out of or is based upon any
such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company
by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the
preparation thereof and (ii) such indemnity with respect to
the Basic Prospectus or any Preliminary Final Prospectus
shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person
did not receive a copy of the Final Prospectus (or the Final
Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the
sale of such Securities 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 Basic Prospectus
or any Preliminary Final Prospectus was corrected in the
Final Prospectus (or the Final Prospectus as supplemented).
This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
b. Each Underwriter severally agrees to indemnify
and hold harmless the Company, each of its directors, each of
its officers who signs the 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 each Underwriter, but
only with reference to written information relating to such
Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use
in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in
addition to any liability which any Underwriter may otherwise
have. The Company acknowledges that the statements set forth
in the last paragraph of the cover page, under the headings
"Underwriting" and "Plan of Distribution" and, if Schedule I
hereto provides for sales of Securities pursuant to delayed
delivery arrangements, in the last sentence under the heading
"Delayed Delivery Arrangements" in any Preliminary Final
Prospectus or the Final Prospectus constitute the only
<PAGE>
information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred
to in the foregoing indemnity, and you, as the
Representatives, confirm that such statements are correct.
c. Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of
the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than
under this Section 7. In case any such action is brought
against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to appoint counsel
satisfactory to such indemnified party to represent the
indemnified party in such action; provided, however, that if
the defendants in any such action include both the
indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate
counsel to defend such action on behalf of such indemnified
party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election
so to appoint counsel to defend such action and approval by
the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to
the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the
expenses of more than one separate counsel, approved by the
Representatives in the case of paragraph (a) of this
Section 7, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party
has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such
clause (i) or (iii).
<PAGE>
d. In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 7 is due in
accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy
or otherwise, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same)
to which the Company and one or more of the Underwriters may
be subject in such proportion so that the Underwriters are
responsible for that portion represented by the percentage
that the underwriting discount bears to the sum of such
discount and the purchase price of the Securities specified
in Schedule I hereto and the Company is responsible for the
balance; provided, however, that (y) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting
discount applicable to the Securities purchased by such
Underwriter hereunder and (z) 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. For
purposes of this Section 7, each person who controls an
Underwriter within the meaning of the Act shall have the same
rights to contribution as such Underwriter, and each person
who controls the Company within the meaning of either the Act
or the Exchange Act, each officer of the Company who shall
have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the
Company, subject in each case to clause (z) of this paragraph
(d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against another party or parties
under this paragraph (d), notify such party or parties from
whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than
under this paragraph (d).
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or
Underwriters hereunder 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 amount of Securities set
<PAGE>
forth opposite their names in Schedule II hereto bears to the
aggregate amount of Securities set forth opposite the names
of all the remaining Underwriters) the Securities which the
defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the
aggregate amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability
to any nondefaulting Underwriter or the Company. In the
event of a default by any Underwriter as set forth in this
Section 8, the closing date shall be postponed for such
period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final 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.
9. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to such
time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the New York, Chicago or
Pacific Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such
Exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii)
there shall have occurred any outbreak or material 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 judgment of the Representatives,
impracticable to market the Securities.
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters 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 any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the
<PAGE>
Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be
in writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, 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 International Plaza,
P.O. Box 8000, Englewood Cliffs, New Jersey 07632, attention
of the Senior Vice President and General Counsel.
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 7 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, without regard to principles of conflicts
of laws.
<PAGE>
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 the several Underwriters.
Very truly yours,
CPC International Inc.
By:
[Title]
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
[[Name of Representative]
_________________________
(name of co-manager, if any)
By: [Name of Representative]
By:
[Title]
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.]
[[Name of Representative]
By:
[Title]
For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.]
<PAGE>
SCHEDULE I
Underwriting Agreement dated
Registration Statement No. 33-
Representative(s): [Name of Representative]
[Name of co-manager, if any]
[Address of Representative]
Attention:
Title, Purchase Price and Description of Securities:
Title:
Principal amount:
Purchase price (include accrued
interest or amortization, if
any):
Sinking fund provisions:
Redemption provisions:
Other provisions:
Closing Date, Time and Location:
Type of Offering: [Delayed Offering] [Non-Delayed Offering]
Delayed Delivery Arrangements:
Fee:
Minimum principal amount of each contract: $
Maximum aggregate principal amount of all contracts: $
<PAGE>
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
$
Total.................... $_____________
<PAGE>
SCHEDULE III
Delayed Delivery Contract
[Date]
Name of Underwriter
[address]
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from CPC
International Inc. (the "Company"), and the Company agrees to
sell the undersigned, on 19 (the "Delivery Date"),
$ principal amount of the Company's (the
"Securities") offered by the Company's prospectus dated
, 19 , and related Prospectus Supplement dated
, 19 , receipt of a copy of which is hereby
acknowledged, at a purchase price of % of the principal
amount thereof, plus [accrued interest] [amortization of
original issue discount], if any, thereon from ,
19 , to the date of payment and delivery, and on the further
terms and conditions set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M., New York
City time, on the Delivery Date to or upon the order of the
Company in New York Clearing House (next day) funds, at your
office or at such other place as shall be agreed between the
Company and the undersigned, upon delivery to the undersigned
of the Securities in definitive fully registered form and in
such authorized denominations and registered in such names as
the undersigned may request by written or telegraphic
communication addressed to the Company not less than three
full business days prior to the Delivery Date. If no request
is received, the Securities will be registered in the name of
the undersigned and issued in a denomination equal to the
aggregate principal amount of Securities to be purchased by
the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery
of and make payment for Securities on the Delivery Date, and
the obligation of the Company to sell and deliver Securities
on the Delivery Date, shall be subject to the conditions (and
neither party shall incur any liability by reason of the
failure thereof) that (1) the purchase of Securities to be
<PAGE>
made by the undersigned, which purchase the undersigned
represents is not prohibited on the date hereof, shall not on
the Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the
Company, on or before the Delivery Date, shall have sold to
certain underwriters (the "Underwriters") such principal
amount of the Securities as is to be sold to them pursuant to
the Underwriting Agreement referred to in the Prospectus and
Prospectus Supplement mentioned above. Promptly after
completion of such sale to the Underwriters, the Company will
mail or delivery 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. The obligation of the
undersigned to take delivery of and make payment for the
Securities, and the obligation of the Company to cause the
Securities to be sold and delivered, shall not be affected by
the failure of any purchaser to take delivery of and make
payment for the Securities pursuant to other contracts
similar to this contract.
This contract will inure to the benefit of and be
binding upon the parties hereto and their respective
successors, but will not be assignable by either party hereto
without the written consent of the other.
It is understood that acceptance of this contract
and other similar contracts is in the Company's sole
discretion and, without limiting the foregoing, need not be
on a first come, first served basis. If this contract is
acceptable to the Company, it is required 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 between the
Company and the undersigned, as of the date first above
written, when such counterpart is so mailed or delivered.
<PAGE>
This agreement shall be governed by and construed
in accordance with the laws of the State of New York, without
regard to principles of conflicts of laws.
Very truly yours,
____________________________________
(Name of Purchaser)
By
(Signature and Title of Officer)
______________________________________
(Address)
Accepted:
CPC International Inc.
By ________________________
[Title]
<PAGE>
SCHEDULE IV
CPC International Inc.
Jurisdiction of
Subsidiaries Incorporation
Arnold Foods Company, Inc. Delaware
Best Foods-Caribbean, Inc. Delaware
S. B. Thomas, Inc. New York
Entenmann's, Inc. Delaware
EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE and AMENDMENT dated as
of March 2, 1994 to the Indenture (the "Indenture") dated as of
April 15, 1988, among CPC International Inc., a Delaware
corporation (the "Company"), and Bankers Trust Company, a New
York banking corporation, as Trustee (the "Trustee").
Capitalized terms used herein without definition have the
meanings assigned to them in the Indenture.
RECITALS
WHEREAS, Section 901(6) of the Indenture provides
that the parties thereto may enter into an indenture
supplemental to the Indenture without the consent of any
Holder the purpose of which is to change or eliminate any of
the provisions of the Indenture; provided that any such change
or elimination shall become effective only when there is no
Debt Security Outstanding created prior to the execution of
such supplemental indenture that is entitled to benefit of such
provision.
WHEREAS, as of the date hereof, there are no Debt
Securities of any series Outstanding.
WHEREAS, all conditions and requirements necessary to
make this supplemental indenture and amendment a valid
instrument that is legally binding on the parties hereto and
the Holder have been satisfied.
Accordingly, the parties hereto agree as follows:
1. Section 101 of the Indenture is herby amended by
inserting the following definitions in there appropriate place:
"'Common Depositary' has the meaning specified in
Section 304."
"'Exchange Date' has the meaning specified in Section
304."
2. Section 101 of the Indenture is hereby amended
by deleting from the definition of "Depositary" the following
phrase: "pursuant to Section 305(d)".
<PAGE>
3. Section 101 of the Indenture is hereby amended
by deleting from the definition of "Global Security" the
following phrase: "and bearing the legend prescribed in
Section 303(c)".
4. Section 101 of the Indenture is hereby amended
by deleting therefrom the definition of "Security Register" and
"Security Registrar" and inserting in their place the
following:
"'Security Register' and 'Security Registrar' have
the respective meanings specified in Section 305."
5. Subclause (10) of Section 301 of the Indenture
is hereby amended by inserting after the phrase "the Depositary
for such Global Security or Securities" the following: ", any
legend to appear thereon".
6. Section 302 through and including Section 310 of
the Indenture are hereby amended in their entirety to read as
follows:
"SECTION 302. Denominations.
Unless otherwise provided as contemplated by Section
301 with respect to the Debt Securities of any series, any
Registered Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof
and any Bearer Securities of such series shall be issuable
in the denomination of $5,000.
SECTION 303. Execution, Authentication,
Delivery and Dating.
The Debt Securities shall be executed on behalf of
the Company by its Chairman of the Board, President, any
Senior Vice President, the Comptroller or the Treasurer,
under its corporate seal reproduced thereon attested by
its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Debt Securities
may be manual or facsimile. Coupons shall bear the
facsimile signature of the Treasurer or any Assistant
Treasurer of the Company.
Debt Securities and coupons bearing the manual or
facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the execution,
<PAGE>
authentication and delivery of such Debt Securities or did
not hold such offices at the date of such Debt Securities.
At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver
Debt Securities of any series, together with any coupons
appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order
for the authentication and delivery of such Debt
Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Debt Securities;
provided, however, that, in connection with its original
issuance, no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and
provided, further, that a Bearer Security may be delivered
in connection with its original issuance only if the
Person entitled to receive such Bearer Security shall have
furnished a certificate in the form set forth in Exhibit
A-1 to this Indenture, dated no earlier than 15 days prior
to the earlier of the date on which such Bearer Security
is delivered and the date on which any temporary global
Debt Security first becomes exchangeable for such Bearer
Security in accordance with the terms of such temporary
global Debt Security and this Indenture and no later than
the date on which such Bearer Security is delivered. If
any Debt Security shall be represented by a permanent
global Bearer Security, then, for purposes of this Section
and Section 304, the notation of a beneficial owner's
interest thereon upon original issuance of such Debt
Security or upon exchange of a portion of a temporary
global Debt Security shall be deemed to be delivery in
connection with its original issuance of such beneficial
owner's interest in such permanent global Debt Security.
Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been
detached and cancelled by the Trustee.
If the forms or terms of the Debt Securities of the
series and any related coupons have been established in or
pursuant to one or more Board Resolutions and set forth in
an Officers' Certificate as permitted by Sections 201 and
301, in authenticating such Debt Securities, and accepting
the additional responsibilities under this Indenture in
relation to such Debt Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel
stating,
<PAGE>
(a) if the forms of such Debt Securities and
any coupons have been established by or pursuant to a
Board Resolution and as set forth in an Officers'
Certificate as permitted by Section 201, that such
forms have been established in conformity with the
provisions of this Indenture;
(b) if the terms of such Debt Securities and
any coupons have been established by or pursuant to a
Board Resolution and as set forth in an Officers'
Certificate as permitted by Section 301, that such
terms have been established in conformity with the
provisions of this Indenture; and
(c) that such Debt Securities, together
with any coupons appertaining thereto, when
authenticated and delivered by the Trustee and issued
by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of
the Company, enforceable in accordance with their
terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general
applicability relating to or affecting the
enforcement of creditors' rights and to general
principles of equity.
If such forms or terms have been so established, the
Trustee shall not be required to authenticate such Debt
Securities if the issue of such Debt Securities pursuant
to this Indenture will affect the Trustee's own rights,
duties or immunities under the Debt Securities and this
Indenture or will otherwise affect the Trustee in a manner
which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of
the two preceding paragraphs, if all Debt Securities of a
series are not to be originally issued at one time, it
shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or
the Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraphs at or prior
to the time of authentication of each Debt Security of
such series if such documents are delivered at or prior to
the authentication upon original issuance of the first
Debt Security of such series to be issued.
A Company Order delivered in the circumstances set
forth in the third preceding paragraph may provide that
Debt Securities which are the subject thereof will be
<PAGE>
authenticated and delivered by the Trustee on original
issue from time to time upon the telephonic or written
order of persons designated in such Company Order
(telephonic instructions to be promptly confirmed in
writing by such persons) and that such persons are
authorized to determine, consistent with the Officers'
Certificate referred to in Section 301 or any applicable
supplemental indenture, such terms and conditions of said
Debt Securities as are specified in such Company Order,
provided the foregoing procedure is acceptable to the
Trustee.
Each Registered Security shall be dated the date of
its authentication. Each Bearer Security of a series
shall be dated as of the date of the initial issuance of
Debt Securities of such series.
No Debt Security or any related coupon shall be
entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such
Debt Security, or the Debt Security to which such coupon
appertains, a certificate of authentication substantially
in the form provided for herein executed by the Trustee by
manual signature, and such certificate upon any Debt
Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly
authenticated and delivered hereunder and that such Debt
Security and any related coupon are entitled to the
benefits of this Indenture.
SECTION 304. Temporary Debt Securities.
Pending the preparation of definitive Debt Securities
of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver,
temporary Debt Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the
definitive Debt Securities in lieu of which they are
issued, in registered form or, if authorized, in bearer
form with one or more coupons or without coupons, and with
such appropriate insertions, omissions, substitutions and
other variations as the duly authorized officers executing
such Debt Securities may determine, as evidenced by their
execution of such Debt Securities. In the case of Debt
Securities of any series, such temporary Debt Securities
may be in global form, representing all or a portion of
the Outstanding Debt Securities of such series. A
temporary Bearer Security shall be delivered only in
compliance with the conditions set forth in Section 303.
<PAGE>
Except in the case of temporary Bearer Securities in
global form (which shall be exchanged in accordance with
the provisions of the following paragraphs), if temporary
Debt Securities of any series are issued, the Company will
cause definitive Debt Securities of that series to be
prepared without unreasonable delay. After the
preparation of definitive Debt Securities of such series,
the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series
upon surrender of the temporary Debt Securities of such
series at the office or agency of the Company maintained
pursuant to Section 1002 in a Place of Payment for that
series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Debt Securities
of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the
Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive
Debt Securities of the same series and of like tenor of
authorized denominations; provided, however, that no
definitive Bearer Security shall be delivered in exchange
for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only
in compliance with the conditions set forth in Section
303. Until so exchanged the temporary Debt Securities of
any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt
Securities of such series.
If temporary Bearer Securities of any series are
issued in global form, any such temporary global Debt
Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common
depositary (the "Common Depositary"), for the benefit of
Euro-clear and CEDEL S.A., for credit to the respective
accounts of the beneficial owners of such Debt Securities
(or to such other accounts as they may direct).
Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the
terms of, any such temporary global Bearer Security of a
series (the "Exchange Date"), the Company shall deliver to
the Trustee definitive Debt Securities of such series in
aggregate principal amount equal to the principal amount
of such temporary global Bearer Security, executed by the
Company. On or after the Exchange Date, such temporary
global Bearer Security shall be surrendered by the Common
Depositary to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in
<PAGE>
part, for definitive Debt Securities of such series
without charge and the Trustee shall authenticate and
deliver, in exchange for each portion of such temporary
global Bearer Security, a like aggregate principal amount
of definitive Debt Securities of the same series of
authorized denominations and of like tenor as the portion
of such temporary global Bearer Security to be exchanged;
provided, however, that, unless otherwise specified in
such temporary global Bearer Security, upon such
presentation by the Common Depositary, such temporary
global Bearer Security is accompanied by a certificate
dated the Exchange Date or a subsequent date and signed by
Euro-clear as to the portion of such temporary global
Bearer Security held for its account then to be exchanged
and a certificate dated the Exchange Date or a subsequent
date and signed by CEDEL S.A. as to the portion of such
temporary global Bearer Security held for its account then
to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture. To the extent required by applicable
United States Treasury regulations, in the case of a
Bearer Security, the Exchange Date shall not be later than
the expiration of a reasonable period after the expiration
of the 40-day period beginning on the date of issuance of
the temporary global Bearer Security to be exchanged. The
definitive Debt Securities to be delivered in exchange for
any such temporary global Bearer Security shall be in
bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and,
if any combination thereof is so specified, as requested
by the beneficial owner thereof; provided, however, that
definitive Bearer Securities shall be delivered in
exchange for a portion of a temporary global Debt Security
only in compliance with the requirements of Section 303.
Unless otherwise specified in such temporary global
Bearer Security, the interest of a beneficial owner of
Debt Securities of a series in a temporary global Bearer
Security shall be exchanged for definitive Debt Securities
of the same series and of like tenor following the
Exchange Date when the account holder instructs Euro-clear
or CEDEL S.A., as the case may be, to request such
exchange on his behalf and delivers to Euro-clear or CEDEL
S.A., as the case may be, a certificate in the form set
forth in Exhibit A-2 to this Indenture, dated no earlier
than 15 days prior to the Exchange Date, copies of which
certificate shall be available from the offices of
Euro-clear and CEDEL S.A., the Trustee and each Paying
Agent. Unless otherwise specified in such temporary
global Bearer Security, any such exchange shall be made
<PAGE>
free of charge to the beneficial owners of such temporary
global Bearer Security, except that a Person receiving
definitive Debt Securities must bear the cost of
insurance, postage, transportation and the like in the
event that such Person does not take delivery of such
definitive Debt Securities in person at the offices of
Euro-clear or CEDEL S.A. Definitive Securities in bearer
form to be delivered in exchange for any portion of a
temporary global Bearer Security shall be delivered only
outside the United States.
Until exchanged in full as hereinabove provided, the
temporary Debt Securities of any series shall in all
respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of the same series
and of like tenor authenticated and delivered hereunder,
except that, unless otherwise specified as contemplated by
Section 301, interest payable on a temporary global Bearer
Security on an Interest Payment Date for Debt Securities
of such series occurring prior to the applicable Exchange
Date shall be payable to Euro-clear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euro-clear and
CEDEL S.A. to the Trustee of a certificate or certificates
in the form set forth in Exhibit A-3 to this Indenture,
for credit without further interest on or after such
Interest Payment Date to the respective accounts of the
Persons who are the beneficial owners of such temporary
global Debt Security on such Interest Payment Date and who
have each delivered to Euro-clear or CEDEL S.A., as the
case may be, a certificate in the form set forth in
Exhibit A-4 to this Indenture. Any interest so received
by Euro-clear and CEDEL S.A. and not paid as herein
provided shall be returned to the Trustee immediately
prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company in
accordance with Section 1003.
SECTION 305. Registration, Registration of
Transfer and Exchange.
The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register
maintained in such office and in any other office or
agency to be maintained by the Company in accordance with
Section 1002 being herein sometimes collectively referred
to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The
Trustee is hereby appointed "Security Registrar" for the
<PAGE>
purpose of registering Registered Securities and transfers
of Registered Securities as herein provided.
Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency
maintained pursuant to Section 1002 for such purpose in a
Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees,
one or more new Registered Securities of the same series,
of any authorized denominations and of a like aggregate
principal amount and tenor.
At the option of the Holder, Registered Securities of
any series may be exchanged for other Registered
Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and
tenor, upon surrender of the Debt Securities to be
exchanged at such office or agency. Bearer Securities may
not be issued in exchange for Registered Securities.
At the option of the Holder, Bearer Securities of any
series may be exchanged for Registered Securities of the
same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of
the Bearer Securities to be exchanged at any such office
or agency, with all unmatured coupons and all matured
coupons in default appertaining thereto. If the Holder of
a Bearer Security is unable to produce any such unmatured
or matured coupon or coupons in default, such exchange may
be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount
equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or
coupons may be waived by the Company or jointly by the
Company and the Trustee if there is furnished to them such
security and/or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the
Holder of such Debt Security shall surrender to any Paying
Agent any such missing coupon in respect of which such a
payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at
an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security
of any series is surrendered at any such office or agency
in exchange for a Registered Security of the same series
and like tenor after the close of business at such office
<PAGE>
or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or
agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest
Payment Date or proposed date for payment, as the case may
be, and interest or Defaulted Interest, as the case may
be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect
of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of
this Indenture.
Whenever any Debt Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the replacement Debt Securities
which the Holder making the exchange is entitled to
receive.
Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent
global Debt Security shall be exchangeable only as
provided in this paragraph. If the beneficial owners of
interests in a permanent global Debt Security are entitled
to exchange such interests for Debt Securities of such
series and of like tenor and principal amount of another
authorized form and denomination, as specified as
contemplated by Section 301, then without unnecessary
delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Debt Securities of
that series in aggregate principal amount equal to the
principal amount of such permanent global Debt Security,
executed by the Company. On or after the earliest date on
which such interests may be so exchanged, such permanent
global Debt Security shall be surrendered by the Common
Depositary or such other depositary as shall be specified
in the Company Order with respect thereto to the Trustee
as the Company's agent for such purpose, to be exchanged,
in whole or from time to time in part, for definitive Debt
Securities of the same series without charge and the
Trustee shall authenticate and deliver, in exchange for
each portion of such permanent global Debt Security, a
like aggregate principal amount of definitive Debt
Securities of the same series of authorized denominations
and of like tenor as the portion of such permanent global
Debt Security to be exchanged which, unless the Debt
<PAGE>
Securities of the series are not issuable both as Bearer
Securities and as Registered Securities, as specified as
contemplated by Section 301, shall be in the form of
Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Debt
Securities of that series to be redeemed and ending on the
relevant Redemption Date; and provided, further, that no
Bearer Security delivered in exchange for a portion of a
permanent global Debt Security (or, if specified as
contemplated by Section 301, in exchange for Registered
Securities) shall be mailed or otherwise delivered to any
location in the United States. Promptly following any
such exchange in part and any endorsement thereon to
reflect the amount represented by such exchange, such
permanent global Debt Security shall be returned by the
Trustee to the Common Depositary or such other depositary
or Common Depositary referred to above in accordance with
the written instructions of the Company referred to above.
If a Registered Security is issued in exchange for any
portion of a permanent global Debt Security after the
close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before
the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or
agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may
be, only to the Person to whom interest in respect of such
portion of such permanent global Debt Security is payable
in accordance with the provisions of this Indenture.
All Debt Securities issued upon any registration of
transfer or exchange of Debt Securities shall be the valid
obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the
Debt Securities surrendered upon such registration of
transfer or exchange.
Every Registered Security presented or surrendered
for registration of transfer or for exchange shall (if so
required by the Company or the Trustee or any transfer
agent) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the
<PAGE>
Company, the Trustee and the Security Registrar or any
transfer agent duly executed, by the Holder thereof or his
attorney duly authorized in writing.
No service charge shall be made for any registration
of transfer or exchange of Debt Securities, but the
Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed
in connection with any registration of transfer or
exchange of Debt Securities, other than exchanges pursuant
to Sections 304, 907 or 1107 not involving any transfer.
The Company shall not be required (i) to issue,
register the transfer of or exchange Debt Securities of
any series during a period beginning at the opening of
business 15 days before any selection of Debt Securities
of that series to be redeemed and ending at the close of
business on (A) if Debt Securities of the series are
issuable only as Registered Securities, the day of the
mailing of the relevant notice of redemption, and (B) if
Debt Securities of the series are issuable as Bearer
Securities, the day of the first publication of the
relevant notice of redemption or, if Debt Securities of
the series are also issuable as Registered Securities and
there is no publication, the mailing of the relevant
notice of redemption, (ii) to register the transfer of or
exchange any Registered Security so selected for
redemption in whole or in part, except the unredeemed
portion of any Debt Security being redeemed in part, or
(iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and
like tenor; provided that such Registered Security shall
be simultaneously surrendered for redemption.
Nothwithstanding anything in this Indenture or in the
terms of a Debt Security to the contrary, the exchange of
Bearer Securities for Registered Securities will be
subject to satisfaction of the provisions of the United
States tax laws in effect at the time of the exchange.
Neither the Company nor the Trustee nor any agent of the
Company or the Trustee shall be required to exchange any
Bearer Security for a Registered Security if (i) as a
result thereof and in the Company's judgment, the Company
would incur adverse consequences under then applicable
United States Federal income tax laws and (ii) in the case
of the Trustee or any agent of the Company or the Trustee,
the Company shall have delivered to such Person an
Officers' Certificate and an Opinion of Counsel as to the
matters set forth in clause (i) above.
<PAGE>
SECTION 306. Mutilated, Destroyed, Lost and
Stolen Debt Securities.
If any mutilated Debt Security or a Debt Security
with a mutilated coupon appertaining thereto is
surrendered to the Trustee, the Company shall execute, and
the Trustee shall authenticate and deliver in exchange
therefor, a new Debt Security of the same series and of
like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered
Debt Security.
If there shall have been delivered to the Company and
the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or coupon,
and (ii) such security or indemnity as may be required by
them in their absolute discretion, to save each of them
harmless, then, in the absence of notice to the Company or
the Trustee that such Debt Security or coupon has been
acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed,
lost or stolen Debt Security or in exchange for the Debt
Security to which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed,
lost or stolen), a new Debt Security of the same series
and of like tenor and principal amount and bearing a
number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such
destroyed, lost or stolen Debt Security or to the Debt
Security to which such destroyed, lost or stolen coupon
appertains.
In case any such mutilated, destroyed, lost or stolen
Debt Security or coupon has become or is about to become
due and payable, the Company in its discretion may,
instead of issuing a new Debt Security, pay such Debt
Security or coupon; provided, however, that principal of
(and premium, if any) and interest, if any, on Bearer
Securities shall, except as otherwise provided in Section
1002, be payable only at an office or agency located
outside the United States; and provided, further, that,
unless otherwise specified as contemplated by Section 301
with respect to any series of Debt Securities, interest on
Bearer Securities (but not any additional amounts payable
as provided in Section 1005), shall be payable only upon
presentation and surrender of the coupons appertaining
thereto.
<PAGE>
Upon the issuance of any new Debt Security 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 Trustee)
connected therewith.
Every new Debt Security of any series with its
coupons, if any, issued pursuant to this Section in lieu
of any destroyed, lost or stolen Debt Security, or in
exchange for a Debt Security to which a destroyed, lost or
stolen coupon appertains, shall constitute an original
additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon
shall be at any time enforceable by anyone, and any such
new Debt Security and coupons, if any, shall be entitled
to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities of
that series and their coupons, if any, duly issued
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 or payment of
mutilated, destroyed, lost or stolen Debt Securities or
coupons.
SECTION 307. Payment of Interest; Interest
Rights Preserved.
Unless otherwise specified as contemplated by Section
301 with respect to any series of Debt Securities,
interest on any Registered Security which is payable, and
is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name
that Debt Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular
Record Date for such interest.
Unless otherwise specified as contemplated by Section
301 with respect to any series of Debt Securities, any
interest due on Bearer Securities on or before the
Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest
installments as are evidenced thereby as they severally
mature.
Any interest on any Registered Security of any series
which is payable, but is not punctually paid or duly
<PAGE>
provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable
to the Holder on the relevant Regular Record Date by
virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in
each case, as provided in clause (1) or (2) below:
(1) The Company may elect to make payment of
any Defaulted Interest to the Persons in whose names
the Registered Securities of such series (or their
respective Predecessor Securities) are registered at
the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall
be fixed in the following manner. The Company shall
notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of
the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall
make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed
payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such
Defaulted Interest as provided in this clause.
Thereupon the Trustee shall fix a Special Record Date
for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and
not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the
Special Record Date therefor (i) to be mailed,
first-class postage prepaid, to each Holder of
Registered Securities of such series at his address
as it appears in the Security Register, not less than
10 days prior to such Special Record Date, and (ii)
with respect to Bearer Securities of such series, to
be published as provided for in Section 106. The
Trustee may, in addition, in its discretion, in the
name and at the expense of the Company, cause a
similar notice to be published at least once in a
newspaper published in the English language
customarily published on each Business Day and of
general circulation in the Borough of Manhattan, the
City of New York, New York, but such publication
<PAGE>
shall not be a condition precedent to the
establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid
to the Persons in whose names the Registered
Securities of such series (or their respective
Predecessor Securities) are registered at the close
of business on such Special Record Date and shall no
longer be payable pursuant to the following clause
(2).
(2) The Company may make payment of any
Defaulted Interest on the Registered Securities of
any series in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which such Debt Securities may be listed,
and upon such notice as may be required by such
exchange, if, after notice is given by the Company to
the Trustee of the proposed payment pursuant to this
clause, such manner or payment shall be deemed
practicable by the Trustee.
Subject to the foregoing provisions of this Section
and Section 305, each Debt Security delivered under this
Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the
rights to interest accrued and unpaid, and to accrue,
which were carried by such other Debt Security.
SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person
in whose name such Registered Security is registered as
the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any)
and (subject to Sections 305 and 307) interest, if any, on
such Debt Security and for all other purposes whatsoever,
whether or not payment on such Debt Security is overdue,
and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the
contrary.
Title to any Bearer Security and any coupons
appertaining thereto shall pass by delivery. The Company,
the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer
of any coupon as the absolute owner of such Bearer
<PAGE>
Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes
whatsoever, whether or not payment on such Bearer Security
or coupon is overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.
SECTION 309. Cancellation.
All Debt Securities and coupons surrendered for
payment, redemption, registration of transfer or exchange
or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be
delivered to the Trustee and such Debt Securities and
coupons shall be promptly cancelled and destroyed by the
Trustee. The Company may at any time deliver to the
Trustee for cancellation any Debt Securities previously
authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Debt
Securities so delivered shall be promptly cancelled and
destroyed by the Trustee. No Debt Securities shall be
authenticated in lieu of or in exchange for any Debt
Securities cancelled as provided in this Section, except
as expressly permitted by this Indenture. All cancelled
Debt Securities and coupons held by the Trustee shall be
destroyed by the Trustee and a certification of such
destruction shall be delivered to the Company unless other
instructions are furnished to the Trustee by a Company
Order.
SECTION 310. Computation of Interest.
Except as otherwise specified as contemplated by
Section 301 for the Debt Securities of any series,
interest, if any, on the Debt Securities of each series
shall be computed on the basis of a 360-day year of twelve
30-day months."
7. Subclauses (2) and (3) of Section 501 of the
Indenture are hereby amended in their entirety to read as
follows:
"(2) default in the payment of principal of (or premium,
if any, on) any Debt Security of any such series when it
becomes due and payable, and continuance of such default
for a period of three days; or
(3) default in the deposit of any sinking fund payment
when and as due by the terms of a Debt Security of such
<PAGE>
series, and continuance of such default for a period of
three days; or"
8. Exhibit A of the Indenture is hereby amended in
its entirety to read as follows:
"EXHIBIT A-1
[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY]
[Whenever any provision of this Indenture or the
forms of Debt Security contemplates that certification be
given by a Person entitled to receive a Bearer Security,
such certification shall be provided substantially in the
form of the following certificate, with only such changes
as shall be approved by the Company:]
CERTIFICATE
.............
[Insert title or sufficient description
of Debt Securities to be delivered]
[This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Debt
Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or
other entities created or organized in or under the laws
of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to
United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by
United States person(s) that are (a) foreign branches of
United States financial institutions (financial
institutions as defined in United States Treasury
Regulations section 1.165-12(c)(1)(v), are herein referred
to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who
acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt
Securities through such United States financial
institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you
may advise CPC International Inc. or its agent that such
financial institution will comply with the requirements of
<PAGE>
section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the
regulations thereunder), or (iii) are owned by United
States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United
States Treasury Regulations section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is
a United States or foreign financial institution described
in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Debt Securities
for purposes of resale directly or indirectly to a United
States person or to a person within the United States or
its possessions.
As used herein, "United States" means the United
States of America (including the States and the District
of Columbia); and its "possessions" including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex
if the above statement as to beneficial ownership is not
correct on the date of delivery of the above-captioned
Debt Securities in bearer form as to all of such Debt
Securities.
If the undersigned is a dealer, the undersigned
agrees to obtain a similar certificate from each person
entitled to delivery of any of the above-captioned Debt
Securities in bearer form purchased from it; provided,
however, that, if the undersigned has actual knowledge (as
defined in applicable Internal Revenue Service
regulations) that the information contained in such a
certificate is false, the undersigned will not deliver a
Debt Security in temporary or definitive bearer form to a
person who signed such certificate notwithstanding the
delivery of such certificate to the undersigned.
This certificate excepts and does not relate to
$________ of such interest in the above-captioned Debt
Securities in respect of which we are not able to certify
and as to which we understand an exchange for and delivery
of definitive Debt Securities (or, if relevant, collection
of any payment) cannot be made until we do so certify.
We understand that this certificate may be required
in connection with certain tax laws of the United States.
If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or
<PAGE>
would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party
in such proceedings.]
Dated: ___________________, 19__
[To be dated no earlier
than the 15th day prior
to the Exchange Date or
prior to the date of the
[ ] certificate, if later]
[Name of Person Making Certification]
_____________________________________
(Authorized Signatory)
Name:
Title:
<PAGE>
Exhibit A-2
[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
OR CEDEL S.A.
IN CONNECTION WITH THE EXCHANGE OF A PORTION
OF A TEMPORARY GLOBAL SECURITY
Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given
by Euro-clear or CEDEL S.A. in connection with the
exchange of a portion of a temporary global Debt Security,
such certification shall be provided substantially in the
form of the following certificate, with only such changes
as shall be approved by the Company:]
CERTIFICATE
.............
[Insert title or sufficient description
of Debt Securities to be delivered]
This is to certify that based solely on written
certifications that we have received in writing, by tested
telex or by electronic transmission from each of the
persons appearing in our records as persons entitled to a
portion of the Principal Amount at Maturity set forth
below (our "Member Organizations") substantially in the
form attached hereto, as of the date hereof $__________
Principal Amount at Maturity of the above-captioned Debt
Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships,
domestic corporations or other entities created or
organized in or under the laws of the United States or any
political subdivision thereof, or any estate or trust the
income of which is subject to United States federal income
taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that
are (a) foreign branches of United States financial
institutions (financial institutions, as defined in U.S.
Treasury Regulations section 1.165-12(c)(1)(v), are herein
referred to as "financial institutions") purchasing for
their own account or for resale, or (b) United States
person(s) who acquired the Debt Securities through foreign
<PAGE>
branches of United States financial institutions and who
hold the Debt Securities through such United States
financial institutions on the date hereof (and in either
case (a) or (b), each such financial institution has
agreed on its own behalf or through its agent that we may
advise CPC International Inc. or its agent that such
financial institution will comply with the requirements of
section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder),
or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury
Regulations section 1.163-5(c)(2)(i)(D)(7) and, to the
further effect, that financial institutions described in
clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not
acquired the Debt Securities for purposes or resale
directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United
States of America (including the States and the District
of Columbia); and its "possessions" including Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We further certify that (i) we are not making
available herewith for exchange (or, if relevant,
collection of any amounts) any portion of the temporary
global Debt Security representing the above-captioned Debt
Securities excepted in the above-referenced certificates
of Member Organizations and (ii) as of the date hereof we
have not received any notification from any of our Member
Organizations to the effect that the statements made by
such Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if relevant,
collection of any amounts) are no longer true and cannot
be relied upon as of the date hereof.
<PAGE>
We understand that this certification is required in
connection with certain tax laws of the United States. If
administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party
in such proceedings.
Dated: __________, 19__
[Certification may be dated
no earlier than the Exchange
Date.]
[ , as
Operator of the Euro-clear system]
[CEDEL S.A.]
By____________________________________
<PAGE>
Exhibit A-3
[FORM OF CERTIFICATE TO BE GIVEN BY
EURO-CLEAR AND CEDEL S.A.
TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given
by Euro-clear or CEDEL S.A. to obtain interest prior to an
Exchange Date, such certification shall be provided
substantially in the form of the following certificate,
with only such changes as shall be approved by the
Company:]
CERTIFICATE
_______________________
[Insert title or sufficient description of Debt
Securities]
This is to certify that based solely on written
certifications that we have received in writing, by tested
telex or by electronic transmission from each of the
persons appearing in our records as persons entitled to a
portion of the Principal Amount at Maturity set forth
below (our "Member Organizations") substantially in the
form attached hereto, as of the date hereof $__________
Principal Amount at Maturity of the above-captioned Debt
Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships,
domestic corporations or other entities created or
organized in or under the laws of the United States or any
political subdivision thereof, or any estate or trust the
income of which is subject to United States federal income
taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that
are (a) foreign branches of United States financial
institutions (financial institutions, as defined in U.S.
Treasury Regulations section 1.165-12(c)(1)(v), are herein
referred to as "financial institutions") purchasing for
their own account or for resale, or (b) United States
person(s) who acquired the Debt Securities through foreign
branches of United States financial institutions and who
hold the Debt Securities through such United States
financial institutions on the date hereof (and in either
case (a) or (b), each such financial institution has
<PAGE>
agreed, on its own behalf or through its agent, that we
may advise CPC International Inc. or its agent that such
financial institution will comply with the requirements of
section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder),
or (iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury
Regulations section 1.163-5(c)(2)(i)(D)(7)) and, to the
further effect, that financial institutions described in
clause (iii) above (whether or not also described in
clause (i) or (ii)) have certified that they have not
acquired the Debt Securities for purposes of resale
directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States" means the United
States of America (including the States and the District
of Columbia); and its "possessions" include Puerto Rico,
the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We understand that this certification is required in
connection with certain tax laws of the United States. If
administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party
in such proceedings.
<PAGE>
We undertake that any interest received by us and not
paid to a person described in clauses (i) through (iii)
above shall be returned to the Trustee for the above Debt
Securities immediately prior to the expiration of two
years after such Interest Payment Date in order to be
repaid by such Trustee to the above issuer at the end of
two years after such Interest Payment Date.
Dated: _______________
[To be dated on or after
the relevant Interest
Payment Date]
[ ,
as Operator of the Euro-clear
System]
[CEDEL S.A.]
By: ____________________________
<PAGE>
Exhibit A-4
[FORM OF CERTIFICATION BY BENEFICIAL OWNERS TO
OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given
by a Person who beneficially owns any [Bearer] Security in
connection with obtaining any interest prior to an
Exchange Date relating to such Bearer Security, such
certification shall be provided substantially in the form
of the following certificate, with only such changes as
shall be approved by the Company:]
CERTIFICATE
_______________________
[Insert title or sufficient description of Debt
Securities]
This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Debt
Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United
States, domestic partnerships, domestic corporations or
other entities created or organized in or under the laws
of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to
United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by
United States person(s) that are (a) foreign branches of
United States financial institutions (financial
institutions, as defined in United States Treasury
Regulations section 1.165-12(c)(1)(v), are herein referred
to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who
acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt
Securities through such United States financial
institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you
may advise CPC International Inc. or its agent that such
financial institution will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the
<PAGE>
regulations thereunder) or (iii) are owned by United
States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United
States Treasury Regulations section 1.163-
5(c)(2)(i)(D)(7)), and, in addition, if the owner is a
United States or foreign financial institution described
in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Debt Securities
for purposes of resale directly or indirectly to a United
States person or to a person within the United States or
its possessions.
As used herein, "United States person" means any
citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or
under the laws of the United States and any estate or
trust the income of which is subject to United States
Federal income taxation regardless of its source, and
"United States" means the United States of America
(including the States and the District of Columbia); and
its "possessions" including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
This certificate excepts and does not relate to [U.S.
$__________] principal amount of the above-captioned Debt
Securities appearing in your books as being held for our
account as to which we were not yet able to certify and as
to which we understand interest cannot be credited unless
and until we are able so to certify.
We understand that this certificate may be required
in connection with certain securities and tax legislation
in the United States. If administrative or legal
proceedings are commenced or threatened in connection with
which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a
copy thereof to any interested party in such proceedings.
Dated: _______________
[To be dated on or after
the relevant Payment Date]
<PAGE>
[Name of Person Entitled to
Receive Interest]
_________________________________
(Authorized Signatory)
Name:
Title:"
<PAGE>
9. Except to the extent expressly amended hereby,
the Indenture and the Debt Securities remain in full force and
effect. After the execution of this supplemental indenture and
amendment, any reference to the Indenture means the Indenture
as amended hereby.
10. The laws of the State of New York shall govern
this supplemental indenture and amendment without regard to
principles of conflicts of laws. The parties may sign any
number of copies of this supplemental indenture and amendment.
One signed copy is enough to prove this supplemental indenture
and amendment.
11. In case any provision of this supplemental
indenture and amendment 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.
12. The captions of this supplemental indenture and
amendment are for convenience only and shall not affect the
construction thereof.
13. The recitals contained herein shall be taken as
the statements of the Company and the Trustee assumes no
responsibility for their correctness.
14. The Trustee makes no representation as to the
validity or sufficiency of this supplemental indenture and
amendment.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this supplemental indenture and amendment to be duly executed
under seal all as of the date first above written.
SIGNATURES
CPC International Inc.
By: /s/ Angelo S.Abdela
---------------------------------
Angelo S. Abdela
Vice President and Treasurer
Attest: /s/ Hanes A. Heller
--------------------
Hanes A. Heller
Assistant Secretary
Bankers Trust Company,
as Trustee
By: /s/ Susan Johnson
------------------------
Susan Johnson
Assistant Vice President
Attest: /s/ Dorothy Robinson
EXHIBIT 5
Clifford B. Storms, Esq.
CPC International Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, New Jersey 07632
December 20, 1995
Board of Directors
CPC International Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, New Jersey 07632
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of CPC
International Inc. (the "Company") and am rendering this
opinion in connection with the shelf registration by the
Company of debt securities (the "Debt Securities") in an
aggregate initial public offering price of up to $700,000,000
for issuance from time to time pursuant to Rule 415 under the
Securities Act of 1933, as amended.
In arriving at the opinion expressed below, I have
examined and relied on the Registration Statement on Form S-3
as filed by the Company with the Securities and Exchange
Commission on December 20, 1995 (the "Registration Statement")
and the exhibits thereto, including the indenture dated as of
April 1, 1988, as amended by the first supplemental indenture
and amendment dated March 2, 1994 between the Company and
Bankers Trust Company, as trustee (collectively, the
"Indenture"), under which the Debt Securities are to be issued
and the proposed forms of certain Debt Securities. In
addition, I have examined and relied on originals or copies,
<PAGE>
certified or otherwise identified to my satisfaction, of all
such corporate records of the Company and such other
instruments and other certificates of public officials,
officers and representatives of the Company and such other
persons, and have made such investigations of law, as I have
deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, I have assumed and
have not verified that the signatures on all documents I have
examined are genuine, and that the definitive documents will
conform to the forms thereof that I have examined.
Based on the foregoing, I advise you that in my
opinion:
1. The Debt Securities have been validly authorized for
issuance, and when duly authorized, executed,
authenticated, issued and delivered accordance with the
terms of the Indenture, will be valid and legally binding
obligations of the Company in accordance with and subject
to the terms thereof and of the Indenture.
2. The Indenture has been duly authorized, and executed by
the Company and assuming due authorization and execution
by the Trustee, constitutes a valid, binding and
enforceable agreement of the Company.
Insofar as the foregoing opinions relate to legality,
validity, binding effect or enforceability of any instrument or
agreement, such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights
generally and, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
As a member of the Bar of the State of New York and
Senior Vice President and General Counsel of the Company, I
hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the use of my name under the
caption "Legal Matters" in the Registration Statement and
related prospectus.
Very truly yours,
/s/ Clifford B. Storms
Clifford B. Storms
<TABLE>
<CAPTION>
Exhibit 12
_________ For the Year-Ended 12/31
------------------------------------------------------------------------
9/30/95 1994 1993 1992 1991 1990
------- ------ ----- ----- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Income before Income Taxes $676.0 $614.7* $790. $744.5 $693.5 $638.3
======= ====== ===== ====== ======= ======
Add:
- - Portion of rents
representative of interest 19.0 25.3 20.9 21.7 20.2 16.1
---- ------ ---- ----- ---- -----
- - Interest on bonds
mortgages &
similar debt 42.9 51.9 56.1 64.7 73.6 81.2
----- ------ ---- ---- ---- ------
- - Other interest 61.4 54.6 53.7 51.0 54.3 51.3
----- ------ ---- ---- ---- ----
- - Interest expense included
in cost of plant
construction (4.3) (6.2) (6.7) (6.4) (9.2) (8.2)
----- ------ ----- ----- ----- -----
- - Income of Unconsolidated
Venture - 3.9 - 5.4 - 2.2
----- ------ ----- ----- ----- -----
Income as Adjusted $795.0 744.2 $914.3 $880.9 $832.4 $780.9
======= ====== ===== ====== ======= ======
Fixed Charges:
- - Portion of rents representative
of interest 19.0 25.3 20.9 21.7 20.2 16.1
----- ------ ----- ----- ----- -----
- - Interest on bonds, mortgages &
similar debt 42.9 51.9 56.1 64.7 73.6 81.2
----- ------ ----- ----- ----- -----
- - Other interest 61.4 54.6 53.7 51.0 54.3 51.3
----- ------ ----- ----- ----- -----
123.3 131.8 130.7 137.4 148.1 148.6
======= ====== ===== ====== ======= ======
Ratio of Earnings to Fixed Charges 6.5 5.6 7.0 6.4 5.6 5.3
======= ====== ===== ====== ======= ======
___________________
<FN>
* Includes restructuring charge of $227 million.
</TABLE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
CPC International Inc.
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the Prospectus.
KPMG Peat Marwick LLP
New York, New York
December 19, 1995
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of CPC International Inc. on Form S-3
filed on December 20, 1995 of our report dated December 7,
1995, on our audit of the consolidated financial statements of
Kraft Foods Bakery as of October 2, 1995 and for the 41 week
period ended October 2, 1995 which report was included in Form
8K/A as of December 18, 1995, filed by CPC International Inc.
We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
New York, New York
December 19, 1995
EXHIBIT 24
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Theodore H. Black
--------------------------------
Theodore H. Black
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Alfred C. DeCrane, Jr.
------------------------------
Alfred C. DeCrane, Jr.
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Robert J. Gillespie
--------------------------
Robert J. Gillespie
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Ellen R. Gordon
----------------------------
Ellen R. Gordon
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ George V. Grune
------------------------------
George V. Grune
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Leo I. Higdon, Jr.
------------------------------
Leo I. Higdon, Jr.
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Richard G. Holder
---------------------------------
Richard G. Holder
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Eileen S. Kraus
-----------------------------
Eileen S. Kraus
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of CPC
International Inc., a Delaware corporation, (the "Company"), do hereby
constitute and appoint JAMES E. HEALEY and JOHN B. MEAGHER, and each of
them severally, as my true and lawful attorneys, for me and in my name,
place and stead, to execute the Registration Statement on Form S-3 relating
to the sale of Debt Securities of the Company and any and all amendments
thereto, and to file the same (together with any exhibits thereto) and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto each of said attorneys, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in the premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that each of said
attorneys may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument this 19th
day of December, 1995.
/s/ Alain Labergere
-----------------------------
Alain Labergere
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of CPC
International Inc., a Delaware corporation, (the "Company"), do hereby
constitute and appoint JAMES E. HEALEY and JOHN B. MEAGHER, and each of
them severally, as my true and lawful attorneys, for me and in my name,
place and stead, to execute the Registration Statement on Form S-3 relating
to the sale of Debt Securities of the Company and any and all amendments
thereto, and to file the same (together with any exhibits thereto) and
other documents in connection therewith with the Securities and Exchange
Commission, granting unto each of said attorneys, full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in the premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that each of said
attorneys may lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument this 19th
day of December, 1995.
/s/ William S. Norman
------------------------------------
William S. Norman
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint JAMES E. HEALEY and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 19th day of December, 1995.
/s/ Charles R. Shoemate
--------------------------------
Charles R. Shoemate
-----------------------------------------------------------------
UNITED STATES
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) ___________
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
Bankers Trust Company
Legal Department
130 Liberty Street, 31st Floor
New York, New York 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
---------------------------------
CPC INTERNATIONAL INC
(Exact name of obligor as specified in its charter)
DELAWARE 36-2385545
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
International Plaza
P.O. Box 8000
Englewood Cliffs, New Jersey 07632
(Address of principal executive offices) (Zip Code)
------------------------------
DEBT SECURITIES
(Title of the indenture securities)
------------------------------------------------------------------------
<PAGE>
-2-
Item 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.
Name Address
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
Item 3. -15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of
Bankers Trust Company dated August 7, 1990 and
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
March 28, 1994 Incorporated herein by
reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-79862 and a copy
of the Certificate of Amendment of the
Organization Certificate of Bankers Trust
Company dated June 21, 1995.
Exhibit 2 - Certificate of Authority to commence
business - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33- 21047.
<PAGE>
-3-
Exhibit 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein by
reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
Exhibit 4 - A copy of Existing By-Laws of Bankers Trust
Company, dated as amended on October 19, 1995.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company required
by Section 321(b) of the Act - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No. 22-18864.
Exhibit 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of September 30,
1995.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 18th day of December, 1995.
BANKERS TRUST COMPANY
By: Jenna Kaufman
-----------------------------
Jenna Kaufman
Vice President
<PAGE>
BY- LAWS
OCTOBER 19, 1995
Bankers Trust Company
New York
<PAGE>
BY-LAWS
of
Bankers Trust Company
ARTICLE 1
MEETINGS OF STOCKHOLDERS
SECTION 1, The annual meeting of the Stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
SECTION S. At all meetings of stockholders, there shall be present either in
person sr by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute quorum, except at special elections d
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, inches absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as secretary
of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercise by a Board of Directors consisting of such number of directors, but
not less than ten nor more than twenty-five, as may from time to time be fixed
by resolution adopted by a majority of the directors then in office, or by the
stockholders. in the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Anyone or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Hoard of
Directors or Committed thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.
All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 70 shall be eligible to be elected or re-
elected a director.
No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board
of Directors may be filled by the affirmative vote of a majority of the
directors then in office, and the directors elected shall hold office for the
balance of the unexpired term.
SECTION 3, The Chairman of the Board shall preside at meetings of the Board of
Directors in his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these by-laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from time
to time on the third Tuesday of the month. If the day appointed for holding
such regular meetings shall be a legal holiday, the regular meeting to be held
on such day shall be held on the next business day thereafter. Special meetings
of the Board of Directors may be called upon at least two days notice whenever
it may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, in their absence, by such other director as the Board of Directors
may have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.
SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.
<PAGE>
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Comrnittee. In his absence, the Chief Executive Officer or, in his absence,
such other member of the Committee as the Committee from time to time may
designate shall preside at such meetings.
The Executive Cornmittee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may
act only by the concurrent vote of not less than one-third of its members, at
least one of whom must be a director other than an officer. Any one or more
directors, even though not members of the Executive Committee, may attend any
rneeting of the Committee, and the member or members of the Committee present,
even though less than a quorum, may designate any one or more of such directors
as a substitute or substitute for any absent member or members of the
Committee, and each such substitute or substitutes shall be counted for quorum,
voting, and all other purposes as a member or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from
time to time fix a quorum for meetings of the Committee. Such Community shall
conduct the annual directors' examinations of the Company as required by the
New York State Banking Law; shall review the reports of all examinations rnade
of the Company by public authorities and report thereon to the Board of
Directors; and shall report to the Board of Directors such other matters as it
deems advisable with respect to the Company, its various departments and the
conduct of its operations.
In the performance of its duties, the Audit Committee may employ or retain,
from time to time, expert assistants, independent of the officers or personnel
of the Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and and
auditing methods of the Company and its and its system of internal protective
controls to the extent considered necessary or advisable in order to determine
that the operations of the Company, including its fiduciary departments, are
being audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with
<PAGE>
respect to the Company, its various departments and the conduct of its
operations.. The Committee shall hold regular quarterly meetings and during
the intervals thereof shall meet at other times on call of the Chairman.
SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or Continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number a
Chairman of the Board and a Chief Executive Officer, and shall also elect a
President, a Senior Vice Chairman, one or more Vice Chairmen, one or more
Executive Vice Presidents, one or more Managing Directors, one or more Senior
Vice Presidents, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board. The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant
officers. All officers elected or appointed by the Board of Directors shall
hold their respective offices during the pleasure of the Board of Directors,
and all assistant officers shall hold office at the pleasure of the Board or
the Chairman of the Board or the Chief Executive Officer or, in their absence,
the President, the Senior Vice Chairman or any Vice Chairman. The Board of
Directors may require any and all officers and employees to give security for
the faithful performance of their duties.
SECTION 2. The Board of Directors shall designate the Chief Executive Officer
of the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of The Board of directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer
by law or by these by-laws, or which usually attach or pertain to such office.
The other officers shall have, subject to the supervision and direction of the
Board of Directors or the Executive Committee or the Chairman of the Board or,
the Chief Executive Officer, the powers vested by law or by these by-laws in
thern as holders of their respective offices and, in addition, shall perform
such other duties as shall be assigned to them by the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive
Officer.
The General Auditor shall be responsible to the Chief Executive Of ficer and,
through the Audit Committee, to the Board of Directors for the determination of
the program of the internal audit function and the evaluation of the adequacy
of the system of internal controls. He shall perform such other duties as the
Chief Executive Officer may prescribe and shall make such examinations
and reports as may be required by the Audit Committee. The General Auditor
shall have unrestricted access to all records and premises and shall delegate
such authority to his subordinates. He shall have the duty to report to the
Chairman of the Board and the Chief Executive Officer on all matters
concerning the internal audit program and the adequacy of the system of
internal controls of the Company which he deems advisable or which the Chairman
of the Board and or Chief Executive Officer may request. Additionally, the
General Auditor shall have the duty of reporting independently of all officers
of the Company to the Audit Committee at least quarterly on any matters
concerning the internal audit program and the adequacy of the system of
internal controls of the Company which should be brought to the attention of
the directors except those matters responsibility for which has been vested in
the officer in charge of Credit Audit. Should the Genera! Auditor deem any
matter to be of special immediate importance, he shall report thereon
forthwith to the Audit Committee.
The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved
from time to time by resolution of the Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the Chairman of
the Board, the Chief Executive Officer or any person authorized for this
purpose by the Chief Executive Officer,shall appoint or engage all other
employees and agents and fix their compensation. The employment of all such
employees and agents shall continue during the pleasure of the Board of
Directors or the Executive Committee or the Chairman of the Board or the Chief
Executive Officer or any such authorized person and the Board of Directors, the
Executive Committee, the Chairman of the Board, the Chief Executive Officer or
any such authorized person may discharge any such employees and agents at will.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section 7018
of the New York Banking Law, indemnify any person who is or was made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by
or in the right of the Company to procure a judgment in its favor and an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employees benefit plan
or other enterprise, which any director or officer of the Company is servicing
or served in any capacity at the request of the Company by reason of the fact
that he, his testator or intestate, is or was a director or officer of the
Company, or is serving or served such other corporation, partnership, joint
venture, trust employee benefit plan or other enterprise in any capacity,
against judgments, fines, amounts paid in settlement, and costs, charges and
expenses, including attorneys fees; or any appeal therein provided, however,
that no indemnification shall be provided to any such Person if a judgment or
other final adjudication adverse to the director or officer establishes that
(i) his acts were committed in bad faith or were the result of active and
deliberate dishonesty and, in either case, were material to the cause of action
so adjudicated,.or (ii) he personally gained in fact a financial profit or
other advantage to which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement at expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these by-laws
authorize the creation or other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section I the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii)he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Cornpany or any Corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases,
the provisions of this Article V will apply (i) only if the person serving
another corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise so served at the specific request of the Company,
evidenced by a written communication signed by the Chairman of the Board, the
Chief Executive Officer or the President, and (ii) only if and to the extent
that after making such efforts as the Chairman of the Board, the Chief
Executive Officer or the president Shall deem adequate in the circumstances,
such person shall be unable to obtain indemnification from such other
enterprise or its insurer.
Section 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
<PAGE>
SECTION 6. The right to be indemnified or to the reimbursement or advancement
of expense pursuant to this Article V (i) is a contract right pursuant to which
the person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Cornpany and the director or
officer, (ii) is intended to be retroactive and shall be available with
respect to events occurring prior to the adoption hereof, and (iii) shall
continue to exist after the rescission or restrictive modification hereof with
respect to events occurring prior thereto.
SECTION 7. lf a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board
of Directors, independent legal counsel, or its stockholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expanses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
SECTION 8. A person who has been successful , on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 1 Shall be entitled to indemnification only as provided in
Sections 1 and 3, notwithstanding any provision of the NewYork Banking Law to
the contrary.
ARTICLE VI
SEAL
SECTION 1 . The Board of Directors Shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the
Cornpany and such officers as the Chairman of the Board, the Chief Executive
Officer or the Secretary may from time to time direct in writing, to be affixed
to certificates of stock and other documents in accordance with the directions
of the Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.
<PAGE>
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney,
duly executed, witnessed and filed with the Secretary or other proper officer
of the Company, on the surrender of the certificate or certificates of such
shares properly assigned for transfer.
ARTlCLE VIII
CONSTRUCTION
Section 1. The masculine gender, when appearing in these by-laws, shall be
deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These by-laws may be altered, amended or added to by the Board of
Directors any meeting, or by the stockholders at any annual or special meeting,
provided notice thereof has been given.
I-Lea Lahtinen, Assistant Secretary of Bankers Trust Company, NewYork, New
York, hereby certify that the foregoing is a complete, true and correct copy of
the By-laws of Bankers Trust Company, and that the same are in full force and
effect at this date.
__________________
Assistant Secretary
Dated : December 18, 1995
<PAGE>
STATE of NEW YORK
BANKING DEPARTMENT
I, CARMINE M. TENGA, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under
Section 8005 of the Banking Law," dated June 21, 1995, providing for an
increase in authorized capital stock from $1,101,666,670 consisting of
85,166,667 shares with a par value of $10 each designated as Common Stock and
250 shares with a par value of $1,000,000 each designated as Series Preferred
Stock to $1,251,666,670 consisting of $85,166,667 shares with a par value of
$10 each designated as common Stock and 400 shares with a par value of
$1,000,000 each designated as Series Preferred Stock. .
Witness, my hand and official seal of the Banking Department at the City of
New York, day of _ in the Year of our Lord one thousand nine
hundred and Ninety-five
____________________________
Deputy Superintendent of Banks.
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby
certify:
1. The name of the corporation is Bankers Trust Company.
2.. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th day of March, 1903.
3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock
in conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock
outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to have is
One Billion, One Hundred OneMlllion, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($1,101,666,670), divided into Eighty-Five Million, One
Hundred Sixty-Six Thousand, Six Hiundred Sixty-Seven ($85,166,667) shares with
a par value of $10 each designated as Common Stock and 250 shares with a par
value of One Million Dollars ($1,000,000) each designated as Series Preferred
Stock. "
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to have is
One billion, Two Hundred Fifty One Million, SIX Hundred Sixty Thousand, SIX
Hundred Seventy Dollars (is,1,251666,670), divided into Eighty- Five Million,
One Hundred Sixty-Six Thousand, Six Hundred Sixty- Seven (85,166,667) shares
with a par value of $10 each designated as Common Stock and 400 Shares with a
parvalue of One Million Dollars(1,000,000) each designated as Series Preferred
Stock."
<PAGE>
State of New York
ss:
County of New York
Lea Lahtinen, being duly sworn, deposes and says that she is an Assistant
Secretary of Bankers Trust Company, the corporation described in the foregoing
certificate; that she has read the foregoing certificate and knows the contents
thereof, and that the statements therein contained are true.
_______________
Lea
Lahtinen
Sworn to before me this 21st day of June, 1995.
_____________
Notary Public
5. Article III (c)2 of the organization certificate relating to the number of
shares of Series A Preferred Stock the Corporation is authorized to issue,
which read as follows:
"2 Number: The number of shares of Series A Preferred Stock shall initially
be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or
otherwise acquired by the corporation shall be canceled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series."
is hereby amended to read as follows:
"2. Number: The number of shares of Series A Preferred Stock shall be 400
shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise
acquired by the corporation shall be canceled and shall revert to authorized
but unissued Series Preferred Stock undesignated as to series."
6. The foregoing amendment of the organization certificate was authorized by
unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.
In WITNESS WHEREOF, we have made and subscribes this certificate this
21st day of June, 1995.
__________________
James T. Byrne, Jr.
Managing Director
__________________
Lea Lahtinen
Assistant Secretary<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: Bankers Trust Company Call Date: 9/30/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks September 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
----------
| C400 |
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
ASSETS | / / / / / / / / / / / / |
1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / / / / / / / / / |
a. Noninterest-bearing balances and currency and coin(1) ............................... | 0081 1,690,000|1.a.
b. Interest-bearing balances(2) ........................................................ | 0071 1,531,000|1.b.
2. Securities: | / / / / / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, column A) .......................... | 1754 0|2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)......................... | 1773 4,104,000|2.b.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices | / / / / / / / / / / / / |
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | / / / / / / / / / / / / |
a. Federal funds sold .................................................................. | 0276 3,475,000|3.a.
b. Securities purchased under agreements to resell ..................................... | 0277 792,000|3.b.
4. Loans and lease financing receivables: | / / / / / / / / / / / / |
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 21,152,000 | / / / / / / / / / / / / |4.a.
b. LESS: Allowance for loan and lease losses.....................RCFD 3123 981,000 | / / / / / / / / / / / / |4.b.
c. LESS: Allocated transfer risk reserve ........................RCFD 3128 0 | / / / / / / / / / / / / |4.c.
d. Loans and leases, net of unearned income, | / / / / / / / / / / / / |
allowance, and reserve (item 4.a minus 4.b and 4.c) ................................. | 2125 20,171,000|4.d.
5. Trading assets (from Schedule RC-D)...... .............................................. | 3545 37,469,000|5.
6. Premises and fixed assets (including capitalized leases) ....................... | 2145 839,000|6.
7. Other real estate owned (from Schedule RC-M) ................................... | 2150 257,000|7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 243,000|8.
9. Customers' liability to this bank on acceptances outstanding ........................... | 2155 461,000|9.
10. Intangible assets (from Schedule RC-M) ................................................. | 2143 10,000|10.
11. Other assets (from Schedule RC-F) ...................................................... | 2160 10,351,000|11.
12. Total assets (sum of items 1 through 11) ............................................... | 2170 81,393,000|12.
- --------------------------
<FN>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
Legal Title of Bank: Bankers Trust Company Call Date: 9/30/95 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
Schedule RC--Continued ___________________________________
| C400 |
Dollar Amounts in Thousands | RCFD Bil Mil Thou |
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES | / / / / / / / / / / / / |
13. Deposits: | / / / / / / / / / / / / |
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 7,445,000 |13.a.
(1) Noninterest-bearing(1) .....................................RCON 6631 3,025,000 | / / / / / / / / / / / / |13.a.(1)
(2) Interest-bearing ...........................................RCON 6636 4,420,000 | / / / / / / / / / / / / |13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E | / / / / / / / / / / / / |
part II) | RCFN 2200 20,135,000|13.b.
(1) Noninterest-bearing ........................................RCFN 6631 533,000 | / / / / / / / / / / / / |13.b.(1)
(2) Interest-bearing .........................................RCFN 6636 19,602,000 | / / / / / / / / / / / / |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase in | / / / / / / / / / / / / |
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: | / / / / / / / / / / / / |
a. Federal funds purchased.............................................................. | RCFD 0278 4,021,000|14.a.
b. Securities sold under agreements to repurchase....................................... | RCFD 0279 1,472,000|14.b.
15. a. Demand notes issued to the U.S. Treasury............................................. | RCON 2840 0|15.a.
b. Trading liabilities.................................................................. | RCFD 3548 20,282,000|15.b.
16. Other borrowed money: | / / / / / / / / / / / / |
a. With original maturity of one year or less........................................... | RCFD 2332 10,242,000|16.a.
b. With original maturity of more than one year......................................... | RCFD 2333 3,196,000|16.b.
17. Mortgage indebtedness and obligations under capitalized leases.......................... | RCFD 2910 35,000|17.
18. Bank's liability on acceptances executed and outstanding................................ | RCFD 2920 461,000|18.
19. Subordinated notes and debentures....................................................... | RCFD 3200 1,226,000|19.
20. Other liabilities (from Schedule RC-G).................................................. | RCFD 2930 8,663,000|20.
21. Total liabilities (sum of items 13 through 20).......................................... | RCFD 2948 77,178,000|21.
| / / / / / / / / / /
22. Limited-life preferred stock and related surplus........................................ | RCFD 3282 0|22.
EQUITY CAPITAL | / / / / / / / / / / / / |
23. Perpetual preferred stock and related surplus........................................... | RCFD 3838 400,000|23.
24. Common stock............................................................................ | RCFD 3230 852,000|24.
25. Surplus (exclude all surplus related to preferred stock)................................ | RCFD 3839 528,000|25.
26. a. Undivided profits and capital reserves............................................... | RCFD 3632 2,794,000|26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities............... | RCFD 8434 6,000|26.b.
27. Cumulative foreign currency translation adjustments..................................... | RCFD 3284 (365,000)|27.
28. Total equity capital (sum of items 23 through 27)....................................... | RCFD 3210 4,215,000|28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, | / / / / / / / / / / / / |
and 28)................................................................................. | RCFD 3300 81,393,000|29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the
most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1994...................................................... | RCFD 6724 N/A | M.1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards by a certified public
accounting firm (may be required by state chartering authority)
- ----------------------
<FN>
(1) Including total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
