Pricing Supplement Dated October 21, 1997 Rule 424(b)(3)
(To Prospectus dated August 18, 1997 and File No. 333-32971
Prospectus Supplement dated August 19, 1997)
CPC International Inc.
Medium-Term Notes, Series F - Fixed Rate
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Principal Amount: $150,000,000 Interest Rate: 7.00%
Issue Price: $149,700,000 Original Issue Date: October 24, 1997
Agent's Discount or Stated Maturity Date: October 15, 2017
Commission: $1,312,500
Net Proceeds to Issuer: $148,387,500
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Interest Payment Dates: April 15 and October 15
Redemption:
/ / The Notes cannot be redeemed prior to the Stated Maturity Date.
/X/ The Notes may be redeemed prior to the Stated Maturity Date. See
"Other Provisions," below.
Initial Redemption Date:
Initial Redemption Percentage: %
Annual Redemption Percentage Reduction: % until Redemption
Percentage is 100% of the principal amount.
Optional Repayment:
/ / The Notes cannot be repaid prior to the Stated Maturity Date.
/X/ The Notes can be repaid prior to the Stated Maturity Date at the
option of CPC International Inc. See "Other Provisions," below.
Optional Repayment Date(s):
Repayment Prices: ________%
Currency:
Specified Currency:_____________________
(if other than U.S. dollars, see attached)
Authorized Denominations:
(Applicable only if (i) other than U.S. $1,000 or (ii) Specified
Currency is other than U.S. dollars)
Option to Receive Payments in Specified Currency: / / Yes / / No
(Applicable only if Specified Currency is other than U.S. dollars)
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Discount Note: /X/ Yes / / No
Total Amount of OID: $300,000 Yield to Maturity: 7.019%
Initial Accrual Period:
Indexed Note: Yes (see Other Provisions below) /X/ No
Amortizing Note: Yes (see Other Provisions below) /X/ No
Form: /X/ Book-Entry / / Certificated
Agent: /X/ Salomon Brothers Inc
/X/ Merrill Lynch & Co.
/ / Other _________________
Agent acting in the capacity as indicated below:
/ / Agent /X/ Principal
If as principal:
/ / The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
/X/ The Notes are being offered at a fixed initial public
offering price of 99.800% of principal amount.
If as Agent:
The Notes are being offered at a fixed initial public offering
price of % of principal amount.
Exchange Rate Agent: N/A
Calculation Agent: N/A
Other Provisions:
Optional Redemption
The Notes will be redeemable as a whole or in part, at the option of CPC
International Inc. ("CPC International") from time to time, on not less than 30
or more than 60 days' notice mailed to holders thereof, at a redemption price
equal to (A) the greater of (i) 100% of the principal amount of the Notes and
(ii) the sum of the present values of the Remaining Scheduled Payments
discounted to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points,
reduced by the amount of accrued interest, if any, on the principal amount at
maturity being redeemed to the date of redemption, plus (B) accrued interest, if
any, on the principal amount at maturity being redeemed to the date of
redemption.
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"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by CPC International.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer as of 3:30 p.m., New York City time on the
third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their respective successors and
two other nationally recognized investment banking firms that are Primary
Treasury Dealers specified from time to time by CPC International; provided,
however, that if either of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), CPC
International shall substitute therefor another nationally recognized investment
banking firm that is a Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related redemption date but for such
redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding such redemption date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
On and after the redemption date, interest will cease to accrue on the Note
or any portion thereof called for redemption. On or before any redemption date,
CPC International shall deposit with a paying agent (or the Trustee) money
sufficient to pay the redemption price of and accrued interest on the Notes to
be redeemed on such date. If less than all the Notes are to be redeemed, the
Notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
