As filed with the Securities and Exchange Commission on [ ], 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CPC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2385545
(State or other jurisdiction (I.R.S. Employer
of 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)
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) Copies of
Correspondence to:
HANES A. HELLER W. LESLIE DUFFY
Vice President and General Counsel Cahill Gordon & Reindel
CPC International Inc. 80 Pine Street
Englewood Cliffs, New Jersey 07632 New York, New York 10005
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
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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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Amount to offering price aggregate Amount of
Securities to be registered be per unit(3) offering price(1)(3) registration fee
registered(1)(2)
- --------------------------------- ------------------- ------------------------ ---------------------- ----------------------
<S> <C> <C> <C> <C>
Debt Securities............ $500,000,000 100% $500,000,000 $151,516
- --------------------------------- ------------------- ------------------------ ---------------------- ----------------------
</TABLE>
(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 $500,000,000.
(3) Estimated solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION dated August 6, 1997
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 indebtedness (the "Debt Securities") up to an aggregate
initial public offering price of $500,000,000 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 "Prospectus 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 Prospectus 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 denominations,
maturity, initial public offering price or prices (including the currency in
which such price or prices are payable), rate or rates (which may be fixed,
variable or zero) and times of payment 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 payment, 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 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 delivered
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 , 1997.
<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>
AVAILABLE INFORMATION
The Company is subject to the informational requirements 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 maintained 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 Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such material may also be accessed electronically by means of the
Commission's Web site (http://www.sec.gov). 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 registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
of which this Prospectus forms a part. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations 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, 1996, (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997, (iii) Proxy Statement dated
March 13, 1997 and (iv) Current Reports on Form 8-K dated February 27, 1997 and
June 24, 1997.
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
incorporated 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 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 supersedes 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
documents). Written requests should be directed to Corporate 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.
--------------------------
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 countries other than the United States, and
composite currencies, including European Currency Units.
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THE COMPANY
The Company and its consolidated subsidiaries constitute a worldwide group
of businesses, principally engaged in three major industry segments: consumer
foods, baking and corn refining.
The Company's consumer foods business consists of three worldwide
businesses: Knorr soups, sauces, bouillons and related products; dressings
(including mayonnaise); and foodservice (catering). Regional businesses include:
starches (basic nutritious foods), desserts and bread spreads. These products
are sold under more than 25 major trademarks including Best Foods, Hellmann's,
Karo, Knorr, Maizena, Mazola, Mueller's, Pfanni and Skippy.
The Company's baking division was created in October 1995 when it acquired
Entenmann's sweet-baked goods, Freihoffer's sweet-baked goods and breads,
Orowheat breads and Boboli pizza crusts and combined them with its existing
Thomas' English muffins and bagels, Arnold and Brownberry breads, and Sahara
pita bread businesses.
On February 26, 1997, the Company announced its intention to spin off its
corn refining business to its stockholders as a new independent, publicly-owned
company, subject to approval by the Board of Directors of the Company of a
definitive plan. The corn refining business manufactures and sells products
including corn starches, corn syrups, high fructose corn syrup, dextrose, corn
oil and animal feed ingredients, which products are used for industrial purposes
and as food ingredients. The objective of the spin-off is to give both the
Company and the new corn refining company the focus, flexibility and resources
needed for faster growth of sales, volumes and profits. The transaction is
expected to be completed by the end of 1997 and is expected to be tax-free to
the Company and its stockholders. The Company is accounting for its corn
refining business as a discontinued operation.
As of December 31, 1996, the Company had a total of 161 operating plants,
of which 42 are in the United States, 7 in Canada, 41 in Europe, 24 in Africa
and the Middle East, 29 in Latin America and 18 in Asia. In addition, as of such
date the Company had interests in joint ventures that operate 4 plants in Latin
America (corn refining products). Of the 161 plants, 118 are engaged solely in
the manufacture of consumer foods products, 25 are engaged in the manufacture of
corn refining products (6 of which also produce consumer foods products) and 1
plant is engaged in the manufacture of other products.
The Company is a Delaware corporation and has its principal 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 and for continuing operations for the 3 months ended March 31,
1997. The ratios have been computed by dividing income before taxes and fixed
charges by fixed charges. Fixed charges consist of gross interest expense on
debt and a portion of rental expense deemed to be representative of interest.
<TABLE>
<CAPTION>
Three Months Ended Year Ended December 31,
---------------------------------------------------------
March 31, 1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ----
-------------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of 5.2* 4.8 6.2 5.6** 7.0 6.4
earnings to
fixed charges
</TABLE>
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* Reflects continuing operations.
** Includes a charge of $227 million for restructuring included in income
before taxes.
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<PAGE>
USE OF PROCEEDS
Except as may be stated otherwise in a Prospectus Supplement, 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 forms of which are filed as
Exhibits 4.1 and 4.2 to the Registration Statement. The following 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 references 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 $500,000,000, or 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 Supplement, 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 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 pari passu with all other unsecured and unsubordinated indebtedness of the
Company.
Reference is made to the applicable Prospectus Supplement for a description
of the terms of the Debt Securities of a series, including, where applicable,
(i) the designation, aggregate 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 variable), 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
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<PAGE>
interest payable on such Registered Securities on any Interest Payment Date; (v)
the currency or currencies in which payment of the principal of (and any
premium) 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 (as defined
below) for such Global Security or Securities; (vii) if a temporary Global
Security 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 temporary 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
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 Securities may be presented for registration of
transfer; (ix) any terms upon which such Debt Securities will be subject to
mandatory 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 Securities 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 advisable
under United States laws or regulations. (Section 301)
Reference should also be made to the applicable Prospectus 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 Securities 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 transfer, in the manner,
at the places, and subject to the restrictions 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 payment
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 "Depositary") identified in the applicable Prospectus
Supplement. Global Securities may be issued in registered form and in either
temporary or permanent form. Unless and until it is exchanged in 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 Depositary, (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)
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<PAGE>
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 registration 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 designated 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 interests 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 physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability of owners to transfer beneficial 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 represented 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 considered the owners or holders thereof under the Indenture.
Payments of principal of (and premium, if any) and any interest on Debt
Securities registered in the name of a Depositary or its nominee will be made to
the Depositary or its 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 relating to or payments made on account
of beneficial ownership interests 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 Securities 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 payments 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 registered 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 successor 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 Securities of such series in definitive form in exchange for the
Global 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
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<PAGE>
such Debt Securities in definitive form. Debt Securities of such series so
issued in definitive form will be issued in denominations, unless otherwise
specified by the Company, of $1,000 and integral multiples thereof.
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
Corporate 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 Borough 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 International 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 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;
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(iii) encumbrances securing Debt of a Restricted Subsidiary 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 statute 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 encumbrances; or
(vi) any extension, renewal or replacement (or successive 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 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 Company 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
Company or any Restricted Subsidiary which by its terms (i) matures at, or is
extendible or renewable at the sole option of the obligor 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
importance 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 Transaction, 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
Transaction" means any arrangement with any person providing for the leasing by
the Company or any Restricted Subsidiary of any Principal Property owned as of
June 20, 1967 (except for temporary leases for a term of not more than
-8-
<PAGE>
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 substantially as an entirety to any
Person, unless: (i) the successor 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; (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; (iv) default
in the performance or breach of any other covenant of the Company in the
Indenture for the benefit of Debt Securities 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 or the Holders of at least 25% in
aggregate principal amount of the Debt Securities of such series then
Outstanding 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 principal 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 entitled to indemnification by the Holders of such Debt
Securities before proceeding to exercise any right or power under the Indenture
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 thereunder, 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 principal 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 lawfully be taken or would be
illegal or in conflict with the Indenture
-9-
<PAGE>
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 occurrence 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 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 Holders of a majority in aggregate
principal amount of the Outstanding 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 Outstanding 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 payment in a
designated currency; (vii) impair the right to institute 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
certain 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 provisions 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 Securities 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 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 previously issued have been canceled or
delivered to the Trustee for cancellation, (ii) the principal of (and premium,
if any) and any 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 any interest on all Outstanding 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
-10-
<PAGE>
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
obligations 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 payment in trust) or (ii) will not
be subject to provisions of the Indenture described above under "Limitation of
Secured Indebtedness" 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 (and premium, if any) thereon and principal
thereof in accordance with their terms, will provide money in an amount
sufficient to pay all the principal (including any mandatory sinking fund
payments) of, and interest (and premium, if any) on, the Debt Securities of such
series on the dates such payments are due in accordance with the terms of such
Debt Securities. 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 Holders 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.
Concerning the Trustee
Bankers Trust Company is the Trustee under the Indenture. Bankers Trust
Company is a depository for funds, participates in certain revolving credit and
commercial paper facilities, and performs other services 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 purchasers or to a single purchaser. The applicable Prospectus
Supplement will set forth the terms of the offering of the Debt Securities of a
series, including the name or names of any underwriters 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 transactions, 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 Securities 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
-11-
<PAGE>
will be named, and any commissions payable by the Company to such agent will be
set forth in the applicable Prospectus Supplement. Unless otherwise indicated in
such Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, 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 specified date. Such
contracts will be subject only to those conditions set forth in such Prospectus
Supplement. Such Prospectus Supplement will set forth the commissions payable
for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, 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 business 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 disposal, or the
holding, of securities, whether as principal or as agent.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities will be passed
on for the Company by Hanes A. Heller, Esq., Vice President and General Counsel
of the Company. As of June 29, 1997, Mr. Heller owned beneficially and of record
10,826 shares of the Company's common stock and owned currently exercisable
stock options to purchase an additional 15,769 shares of such common stock.
EXPERTS
The financial statements of CPC International Inc. and its consolidated
subsidiaries as of December 31, 1996, 1995 and 1994 and for each of the years in
the three-year period ended December 31, 1996, 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.
-12-
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No dealer, salesperson or other individual has been $500,000,000
authorized to give any information or to make any
representations other than those contained in this
Prospectus in connection with the offer made by this
Prospectus 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 CPC International Inc.
been no change in the affairs of the Company since the
date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or
in which the person making such offer or solicitation
is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
Debt Securities
___________________ [LOGO]
Table of Contents
Page
Available Information...................... 2
Incorporation of Certain Documents by
Reference............................... 2
The Company................................ 3
Ratios of Earnings to Fixed Charges........ 3 Prospectus
Use of Proceeds............................ 4
Description of Debt Securities............. 4
Plan of Distribution....................... 11 Dated , 1997
Legal Matters.............................. 12
Experts.................................... 12
</TABLE>
<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 commissions, 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 ............................ $151,516
Legal fees and expenses........................ 40,000
Printing expenses ............................. 80,000
Accounting fees and expenses .................. 40,000
Blue sky fees and expenses .................... 7,500
Trustee's fees ................................ 20,000
Rating agency fees ............................ 125,000
Miscellaneous expenses ........................ 10,984
-------
Total .................................... $475,000
=======
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 Chancery or the court in which the
officer or director was found liable determines that the officer or director is
fairly and reasonably entitled to indemnity, then the Court of Chancery or such
other court may permit indemnity for such officer or director 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
Registrant or its stockholders, (ii) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation 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.
II-1
<PAGE>
The By-laws provide that the Registrant may purchase and maintain insurance
to protect any person against any liability 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 liability
or expense by law or under the By-laws or otherwise. Pursuant to this provision,
the Registrant has entered into a Directors' and Officers' Liability and
Registrant Reimbursement Liability Insurance Policy.
The Registrant's By-laws also provide that indemnification 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
agreements 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 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 Underwriting 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).
1.2* Proposed form of Selling Agency Agreement.
4.1 Indenture dated as of April 15, 1988 between the Registrant and
Bankers Trust Company, as Trustee. 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
Bankers Trust Company, as Trustee. Incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File
No. 33-65171) as filed on December 20, 1995.
4.3 Form of Registered Debt Security. Incorporated by reference to Exhibit
4.3 to the Company's Registration 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 Registration Statement on Form S-3 (File No. 33-
52213) as filed on February 9, 1994.
5* Opinion of Hanes A. Heller, Esq., Vice President and General Counsel
of the Registrant.
-2
<PAGE>
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 Hanes A. Heller, Esq., 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
Company, as Trustee.
- ------------------
* Filed herewith.
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
II-3
<PAGE>
the securities offered therein, and the offering of such securities at
that time shall be deemed to the initial 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 securities 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 Commission
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 Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the Securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
II-4
<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 6th
day of August, 1997.
CPC INTERNATIONAL INC.
By: /s/ Charles R. Shoemate
------------------------------
Charles R. Shoemate, Chairman,
President 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 6th day of August, 1997.
/s/ Charles R. Shoemate Chairman, President and Chief Executive Officer
- ------------------------------
(Charles R. Shoemate)
/s/ Bernard H. Kastory Senior Vice President, Finance and
- ------------------------------ Administration
(Bernard H. Kastory)
/s/ Rainer H. Mimberg Vice President, Finance and Comptroller
- ------------------------------
(Rainer H. Mimberg)
* Director
- ------------------------------
(Theodore H. Black)
* Director
- ------------------------------
(C. Castellini)
* Director
- ------------------------------
(Alfred C. DeCrane, Jr.)
* Director
- ------------------------------
(William C. Ferguson)
* Director
- ------------------------------
(Robert J. Gillespie)
* Director
- ------------------------------
(Ellen R. Gordon)
* Director
- ------------------------------
(George V. Grune)
* Director
- ------------------------------
(Leo I. Higdon, Jr.)
II-5
<PAGE>
* Director
- ------------------------------
(Richard G. Holder)
* Director
- ------------------------------
(Eileen S. Kraus)
* Director
- ------------------------------
(Alain Labergere)
* Director
- ------------------------------
(H. de C. Meirelles)
* Director
- ------------------------------
(William S. Norman)
*By /s/ John B. Meagher
-------------------------
(John B. Meagher)
Attorney-in-Fact
II-6
<PAGE>
Exhibit Page
No. Description of Exhibit Number
1.1* Proposed form of Underwriting Agreement (including form of
Delayed Delivery Contract).
1.2* Proposed form of Selling Agency Agreement.
4.1 Indenture dated as of April 15, 1988 between the Registrant and
Bankers Trust Company, as Trustee. 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 Bankers Trust Company, as Trustee. Incorporated by
reference to Exhibit 4.2 to the Company's Registration Statement
on Form S-3 (File No. 33-65171) as filed on December 20, 1995.
4.3 Form of Registered Debt Security. Incorporated by reference to
Exhibit 4.3 to the Company's Registration 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 Registration Statement on Form S-3
(File No. 33- 52213) as filed on February 9, 1994.
5* Opinion of Hanes A. Heller, Esq., 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 Hanes A. Heller, Esq., 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 Company, as Trustee.
- ------------------
* Filed herewith.
II-7
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.
<PAGE>
2
(i) The Company meets the requirements for the use of Form
S-3 under the Securities Act of 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 those 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
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3
the Securities in accordance with Rules 430A and 424(b)(1) or
(4), or (y) prior to the effectiveness of such registration
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 those
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
<PAGE>
4
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of 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 403A Information deemed to be
included therein at the Effective Date as provided by Rule
<PAGE>
5
430A. "Rule 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 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
<PAGE>
6
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. 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.
<PAGE>
7
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), 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 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 P.M. 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 to 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
Rep-
<PAGE>
8
resentatives (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
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 earning 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)
<PAGE>
9
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. 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 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 Underwriters. 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
<PAGE>
10
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 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 Hanes A. Heller, Esq., 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;
<PAGE>
11
[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 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 Contract,
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 nor 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 Contract 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 in-
<PAGE>
12
strument 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 any of its subsidiaries,
except or such conflict, breach or default which, whether individually or
in the aggregate, would not be expected to have a material adverse effect
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 cause 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).
<PAGE>
13
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 (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 Hanes A. Heller, Esq., 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
<PAGE>
14
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 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; and
(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 cause 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
<PAGE>
15
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 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 to
the Closing Date with the same effect as if made on the Closing Date
and
<PAGE>
16
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;
(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 (exercise 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 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
<PAGE>
17
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 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 their 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 respect thereof) arise out of
<PAGE>
18
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 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 Com-
<PAGE>
19
pany 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 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 expense 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
<PAGE>
20
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).
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).
<PAGE>
21
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
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
fail 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.
<PAGE>
22
10. Representation 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 an payment for the 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>
23
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. 333-
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
Underwriters of Securities to
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 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
<PAGE>
2
party shall incur any liability by reason of the failure thereof) that (1) the
purchase of Securities to be 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 deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith. 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 the 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 1.2
CPC International Inc.
U.S. $500,000,000 Medium-Term Notes, Series F
Due More Than Nine Months
From Date of Issue
Selling Agency Agreement
, 1997
New York, New York
SALOMON BROTHERS INC MERRILL LYNCH, PIERCE, FENNER
Seven World Trade Center & SMITH INCORPORATED
New York, New York 10048 World Financial Center-North
250 Vesey Street
New York, New York 10281
Ladies and Gentlemen:
CPC International Inc., a Delaware corporation (the "Company"), confirms
the agreement with each of you with respect to the issuance and sale by the
Company of up to $500,000,000 aggregate principal amount of its Medium-Term
Notes, Series F, Due More Than Nine Months from Date of Issue (the "Notes"). The
Notes will be issued under an indenture dated as of April 15, 1988 as amended
and supplemented by the First Supplemental Indenture and Amendment dated as of
March 2, 1994 (together, the "Indenture") between the Company and Bankers Trust
Company, as trustee (the "Trustee"). Unless otherwise specifically provided for
and set forth in a Pricing Supplement (as defined below), the Notes will be
issued in minimum denominations of $1,000 and in denominations exceeding such
amount by integral multiples of $1,000, or the equivalent thereof in a specified
currency of a country other than the United States or in a composite currency
and in any greater denomination that is an integral multiple of $1,000 of such
specified currency or composite currency. References herein to "$" shall be to
United States dollars, and references herein to amounts in United States dollars
shall be deemed to refer to the equivalent amount of currencies of countries
other than the United States or composite currencies to the extent applicable.
The Notes will be issued only in fully registered form and will
<PAGE>
2
have the interest rates, maturities and, if applicable, other terms set forth in
such Pricing Supplement. The Notes will be issued, and the terms thereof
established, in accordance with the Indenture and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the "Procedures")
(unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise
supersedes such Procedures with respect to the Notes issued pursuant to such
Terms Agreement). The Procedures may be amended only by written agreement of the
Company and you after notice to, and with the approval of, the Trustee. For the
purposes of this Agreement, the term "Agent" shall refer to either of you (or
any additional parties appointed pursuant to Section 13 hereof) acting solely in
the capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term "Purchaser" shall refer to
either of you (or any additional parties specified in accordance with Section
2(a)) acting solely as principal pursuant to Section 2(b) and not as agent, and
the term "you" shall refer to both of you (and any such additional parties)
collectively whether at any time either of you is acting in both such capacities
or in either such capacity. In acting under this Agreement, in whatever
capacity, each of you is acting individually and not jointly.
1. Representations and Warranties. The Company represents and warrants to,
and agrees with, you as set forth below in this Section 1. Certain terms used in
this Section 1 are defined in paragraph (d) hereof.
a. The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (File Number: 333- ), including a basic prospectus,
which has become effective, for the registration under the Act of
$500,000,000 aggregate principal amount of debt securities (the
"Securities"). Such registration statement, as amended at the date of this
Agreement, meets the requirements set forth in Rule 415(a)(1)(ix) or (x)
under the Act and complies in all other material respects with said Rule.
The Company has included in such registration statement, or has filed or
will file with the Commission pursuant to the applicable paragraph of Rule
424(b) under the Act, a supplement to the form of prospectus included in
such registration statement relating to the Notes, and the plan of
distribution thereof (the "Prospectus Supplement"). In connection with the
sale of Notes, the Company proposes to
<PAGE>
3
file with the Commission pursuant to the applicable paragraph of Rule
424(b) under the Act further supplements to the Prospectus Supplement (each
a "Pricing Supplement") specifying the interest rates, maturity dates and,
if appropriate, other similar terms of the Notes sold pursuant hereto or
the offering thereof.
b. As of the Execution Time (as defined below), on the Effective Date
(as defined below), when any supplement to the Prospectus is filed with the
Commission, as of the date of a Terms Agreement and at the date of delivery
by the Company of any Notes sold hereunder (a "Closing Date"), (i) the
Registration Statement, as amended as of any such time, and the Prospectus,
as supplemented as of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
respective rules thereunder; (ii) the Registration Statement, as amended as
of any such time, did not or will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading; and (iii) the Prospectus, as supplemented as of any such time,
will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties
as to (i) that part of the Registration Statement that 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 Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to
the Company by any of you specifically for inclusion in the Registration
Statement or the Prospectus (or any supplement thereto).
c. As of the time any Notes are issued and sold hereunder, the
Indenture will constitute a legal, valid and binding instrument enforceable
against the Company in accordance with its terms and such Notes will have
been duly authorized, executed, authenticated and, when paid for by the
purchasers thereof, will constitute legal,
<PAGE>
4
valid and binding obligations of the Company entitled to the benefits of
the Indenture.
d. The terms that 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 and each date after the date hereof on
which a document incorporated by reference in the Registration Statement is
filed. "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Basic Prospectus" shall mean
the form of basic prospectus relating to the Securities contained in the
Registration Statement at the Effective Date. "Prospectus" shall mean the
Basic Prospectus as supplemented by the Prospectus Supplement and, if the
context so requires, the applicable Pricing Supplement. "Registration
Statement" shall mean the registration statement referred to in the first
sentence of paragraph (a) above, including incorporated documents, exhibits
and financial statements, as amended at the Execution Time. "Rule 415" and
"Rule "424", refer to such rules under the Act. Any reference herein to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement or
the 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, the
Prospectus Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the 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, the
Prospectus Supplement or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of Offers To Purchase;
Sales of Notes to a Purchaser. a. Subject to the terms and conditions set forth
herein, the Company hereby authorizes each of the Agents to act as its agent to
solicit offers for the purchase of all or part of the Notes from the Company.
<PAGE>
5
On the basis of the representations and warranties, and subject to the
terms and conditions, set forth herein, each of the Agents agrees, as agent of
the Company, to use its reasonable efforts to solicit offers to purchase the
Notes from the Company upon the terms and conditions set forth in the Prospectus
(and any supplement thereto) and in the Procedures. Each Agent shall make
reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes has been solicited by such Agent and
accepted by the Company, but such Agent shall not, except as otherwise provided
in this Agreement, be obligated to disclose the identity of any purchaser or
have any liability to the Company in the event any such purchase is not
consummated for any reason. Except as provided in Section 2(b), under no
circumstances will any Agent be obligated to purchase any Notes for its own
account. It is understood and agreed, however, that any Agent may purchase Notes
as principal pursuant to Section 2(b).
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of instructions from the
Company, the Agents will forthwith suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has advised them that such
solicitation may be resumed.
The Company agrees to pay each Agent a commission' on the Closing Date with
respect to each sale of Notes by the Company as a result of a solicitation made
by such Agent, in an amount equal to that percentage specified in Schedule I
hereto of the aggregate principal amount of the Notes sold by the Company. Such
commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures, offers for
the purchase of Notes may be solicited by an Agent as agent for the Company at
such time and in such amounts as such Agent deems advisable. The Company
reserves the right to sell Notes directly to investors on its own behalf and to
add additional agents pursuant to Section 13. The Company may accept offers to
purchase Notes through an agent other than an Agent, provided that (i) the
Company shall not have solicited such offers, (ii) such agent is engaged on the
same terms and conditions (including, without limitation, commission rates) as
those contained in (without being required to become a party hereto) this
Agreement and (iii) the Company shall give the Agents notice of such
transaction.
<PAGE>
6
If the Company shall default in its obligations to deliver Notes to a
purchaser whose offer it has accepted, the Company shall indemnify and hold each
of you harmless against any loss, claim or damage arising from or as a result of
such default by the Company.
b. Subject to the terms and conditions stated herein, whenever the Company
and any of you determine that the Company shall sell Notes directly to any of
you as principal, each such sale of Notes shall be made in accordance with the
terms of this Agreement and a supplemental agreement relating to such sale. Each
such supplemental agreement (which may be either an oral or written agreement)
is herein referred to as a "Terms Agreement." Each Terms Agreement shall
describe the Notes to be purchased by the Purchaser pursuant thereto and shall
specify the aggregate principal amount of such Notes, the price to be paid to
the Company for such Notes, the maturity date of such Notes, the rate at which
interest will be paid on such Notes, the dates on which interest will be paid on
such Notes and the record date with respect to each such payment of interest,
the Closing Date for the purchase of such Notes, the place of delivery of the
Notes and payment therefor, the method of payment and any requirements for the
delivery of opinions of counsel, certificates from the Company or its officers
or a letter from the Company's independent public accountants as described in
Section 6(b). Any written Terms Agreement may be in the form attached hereto as
Exhibit B. The Purchaser's commitment to purchase Notes shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth.
Delivery of the certificates for Notes sold to the Purchaser pursuant to a
Terms Agreement shall be made not later than the Closing Date agreed to in such
Terms Agreement, against payment of funds to the Company in the net amount due
to the Company for such Notes by the method and in the form set forth in the
Procedures unless otherwise agreed to between the Company and the Purchaser in
such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a Terms
Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser
at a price equal to 100% of the principal amount thereof less a percentage equal
to the commission applicable to an agency sale of a Note of identical maturity
and (ii) may be resold by such Purchaser at varying prices from time to time or,
if set forth in the applicable Terms Agreement and Pricing Supplement, at a
fixed
<PAGE>
7
public offering price. In connection with any resale of Notes purchased, a
Purchaser may use a selling or dealer group and may reallow to any broker or
dealer any portion of the discount or commission payable pursuant hereto.
3. Offering and Sale of Notes. Each Agent and the Company agree to perform
the respective duties and obligations specifically provided to be performed by
them in the Procedures.
4. Agreements. The Company agrees with you that:
a. Prior to the termination of the offering of the Notes (including by
way of resale by a Purchaser of Notes), the Company will not file any
amendment of the Registration Statement or supplement to the Prospectus
(except for (i) periodic or current reports filed under the Exchange Act,
(ii) a supplement relating to any offering of Notes providing solely for
the specification of or a change in the maturity dates, interest rates,
issuance prices or other similar terms of any Notes or (iii) a supplement
relating to an offering of Securities other than the Notes) unless the
Company has furnished each of you a copy for your review prior to filing
and given each of you a reasonable opportunity to comment on any such
proposed amendment or supplement. Subject to the foregoing sentence, the
Company will cause each supplement to the Prospectus to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to you of
such filing. The Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b), (ii) when, prior to termination of any
offering of Notes, any amendment of the Registration Statement shall have
been filed or become effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or supplement to the Prospectus
or for any additional information, (iv) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding for that
purpose and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent
<PAGE>
8
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 Notes is required
to be delivered under the Act, any event occurs as a result of which the
Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company promptly will
(i) notify each of you to suspend solicitation of offers to purchase Notes
(and, if so notified by the Company, each of you shall forthwith suspend
such solicitation and cease using the Prospectus as then supplemented),
(ii) prepare and file with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement which will
correct such statement or omission or effect such compliance and (iii)
supply any supplemented Prospectus to each of you in such quantities as you
may reasonably request. If such amendment or supplement, and any documents,
certificates and opinions furnished to each of you pursuant to paragraph
(g) of this Section 4 in connection with the preparation or filing of such
amendment or supplement, are satisfactory in all respects to you, you will,
upon the filing of such amendment or supplement with the Commission and
upon the effectiveness of an amendment to the Registration Statement, if
such an amendment is required, resume your obligation to solicit offers to
purchase Notes hereunder.
c. The Company, during the period when a prospectus relating to the
Notes is required to be delivered under the Act, will file promptly all
documents required to be filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act and will furnish to each of
you copies of such documents. In addition, at the time the Company makes
any announcement to the general public concerning earnings or concerning
any other event which is required to be described, or which the Company
proposes to describe, in a document filed pursuant to the Exchange Act, the
Company will furnish to each of you the information contained in such
announcement. The Company also will furnish to each of you copies of all
press releases or announcements furnished to news or wire services and any
other material press releases and announcements.
<PAGE>
9
The Company will immediately notify each of you of (i) any decrease in the;
rating of the Notes or any other debt securities of the Company by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or (ii) any notice given of any
intended or potential decrease in any such rating or of a possible change
in any such rating that does not indicate the direction of the possible
change, as soon as the Company learns of any such decrease or notice.
d. As soon practicable, the Company will make generally available to
its security holders and to each of you an earning 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.
e. The Company will furnish to each of you and your counsel, without
charge, copies of the Registration Statement (including exhibits thereto)
and, so long as delivery of a prospectus may be required by the Act, as
many copies of the Prospectus and any supplement thereto as you may
reasonably request.
f. The Company will arrange for the qualification of the Notes for
sale under the securities and blue sky laws of such jurisdictions as any of
you may designate (including the provisions of Florida blue sky law, if
requested, relating to issuers doing business with Cuba), will maintain
such qualifications in effect so long as required for the distribution of
the Notes, and, if requested by an Agent or Purchaser, will arrange for the
determination of the legality of the Notes for purchase by institutional
investors; 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 or to take any action which would or could
subject the Company to taxation in any state where it is not now so
subject.
g. The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of counsel
for the Company relating to the business, operations and affairs of the
Company, the Registration Statement, the Prospectus, and any amendments
thereof or supplements thereto, the Indenture, the Notes, this Agreement,
the Procedures and the
<PAGE>
10
performance by the Company of its obligations hereunder and thereunder as
any of you may from time to time and at any time prior to the termination
of this Agreement reasonably request.
h. The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement and any Terms Agreement, including the
fees and disbursements of its accountants and counsel, the cost of printing
or other production and delivery of the Registration Statement, the
Prospectus, all amendments thereof and supplements thereto, the Indenture,
this Agreement, any Terms Agreement and all other documents relating to the
offering, the cost of preparing, printing, packaging and delivering the
Notes, the fees and disbursements, including fees of counsel, incurred in
compliance with Section 4(f), the fees and disbursements of the Trustee and
the fees of any agency that rates the Notes, (ii) reimburse each of you as
requested for all out-of-pocket expenses (including without limitation
advertising expenses), if any, incurred by you in connection with this
Agreement and (iii) pay the reasonable fees and expenses of your counsel
incurred in connection with this Agreement.
i. Each acceptance by the Company of an offer to purchase Notes will
be deemed to be an affirmation that its representations and warranties
contained in this Agreement are true and correct at the time of such
acceptance, as though made at and as of such time, and a covenant that such
representations and warranties will be true and correct at the time of
delivery to the purchaser of the Notes relating to such acceptance, as
though made at and as of such time (it being understood that for purposes
of the foregoing affirmation and covenant such representations and
warranties shall relate to the Registration Statement and Prospectus as
amended or supplemented at each such time). Each such acceptance by the
Company of an offer for the purchase of Notes shall be deemed to constitute
an additional representation, warranty and agreement by the Company that,
as of the settlement date for the sale of such Notes, after giving effect
to the issuance of such Notes, of any other Notes to be issued on or prior
to such settlement date and of any other Securities to be issued and sold
by the Company on or prior to such settlement date, the aggregate amount of
Securities (including any Notes) which have been issued
<PAGE>
11
and sold by the Company will not exceed the amount of Securities registered
pursuant to the Registration Statement. The Company will inform you
promptly upon your request of the aggregate amount of Securities registered
under the Registration Statement which remain unsold.
j. Each time that the Registration Statement or the Prospectus is
amended or supplemented (other than by an amendment or supplement (i)
relating to any offering of Securities, (ii) providing solely for the
specification of or a change in the maturity dates, the interest rates, the
issuance prices or other similar terms of any Notes sold pursuant hereto or
(iii) providing for a change the Agents deem to be immaterial), the Company
will deliver or cause to be delivered promptly to each of you a certificate
of the Company, signed by the Chairman of the Board or the President or a
Vice President and the Treasurer or Comptroller of the Company, dated the
date of the effectiveness of such amendment or the date of the filing of
such supplement, in form reasonably satisfactory to you, of the same tenor
as the certificate referred to in Section 5(e) but modified to relate to
the last day of the fiscal quarter for which financial statements of the
Company were last filed with the Commission and to the Registration
Statement and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement.
k. Each time that the Registration Statement or the Prospectus is
amended or supplemented (other than by an amendment or supplement (i)
relating to any offering of Securities, (ii) providing solely for the
specification of or a change in the maturity dates, the interest rates, the
issuance prices or other similar terms of any Notes sold pursuant hereto,
(iii) setting forth or incorporating by reference financial statements or
other information as of and for a fiscal quarter, unless, in the case of
clause (iii) above, in the reasonable judgment of any of you, such
financial statements or other information is of such a nature that an
opinion of counsel should be furnished or (iv) providing for a change the
Agents deem to be immaterial), the Company shall furnish or cause to be
furnished promptly to each of you a written opinion of counsel of the
Company satisfactory to each of you, dated the date of the effectiveness of
such amendment or the date of the filing of such supplement, in form
satisfactory to each of you, of the same tenor as the opinion referred to
in Sections 5(b) and 5(c) but modified
<PAGE>
12
to relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement or, in lieu of such opinion, counsel last
furnishing such an opinion to you may furnish each of you with a letter to
the effect that you may rely on such last opinion to the same extent as
though it were dated the date of such letter authorizing reliance (except
that statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of the effectiveness of such amendment or the filing of such
supplement).
l. Each time that the Registration Statement or the Prospectus is
amended or supplemented to include or incorporate amended or supplemental
financial information, the Company shall cause its independent public
accountants promptly to furnish each of you a letter, dated the date of the
effectiveness of such amendment or the date of the filing of such
supplement, in form satisfactory to each of you, of the same tenor as the
letter referred to in Section 5(f) with such changes as may be necessary to
reflect the amended and supplemental financial information included or
incorporated by reference in the Registration Statement and the Prospectus,
as amended or supplemented to the date of such letter; provided, however,
that, if the Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference financial
information as of and for a fiscal quarter, the Company's independent
public accountants may limit the scope of such letter, which shall be
satisfactory in form to each of you, to the unaudited financial statements
and the related "Management's Discussion and Analysis of Financial
Condition and Results of Operations" unless, in the reasonable judgment of
any of you, such letter should cover other information of an accounting or
financial nature.
5. Conditions to the Obligations of the Agents. The obligations of each
Agent to solicit offers to purchase the Notes shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the Execution Time, on the Effective Date, when any supplement to
the Prospectus is filed with the Commission and as of each Closing Date, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
<PAGE>
13
a. If filing of the Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Prospectus, and any such supplement, shall
have been filed in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of 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 each Agent the opinion of Hanes
A. Heller, Esq., Vice President and General Counsel for the Company, dated
the Execution Time, to the effect that:
(i) except as specified in the Prospectus or any documents
incorporated by reference therein, each of the Company and the
subsidiaries listed on Schedule II 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, with full
corporate power and authority to own its properties and conduct its
business as described in the 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 of 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 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 documents incorporated by reference in the Prospectus;
(iv) the Indenture has been duly authorized, executed and
delivered by the Company, has been duly
<PAGE>
14
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 Notes
have been duly authorized by the Company and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the purchasers thereof, will constitute
legal, valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable against the Company in
accordance with their terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other laws
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;
(v) 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
Prospectus, and there is no franchise, contract or other document of a
character required to be described in the Registration Statement or
Prospectus, or to be filed as an exhibit, which is not described or
filed as required; and the statements included or incorporated by
reference in the Prospectus describing any legal proceedings or
material contracts or agreements relating to the Company fairly
summarize such matters in all material respects;
(vi) the Registration Statement has become effective under the
Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been or will be made in the
manner and within the time period required by Rule 424(b);
<PAGE>
15
to the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or threatened; and
the Registration Statement and the 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
thereunder;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) the Notes conform in all material respects to the
description thereof contained in the Prospectus (subject to the
insertion in the Notes of the maturity dates, the interest rates and
other similar terms thereof which will be described in supplements to
the Prospectus as contemplated by the last sentence of Section 1(a) of
this Agreement);
(ix) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated herein 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 sale of the Notes as
contemplated by this Agreement and such other approvals (specified in
such opinion) as have been obtained;
(x) neither the execution and delivery of the Indenture not the
issue and sale of the Notes nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the terms
hereof will violate, conflict with, result in a breach of, or
constitute a default under, any law known by such counsel to be
applicable to the Company or its subsidiaries, or 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 hav-
<PAGE>
16
ing jurisdiction over the Company or any of its subsidiaries, except
for such violation, 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
(xi) no holders of securities of the Company have rights to the
registration of such securities under the Registration Statement.
In addition such counsel shall make a statement that shall include such
qualifying language as may be reasonably acceptable to each of you to the
effect that such counsel has no reason to believe that the Registration
Statement at the Effective Date or at the Execution Time contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus includes any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
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 Agents 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
Prospectus in this paragraph (b) include any supplements thereto at the
date such opinion is rendered.
c. The Company shall have furnished to each Agent the opinion of Luis
Schuchinski, Esq., Vice President-Taxation, dated the Execution Time, to
the effect that the information contained in the Prospectus under the
caption "United States Taxation" is a fair and accurate summary of the
principal Federal income tax consequences associated with the ownership of
the Notes.
d. Each Agent shall have received from a law firm designated by the
Agents and reasonably acceptable to the
<PAGE>
17
Company (which law firm on the execution date shall be Cleary, Gottlieb,
Steen & Hamilton), such opinion or opinions, dated the date hereof, with
respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus (together with any supplement
thereto) and other related matters as the Agents 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 each Agent a certificate of the
Company, signed by the Chairman of the Board or the President or a Vice
President and the Treasurer or Comptroller of the Company, dated the
Execution Time, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Prospectus, any
supplement to the Prospectus and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the date hereof with the same effect as if made on the date hereof and
the Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied as a condition to
the obligation of the Agents to solicit offers to purchase the Notes;
(ii) no stop order suspending the effectiveness of 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
incorporated by reference in the 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 Prospectus (exclusive of any supplement
thereto).
f. At the Execution Time, the Company's independent public accountants
shall have furnished to each Agent a
<PAGE>
18
letter, dated the date hereof, in form and substance reasonably
satisfactory to the Agents, containing statements and information of the
type customarily included in accountants' "comfort letters" to underwriters
with respect to certain financial information relating to the Company
contained in the Registration Statement and the Prospectus.
g. Prior to the Execution Time, the Company shall have furnished to
each Agent such further information, documents, certificates and opinions
of counsel as the Agents may reasonably request.
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 Agents and counsel for the Agents, this Agreement and all
obligations of any Agent hereunder may be cancelled at any time by the Agents.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered
at the office of Cahill Gordon & Reindel, special counsel for the Company, at 80
Pine Street, New York, New York, on the date hereof.
6. Conditions to the Obligations of a Purchaser. The obligations of a
Purchaser to purchase any Notes will be subject to the accuracy of the
representations and warranties on the part of the Company herein as of the date
of the related Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed and to the following
additional conditions precedent:
a. No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
b. To the extent agreed to between the Company and the Purchaser in a
Terms Agreement, the Purchaser shall have received, appropriately updated,
(i) a certificate of the Company, dated as of the Closing Date, to the
effect set forth in Section 5(e) (except that references to the
<PAGE>
19
Prospectus shall be to the Prospectus as supplemented as of the date of
such Terms Agreement), (ii) the opinion of counsel for the Company, dated
as of the Closing Date, to the effect set forth in Sections 5(b) and 5(c),
(iii) the opinion of counsel for the Purchaser, dated as of the Closing
Date, to the effect set forth in Section 5(d), and (iv) a letter or letters
of the independent public accountants for the Company, dated as of the
Closing Date, to the effect set forth in Section 5(f).
c. Prior to the Closing Date, the Company shall have furnished to the
Purchaser such further information, certificates and documents as the
Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement and
the applicable Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement and
required to be delivered to the Purchaser pursuant to the terms hereof and
thereof shall not be in all material respects reasonably satisfactory in form
and substance to the Purchaser and its counsel, such Terms Agreement and all
obligations of the Purchaser thereunder and with respect to the Notes subject
thereto may be cancelled at, or at any time prior to, the respective Closing
Date by the Purchaser. Notice of such cancellation shall be given to the Company
in writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed To Purchase To Refuse To Purchase. a. The
Company agrees that any person who has agreed to purchase and pay for any Note
pursuant to a solicitation by any of the Agents shall have the right to refuse
to purchase such Note if, at the Closing Date therefor, any condition set forth
in Section 5 or 6, as applicable, shall not be satisfied.
b. The Company agrees that any person who has agreed to purchase and pay
for any Note pursuant to a solicitation by any of the Agents shall have the
right to refuse to purchase such Note if, subsequent to the agreement to
purchase such Note, any change, condition or development specified in any of
Sections 9(b)(i) through (v) shall have occurred (with the reasonable judgment
of the Agent which presented the offer to purchase such Note being substituted
for any judgment of a Purchaser required therein) the effect of which is, in the
reasonable judgment of the Agent which
<PAGE>
20
presented the offer to purchase such Note, so material and adverse as to make it
impractical or inadvisable to proceed with the sale and delivery of such Note
(it being understood that under no circumstance shall any such Agent have any
duty or obligation to the Company or to any such person to exercise the judgment
permitted to be exercised under this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution. a. The Company agrees to indemnify and
hold harmless each of you, the directors, officers, employees and agents of each
of you and each person who controls each of you within the meaning of either the
Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which you, they or any of you or 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 Prospectus
or any preliminary Prospectus, or in any amendment thereof or supplement
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 it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that 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 any of
you specifically for inclusion therein. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
b. Each of you 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
you, but only with reference to written information relating to such of you
furnished to the Company by such of you specifically for inclusion in the
<PAGE>
21
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which you may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the cover
page and in the first paragraph of the inside cover, and under the heading "Plan
of Distribution," of the Prospectus Supplement constitute the only information
furnished in writing by any of you for inclusion in the documents referred to in
the foregoing indemnity, and you confirm that such statements are correct.
c. Promptly after receipt by an indemnified party under this Section 8 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 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, 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, (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
<PAGE>
22
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.
d. In the event that the indemnity provided in paragraph (a) or (b) of this
Section 8 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company and each of you agree to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of you may be
subject in such proportion as is appropriate to reflect the relative benefits
received by the Company and by each of you from the offering of the Notes from
which such Losses arise; provided, however, that in no case shall any of you be
responsible for any amount in excess of the commissions received by such of you
in connection with the sale of Notes from which such Losses arise (or, in the
case of Notes sold pursuant to a Terms Agreement, the aggregate commissions that
would have been received by such of you if such commissions had been payable).
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the Company and each of you shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and of each of you in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the total net proceeds from the offering (before deducting
expenses) of the Notes from which such Losses arise, and benefits received by
each of you shall be deemed to be equal to the total commissions received by
such of you in connection with the sale of Notes from which such Losses arise
(or, in the case of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such commissions had
been payable). Relative fault shall be determined by reference to whether any
alleged untrue
<PAGE>
23
statement or omission relates to information provided by the Company or any of
you. The Company and each of you agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), 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 8, each person who
controls any of you within the meaning of the Act or the Exchange Act and each
director, officer, employee and agent of any of you shall have the same rights
to contribution as you 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 the applicable terms and conditions of this paragraph (d).
9. Termination. a. This Agreement will continue in effect until terminated
as provided in this Section 9. This Agreement may be terminated either by the
Company as to any Agent or by any of you insofar as this Agreement relates to
any Agent, by giving written notice of such termination to such Agent or the
Company, as the case may be. This Agreement shall so terminate at the close of
business on the first business day following the receipt of such notice by the
party to whom such notice is given. In the event of such termination, no party
shall have any liability to the other party hereto, except as provided in the
fourth paragraph of Section 2(a), Section 4(h), Section 8 and Section 10.
b. Each Terms Agreement shall be subject to termination in the absolute
discretion of the Purchaser, by notice given to the Company prior to delivery of
any payment for any Note to be purchased thereunder, if prior to such time (i)
there shall have occurred, subsequent to the agreement to purchase such Note,
any change, or any development involving a prospective change, in or affecting
the business or properties of the Company and its subsidiaries the effect of
which is, in the reasonable judgment of the Purchaser, so material and adverse
as to make it impractical or inadvisable to proceed with the offering or
delivery of such Note, (ii) there shall have been, subsequent to the agreement
to purchase such Note, any decrease in the rating of any of the Company's debt
securities by any "nationally recognized statistical rating
<PAGE>
24
organization" (as defined for purposes of Rule 436(g) under the Act) or any
notice given of any intended or potential decrease in any such rating or of a
possible change in any such rating that does not indicate the direction of the
possible change, (iii) trading in the Company's Common Stock shall have been
suspended by the Commission or the New York, Midwest 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, (iv) a banking moratorium shall have been declared by either Federal
or New York State authorities or (v) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the judgment of the Purchaser, impracticable
or inadvisable to proceed with the offering or delivery of such Notes as
contemplated by the Prospectus (exclusive of any supplement thereto).
10. Survival of Certain Provisions. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of you set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of you or the Company or any of the directors, officers, employees,
agents or controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Notes. The provisions of Sections 4(h) and 8
hereof shall survive the termination or cancellation of this Agreement. The
provisions of this Agreement (including without limitation Section 7 hereof)
applicable to any purchase of a Note for which an agreement to purchase exists
prior to the termination hereof shall survive any termination of this Agreement.
If at the time of termination of this Agreement any Purchaser shall own any
Notes with the intention of selling them, the provisions of Section 4 shall
remain in effect until such Notes are sold by the Purchaser.
11. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to any of you, will be mailed, delivered or
telegraphed and confirmed to such of you, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at International Plaza, P.O. Box 8000, Englewood Cliffs, NJ
07632, attention of the Corporate Secretary.
<PAGE>
25
12. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto, their respective successors, the directors, officers,
employees, agents and controlling persons referred to in Section 8 hereof and,
to the extent provided in Section 7, any person who has agreed to purchase
Notes, and no other person will have any right or obligation hereunder.
13. Amendments. This Agreement may be amended or supplemented if, but only
if, such amendment or supplement is in writing and is signed by the Company and
each Agent; provided that the Company may from time to time, on 2 days prior
written notice to the Agents but without the consent of any Agent, amend this
Agreement to add as a party hereto one or more additional firms registered under
the Exchange Act, whereupon each such firm shall become an Agent hereunder on
the same terms and conditions as the other Agents that are parties hereto. The
Agents shall sign any amendment or supplement giving effect to the addition of
any such firm as an Agent under this Agreement.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
<PAGE>
26
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and you.
Very truly yours,
CPC International Inc.
By:_______________________
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
Salomon Brothers Inc
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By: Salomon Brothers Inc
By: __________________________
Name
Title:
By: Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By: __________________________
Name
Title:
<PAGE>
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold on an agency
basis by such Agent:
Term Commission Rate
From 9 months to less than 1 year.......... .125%
From 1 year to less than 18 months......... .150%
From 18 months to less than 2 years........ .200%
From 2 years to less than 3 years.......... .250%
From 3 years to less than 4 years.......... .350%
From 4 years to less than 5 years.......... .450%
From 5 years to less than 6 years.......... .500%
From 6 years to less than 7 years.......... .550%
From 7 years to less than 10 years......... .600%
From 10 years to less than 15 years........ .625%
From 15 years to less than 20 years........ .650%
From 20 years to less than 30 years........ .750%
From 30 years up to and
including 40 years....................... .875%
Unless otherwise specified in the applicable Terms Agreement, the discount
or commission payable to a Purchaser shall be determined on the basis of the
commission schedule set forth above. Commissions on Notes with a stated maturity
in excess of 40 years will be negotiated at the time of sale.
Address for Notice to you:
Notices to Salomon Brothers Inc shall be directed to it at Seven World
Trade Center, New York, New York 10048, Attention of the Medium-Term Note
Department.
Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated shall be
directed to it at World Financial Center - North, 250 Vesey Street, New York,
New York 10281, Attention of the Medium-Term Note Department.
<PAGE>
SCHEDULE II
SUBSIDIARY JURISDICTION OF ORGANIZATION
Arnold Foods Company, Inc. Delaware
Best Foods-Caribbean, Inc. Delaware
S.B. Thomas, Inc. New York
Entenmann's, Inc. Delaware
<PAGE>
EXHIBIT A
CPC International Inc.
Medium-Term Note Administrative Procedures
, 1997
The Medium-Term Notes, Series F, Due More Than Nine Months from Date of
Issue (the "Notes") of CPC International Inc. (the "Company") are to be offered
on a continuing basis. Salomon Brothers Inc and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as agents (each an "Agent"), have agreed to solicit
purchases of Notes issued in fully registered form. The Agents will not be
obligated to purchase Notes for their own account. The Notes are being sold
pursuant to a Selling Agency Agreement by and among the Company and the Agents
dated the date hereof (the "Agency Agreement"). The Notes will rank equally with
all other unsecured and unsubordinated debt of the Company and have been
registered with the Securities and Exchange Commission (the "Commission"). The
Notes will be issued under an Indenture dated as of April 15, 1988 as amended
and supplemented by the First Supplemental Indenture and Amendment dated as of
March 2, 1994 (together, the "Indenture"), between the Company and Bankers Trust
Company, as trustee (the "Trustee").
The Agency Agreement provides that Notes may also be purchased by an Agent
acting solely as principal and not as agent. In the event of any such purchase,
the functions of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by such Agent
acting solely as principal, unless otherwise agreed to between the Company and
such Agent acting as principal.
Each Note will be represented by either a Global Security (as defined
hereinafter) delivered to the Trustee, as agent for The Depository Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry
Note") or a certificate delivered to the Holder thereof or a Person designated
by such Holder (a "Certificated Note"). Only Notes denominated and payable in
U.S. dollars may be issued as Book-Entry Notes. An owner of a Book-Entry Note
will not be entitled to receive a certificate representing such Note.
The procedures to be followed during, and the specific terms of, the
solicitation of orders by the Agents and the sale as a result thereof by the
Company are explained be-
<PAGE>
2
low. Administrative and record-keeping responsibilities will be handled for the
Company by its Treasury Department. The Company will advise the Agents and the
Trustee in writing of those persons handling administrative responsibilities
with whom the Agents and the Trustee are to communicate regarding orders to
purchase Notes and the details of their delivery.
Administrative procedures and specific terms of the offering are explained
below. Book-Entry Notes will be issued in accordance with the administrative
procedures set forth in Part I hereof, as adjusted in accordance with changes in
DTC's operating requirements, and Certificated Notes will be issued in
accordance with the administrative procedures set forth in Part II hereof.
Unless otherwise defined herein, terms defined in the Indenture and the Notes
shall be used herein as therein defined. Notes for which interest is calculated
on the basis of a fixed interest rate, which may be zero, are referred to herein
as "Fixed Rate Notes." Notes for which interest is calculated on the basis of a
floating interest rate are referred to herein as "Floating Rate Notes." To the
extent the procedures set forth below conflict with the provisions of the Notes,
the Indenture, DTC's operating requirements or the Agency Agreement, the
relevant provisions of the Notes, the Indenture, DTC's operating requirements
and the Agency Agreement, respectively, shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
the custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representations
from the Company and the Trustee to DTC dated as of the date hereof and a
Medium-Term Note Certificate Agreement between the Trustee and DTC, dated as of
October 21, 1988 and as amended to the date hereof, and its obligations as a
participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as defined
under "Settlement" below) for one or
more Book-Entry Notes, the Company will
issue a single global security in fully
registered form without coupons (a
<PAGE>
3
"Global Security") representing up to
$200,000,000 principal amount of all
such Book-Entry Notes that have the same
original issue date, original issue
discount provisions, if any, Interest
Payment Dates, Regular Record Dates,
Interest Payment Period, redemption,
repayment and extension provisions, if
any, Maturity Date, and, in the case of
Fixed Rate Notes, interest rate, or, in
the case of Floating Rate Notes, initial
interest rate, Interest Rate Basis,
Index Maturity, Interest Reset Period,
Interest Reset Dates, Spread or Spread
Multiplier, if any, minimum interest
rate, if any, and maximum interest rate,
if any (collectively, the "Terms"). Each
Global Security will be dated and issued
as of the date of its authentication by
the Trustee. Each Global Security will
bear an original issue date, which will
be (i) with respect to an original
Global Security (or any portion
thereof), the original issue date
specified in such Global Security and
(ii) following a consolidation of Global
Securities, with respect to the Global
Security resulting from such
consolidation, the most recent Interest
Payment Date to which interest has been
paid or duly provided for on the
predecessor Global Securities,
regardless of the date of authentication
of such resulting Global Security. No
Global Security will represent (i) both
Fixed Rate and Floating Rate Book-Entry
Notes or (ii) any Certificated Note.
Identification Numbers: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau")
for the reservation of a series of CUSIP
<PAGE>
4
numbers, which series consists of
approximately 900 CUSIP numbers and
relates to Global Securities
representing Book-Entry Notes and
book-entry medium-term notes issued by
the Company with other series
designations. The Trustee, the Company
and DTC have obtained from the CUSIP
Service Bureau a written list of such
reserved CUSIP numbers. The Company will
assign CUSIP numbers to Global
Securities as described below under
Settlement Procedure "B." DTC will
notify the CUSIP Service Bureau
periodically of the CUSIP numbers that
the Company has assigned to Global
Securities. The Trustee will notify the
Company at any time when fewer than 100
of the reserved CUSIP numbers remain
unassigned to Global Securities, and, if
the Trustee deems necessary, the Company
will reserve additional CUSIP numbers
for assignment to Global Securities.
Upon obtaining such additional CUSIP
numbers, the Company shall deliver a
list of such additional CUSIP numbers to
the Trustee and DTC.
Registration: Global Securities will be issued only in
fully registered form without coupons.
Each Global Security will be registered
in the name of Cede & Co., as nominee
for DTC, on the securities register for
the Notes maintained under the
Indenture. The beneficial owner of a
Book-Entry Note (or one or more indirect
participants in DTC designated by such
owner) will designate one or more
participants in DTC (with respect to
such Book-Entry Note, the
"Participants") to act as agent or
agents for such owner in connection with
<PAGE>
5
the book-entry system maintained by DTC,
and DTC will record in book-entry form,
in accordance with instructions provided
by such Participants, a credit balance
with respect to such beneficial owner in
such Book-Entry Note in the account of
such Participants. The ownership
interest of such beneficial owner (or
such participant) in such Book-Entry
Note will be recorded through the
records of such Participants or through
the separate records of such
Participants and one or more indirect
participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC
and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and transferees
of such Note.
Exchanges: The Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a
written notice of consolidation (a copy
of which shall be attached to the
resulting Global Security described
below) specifying (i) the CUSIP numbers
of two or more outstanding Global
Securities that represent (A) Fixed Rate
Book-Entry Notes having the same Terms
and for which interest has been paid to
the same date or (B) Floating Rate
Book-Entry Notes having the same Terms
and for which interest has been paid to
the same date, (ii) a date, occurring at
least thirty days after such written
notice is delivered and at least thirty
days before the next Interest Payment
Date for such Book-Entry Notes, on which
such Global Securities shall be
exchanged for a single replacement
<PAGE>
6
Global Security and (iii) a new CUSIP
number, obtained from the Company, to be
assigned to such replacement Global
Security. Upon receipt of such a notice,
DTC will send to its participants
(including the Trustee) a written
reorganization notice to the effect that
such exchange will occur on such date.
Prior to the specified exchange date,
the Trustee will deliver to the CUSIP
Service Bureau a written notice setting
forth such exchange date and such new
CUSIP number and stating that, as of
such exchange date, the CUSIP numbers of
the Global Securities to be exchanged
will no longer be valid. On the
specified exchange date, the Trustee
will exchange such Global Securities for
a single Global Security bearing the new
CUSIP number and the CUSIP numbers of
the exchanged Global Securities will, in
accordance with CUSIP Service Bureau
procedures, be cancelled and not
immediately reassigned. Notwithstanding
the foregoing, if the Global Securities
to be exchanged exceed $200,000,000 in
aggregate principal amount, one Global
Security will be authenticated and
issued to represent each $200,000,000 of
principal amount of the exchanged Global
Securities and an additional Global
Security will be authenticated and
issued to represent any remaining
principal amount of such Global
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a
date more than nine months after the
Original Issue Date (as defined below)
for such Note. A Floating Rate
Book-Entry Note will mature only on an
Interest Payment Date for such Note. Any
Note denominated in Pounds Sterling will
<PAGE>
7
mature on a date not less than one year,
nor more than five years, after its
Original Issue Date.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any
amount in excess thereof that is an
integral multiple of $1,000. Global
Securities will be denominated in
principal amounts not in excess of
$200,000,000. If one or more Book-Entry
Notes having an aggregate principal
amount in excess of $200,000,000 would,
but for the preceding sentence, be
represented by a single Global Security,
then one Global Security will be
authenticated and issued to represent
each $200,000,000 principal amount of
such Book-Entry Note or Notes and an
additional Global Security will be
authenticated and issued to represent
any remaining principal amount of such
Book-Entry Note or Notes. In such a
case, each of the Global Securities
representing such Book-Entry Note or
Notes shall be assigned the same CUSIP
number.
Interest: General. Interest, if any, on each
Book-Entry Note will accrue from the
original issue date for the first
interest period or the last date to
which interest has been paid, if any,
for each subsequent interest period, on
the Global Security representing such
Book-Entry Note, and will be calculated
and paid in the manner described in such
Book-Entry Note and in the Prospectus
(as defined in the Agency Agreement), as
supplemented by the applicable Pricing
Supplement. Unless otherwise specified
therein, each payment of interest on a
Book-Entry Note will include interest
accrued to but excluding the Interest
Payment Date (provided that, in the case
of Floating Rate Book-Entry Notes which
<PAGE>
8
reset daily or weekly, interest payments
will include accrued interest to but
excluding the Regular Record Date
immediately preceding the Interest
Payment Date) or to but excluding
Maturity (other than a Maturity of a
Fixed Rate Book-Entry Note occurring on
the 31st day of a month, in which case
such payment of interest will include
interest accrued to but excluding the
30th day of such month. Interest payable
at the Maturity of a Book-Entry Note
will be payable to the Person to whom
the principal of such Note is payable.
Standard & Poor's Corporation will use
the information received in the pending
deposit message described under
Settlement Procedure "C" below in order
to include the amount of any interest
payable and certain other information
regarding the related Global Security in
the appropriate (daily or weekly) bond
report published by Standard & Poor's
Corporation.
Regular Record Dates. The Regular Record
Date with respect to any Interest
Payment Date shall be the date (whether
or not a Business Day) fifteen calendar
days immediately preceding such Interest
Payment Date.
Interest Payment Dates on Fixed Rate
Book-Entry Notes. Unless otherwise
specified pursuant to Settlement
Procedure "A" below, interest payments
on Fixed Rate Book-Entry Notes will be
made semi-annually on May 15 and
November 15 of each year and at
Maturity; provided, however, that if an
Interest Payment Date for a Fixed Rate
Book-Entry Note is not a Business Day,
the payment due on such day shall be
<PAGE>
9
made on the next succeeding Business Day
and no interest shall accrue on such
payment for the period from and after
such Interest Payment Date; provided
further, that in the case of a Fixed
Rate Book-Entry Note issued between a
Regular Record Date and an Interest
Payment Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding
Regular Record Date.
Interest Payment Dates on Floating Rate
Book-Entry Notes. Interest payments will
be made on Floating Rate Book-Entry
Notes monthly, quarterly, semi-annually
or annually. Unless otherwise agreed
upon, interest will be payable, in the
case of Floating Rate Book-Entry Notes
with a monthly Interest Payment Period,
on the third Wednesday of each month;
with a quarterly Interest Payment
Period, on the third Wednesday of March,
June, September and December of each
year; with a semi-annual Interest
Payment Period, on the third Wednesday
of the two months specified pursuant to
Settlement Procedure "A" below; and with
an annual Interest Payment Period, on
the third Wednesday of the month
specified pursuant to Settlement
Procedure "A" below; provided, however,
that if an Interest Payment Date for a
Floating Rate Book-Entry Note would
otherwise be a day that is not a
Business Day with respect to such
Floating Rate Book-Entry Note, such
Interest Payment Date will be the next
succeeding Business Day with respect to
such Floating Rate Book-Entry Note,
except that in the case of a Floating
Rate Book-Entry Note for which the Base
Rate is LIBOR, if such Business Day is
<PAGE>
10
in the next succeeding calendar month,
such Interest Payment Date will be the
immediately preceding Business Day; and
provided further, that in the case of a
Floating Rate Book-Entry Note issued
between a Regular Record Date and an
Interest Payment Date, the first
interest payment will be made on the
Interest Payment Date following the next
succeeding Regular Record Date.
Notice of Interest Payment and Regular
Record Dates. On the first Business Day
of January, April, July and October of
each year, the Trustee will deliver to
the Company and DTC a written list of
Regular Record Dates and Interest
Payment Dates that will occur with
respect to Book-Entry Notes during the
six-month period beginning on such first
Business Day. Promptly after each
Interest Determination Date for Floating
Rate Book-Entry Notes, the Trustee, as
Calculation Agent, will notify Standard
& Poor's Corporation of the interest
rates determined on such Interest
Determination Date.
Calculation of Interest: Fixed Rate Book-Entry Notes. Interest on
Fixed Rate Book-Entry Notes (including
interest for partial periods) will be
calculated on the basis of a 360-day
year of twelve 30-day months.
Floating Rate Book-Entry Notes. Interest
rates on Floating Rate Book-Entry Notes
will be determined as set forth in the
form of Notes. Interest on Floating Rate
Book-Entry Notes, except as otherwise
set forth therein, will be calculated on
the basis of actual days elapsed and a
year of 360 days, except that in the
<PAGE>
11
case of a Floating Rate Book-Entry Note
for which the Base Rate is the Treasury
Rate or the CMT Rate, interest will be
calculated on the basis of the actual
number of days in the year.
Payments of Principal
and Interest: Payment of Interest Only. Promptly after
each Regular Record Date, the Trustee
will deliver to the Company and DTC a
written notice setting forth, by CUSIP
number, the amount of interest to be
paid on each Global Security on the
following Interest Payment Date (other
than an Interest Payment Date coinciding
with Maturity) and the total of such
amounts. DTC will confirm the amount
payable on each Global Security on such
Interest Payment Date by reference to
the appropriate (daily or weekly) bond
reports published by Standard & Poor's
Corporation. The Company will pay to the
Trustee, as paying agent, the total
amount of interest due on such Interest
Payment Date (other than at Maturity),
and the Trustee will pay such amount to
DTC, at the times and in the manner set
forth below under "Manner of Payment."
Payments at Maturity. On or about the
first Business Day of each month, the
Trustee will deliver to the Company and
DTC a written list of principal and
interest to be paid on each Global
Security maturing (on a Maturity or
Redemption Date or otherwise) in the
following month. The Trustee, the
Company and DTC will confirm the amounts
of such principal and interest payments
with respect to each such Global
Security on or about the fifth Business
Day preceding the Maturity of such
Global Security. On or before Maturity,
<PAGE>
12
the Company will pay to the Trustee, as
paying agent, the principal amount of
such Global Security, together with
interest due at such Maturity. The
Trustee will pay such amount to DTC at
the times and in the manner set forth
below under "Manner of Payment." If any
Maturity of a Global Security
representing Book-Entry Notes is not a
Business Day, the payment due on such
day shall be made on the next succeeding
Business Day and no interest shall
accrue on such payment for the period
from and after such Maturity. Promptly
after payment to DTC of the principal
and interest due at Maturity of such
Global Security, the Trustee will cancel
such Global Security in accordance with
the Indenture and so advise the Company.
On the first Business Day of each month,
the Trustee will deliver to the Company
a written statement indicating the total
principal amount of Outstanding Global
Securities as of the immediately
preceding Business Day. If the Maturity
of a Book-Entry Note is not a Business
Day, the payment due on such day shall
be made on the next succeeding Business
Day and no interest shall accrue on such
payment for the period from and after
such Maturity.
Manner of Payment. The total amount of
any principal and interest due on Global
Securities on any Interest Payment Date
or at Maturity shall be paid by the
Company to the Trustee in immediately
available funds no later than 9:30 A.M.
(New York City time) on such date. The
Company will make such payment on such
Global Securities by instructing the
Trustee to withdraw funds from an
account maintained by the Company with
<PAGE>
13
the Trustee or by wire transfer to the
Trustee. The Company will confirm any
such instructions in writing to the
Trustee. Prior to 10 A.M. (New York City
time) on the date of Maturity or as soon
as possible thereafter, the Trustee will
pay by separate wire transfer (using
Fedwire message entry instructions in a
form previously specified by DTC) to an
account at the Federal Reserve Bank of
New York previously specified by DTC, in
funds available for immediate use by
DTC, each payment of principal (together
with interest thereon) due on a Global
Security on such date. On each Interest
Payment Date (other than at Maturity),
interest payments shall be made to DTC,
in funds available for immediate use by
DTC, in accordance with existing
arrangements between the Trustee and
DTC. On each such date, DTC will pay, in
accordance with its SDFS operating
procedures then in effect, such amounts
in funds available for immediate use to
the respective Participants in whose
names the Book-Entry Notes represented
by such Global Securities are recorded
in the book-entry system maintained by
DTC. None of the Company (as issuer or
as paying agent) or the Trustee shall
have any direct responsibility or
liability for the payment by DTC to such
Participants of the principal of and
interest on the Book-Entry Notes.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment on
a Book-Entry Note will be determined and
withheld by the Participant, indirect
participant in DTC or other Person
<PAGE>
14
responsible for forwarding payments and
materials directly to the beneficial
owner of such Note.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Reset. Not
of Optional Reset less than 45 or more than 60 days
or Optional before an Optional Reset Date as
Extension of Maturity: set forth in a Book-Entry Note, the
Company will notify the Trustee whether
it is exercising its option to reset the
Interest Rate or Spread or Spread
Multiplier, as the case may be, for such
Book-Entry Note, and if so, (i) the new
Interest Rate or Spread or Spread
Multiplier, as the case may be, for such
Book-Entry Note during the period from
such Optional Reset Date to the next
Optional Reset Date as set forth in such
Book-Entry Note or, if there is no such
next Optional Reset Date, to the Stated
Maturity of such Book-Entry Note (the
"Subsequent Interest Period"); and (ii)
the provisions, if any, for redemption
of such Book-Entry Note during such
Subsequent Interest Period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such Subsequent
Interest Period.
Company Notice to Trustee Regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Book-Entry Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee no less than 45 or more than
60 days before the Stated Maturity of
such Book-Entry Note, and will further
indicate (i) the new Stated Maturity;
(ii) the Interest Rate or Spread or
Spread Multiplier, as the case may be,
and (iii) the provisions, if any, for
<PAGE>
15
redemption of such Book-Entry Note
during such extension period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such extension period.
Trustee Notice to DTC Regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional extension
of maturity or an optional reset, the
Trustee will hand-deliver a notice to
DTC not less than 40 days before the
Optional Reset Date (in which case a
"Reset Notice") or the Stated Maturity
(in which case an "Extension Notice"),
as the case may be, which Reset Notice
or Extension Notice shall identify such
Book-Entry Note by CUSIP number and
shall contain the information required
by the terms of the Book-Entry Note.
Trustee Notice to Company Regarding
Option To Be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, DTC exercises the option for
repayment by tendering the Global
Security representing the Book-Entry
Note to be repaid as set forth in such
Note, the Trustee shall give notice to
the Company not less than 22 days before
the Optional Reset Date or the old
Stated Maturity, as the case may be, of
the principal amount of Book-Entry Notes
to be repaid on such Optional Reset Date
or old Stated Maturity, as the case may
be.
Company Notice Regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
Interest Rate or Spread or Spread
<PAGE>
16
Multiplier and establish a higher
interest rate or Spread or Spread
Multiplier for an Optional Reset Period
or extension period, as the case may be,
it shall, not less than 20 days before
such Optional Reset Date or old Stated
Maturity, so notify the Trustee. The
Trustee will immediately thereafter
notify DTC of the new Interest Rate or
Spread or Spread Multiplier applicable
to such Book-Entry Note.
Trustee Notice to Company Regarding DTC
Revocation of Option To Be Repaid. If,
after DTC has tendered any Book-Entry
Notes for repayment pursuant to an
Extension Notice or an Optional Reset
Notice, DTC then revokes such tender for
repayment, the Trustee shall give notice
to the Company not less than five days
prior to the Stated Maturity or Optional
Reset Date, as the case may be, of such
revocation and of the principal amount
of Book-Entry Notes for which tender for
repayment has been revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before an Optional Reset Date, the
Company shall deposit with the Trustee
an amount of money sufficient to pay the
principal amount, plus interest accrued
to such old Stated Maturity or Optional
Reset Date, as the case may be, for all
the Book-Entry Notes or portions thereof
which are to be repaid on such old
Stated Maturity or Optional Reset Date,
as the case may be. The Trustee will use
such money to repay such Book-Entry
Notes pursuant to the terms set forth in
such Notes.
<PAGE>
17
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Redemption.
of Optional Redemption: At least 45 days prior to the date
on which it intends to redeem a
Book-Entry Note, the Company will notify
the Trustee that it is exercising such
option with respect to such Book-Entry
Note on such date.
Trustee Notice to DTC Regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Book-Entry Note, the Trustee
will, at least 30 days before the
redemption date for such Book-Entry
Note, hand deliver to DTC a notice
identifying such Book-Entry Note by
CUSIP number and informing DTC of the
Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or
before any redemption date, the Company
shall deposit with such Trustee an
amount of money sufficient to pay the
redemption price, plus interest accrued
to such redemption date, for all the
Book-Entry Notes or portions thereof
which are to be repaid on such
redemption date. Such Trustee will use
such money to repay such Book-Entry
Notes pursuant to the terms set forth in
such Notes.
Payments of Princi- Trustee Notice to Company of Op-
pal and Interest tion To Be Repaid. Upon receipt of
upon Exercise of notice of exercise of the option
Optional Repayment for repayment and the Global Secu-
(Except Pursuant to rities representing the Book-Entry
Company's Exercise Notes so to be repaid as set forth of
such Notes, the Trustee shall Optional Reset or in (unless such notice
Optional Extension): was received pursuant to the Company's
exercise of an optional reset or an
optional extension of maturity, in each
<PAGE>
18
of which cases the relevant procedures
set forth above are to be followed) give
notice to the Company not less than 20
days prior to each Optional Repayment
Date of such Optional Repayment Date and
of the principal amount of Book-Entry
Notes to be repaid on such Optional
Repayment Date.
Deposit of Repayment Price. On or prior
to any Optional Repayment Date, the
Company shall deposit with such Trustee
an amount of money sufficient to pay the
optional repayment price, and accrued
interest thereon to such date, of all
the Book-Entry Notes or portions thereof
which are to be repaid on such date.
Such Trustee will use such money to
repay such Book-Entry Notes pursuant to
the terms set forth in such Notes.
Procedure for Rate
Setting and Posting: The Company and the Agents will discuss
from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Book-Entry Notes that may be sold as
a result of the solicitation of orders
by the Agents. If the Company decides to
set prices of, and rates borne by, any
Book-Entry Notes in respect of which the
Agents are to solicit orders (the
setting of such prices and rates to be
referred to herein as "posting") or if
the Company decides to change prices or
rates previously posted by it, it will
promptly advise the Agents of the prices
and rates to be posted.
Acceptance and
Rejection of Orders: Unless otherwise instructed by the
Company, each Agent will advise the
Company promptly by telephone of all
orders to purchase Book-Entry Notes
received by such Agent, other than those
<PAGE>
19
rejected by the Agent in whole or in
part in the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agents, the Company
has the right to accept orders to
purchase Book-Entry Notes and may reject
any such orders in whole or in part.
Preparation of
Pricing Supplement: If any order to purchase a Book- Entry
Note is accepted by or on behalf of the
Company, the Company will prepare a
pricing supplement (a "Pricing
Supplement") reflecting the applicable
interest rates and other terms of such
Book-Entry Note and will arrange to have
the Pricing Supplement filed with the
Commission via the Commission's EDGAR
system in accordance with the applicable
paragraph of Rule 424(b) under the Act
and will supply at least ten copies
thereof (and additional copies if
requested) to the Agent which presented
the order (the "Presenting Agent") at
(unless otherwise specified by the
Presenting Agent in writing) the
following address:
If to Salomon Brothers Inc:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, Florida 33167
Attention: Enrique Castro
Telephone: (813) 558-7165
Telecopy: (813) 558-4123
or
If to Merrill Lynch, Pierce,
Fenner & Smith Incorporated:
Merrill Lynch & Co. - Tritech
Services
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08854
<PAGE>
20
Attention: Final Prospectus Unit/
Nachman Kimerling
Telephone: (908) 878-6525/26/27
Telecopy: (908) 878-9815
also, for record keeping purposes,
please send a copy to:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
250 Vesey Street
New York, New York 10281-1310
Attention: MTN Product Management
or, if to another Presenting Agent,
to the address specified by it to
the Company.
The Presenting Agent will cause a
Prospectus and Pricing Supplement to be
delivered to the purchaser of such
Book-Entry Note.
In each instance that a Pricing
Supplement is prepared, the Presenting
Agent will affix the Pricing Supplement
to Prospectuses prior to their use.
Outdated Pricing Supplements (other than
those retained for files) will be
destroyed.
Suspension of Solici- The Company reserves the right, in
tation; Amendment or its sole discretion, to instruct
Supplement: the Agents to suspend at any time, for
any period of time or permanently, the
solicitation of orders to purchase
Book-Entry Notes. Upon receipt of such
instructions, the Agents will forthwith
<PAGE>
21
suspend solicitation until such time as
the Company has advised them that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agents and the
Trustee whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or
supplement the Registration Statement
(as defined in the Agency Agreement) or
the Prospectus, it will promptly advise
the Agents and furnish the Agents with
the proposed amendment or supplement and
with such certificates and opinions as
are required, all to the extent required
by and in accordance with the terms of
the Agency Agreement. Subject to the
provisions of the Agency Agreement, the
Company may file with the Commission any
such supplement to the Prospectus
relating to the Notes. The Company will
provide the Agents and the Trustee with
copies of any such supplement, and
confirm to the Agents that such
supplement has been filed with the
Commission pursuant to the applicable
paragraph of Rule 424(b).
<PAGE>
22
Procedures For Rate When the Company has determined
Changes: to change the interest rates of
Book-Entry Notes being offered, it will
promptly advise the Agents and the
Agents will forthwith suspend
solicitation of orders. The Agents will
telephone the Company with
recommendations as to the changed
interest rates. At such time as the
Company has advised the Agents of the
new interest rates, the Agents may
resume solicitation of orders. Until
such time only "indications of interest"
may be recorded.
Delivery of Prospectus: A copy of the Prospectus and a Pricing
Supplement relating to a Book-Entry Note
must accompany or precede the earliest
of any written offer of such Book-Entry
Note, confirmation of the purchase of
such Book-Entry Note and payment for
such Book-Entry Note by its purchaser.
If notice of a change in the terms of
the Book-Entry Notes is received by the
Agents between the time an order for a
Book-Entry Note is placed and the time
written confirmation thereof is sent by
the Presenting Agent to a customer or
his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in
effect when the order was placed.
Subject to "Suspension of Solicitation;
Amendment or Supplement" above, the
Presenting Agent will deliver a
Prospectus and Pricing Supplement as
herein described with respect to each
Book-Entry Note sold by it. The Company
will make such delivery if such
Book-Entry Note is sold directly by the
Company to a purchaser (other than an
Agent).
<PAGE>
23
Confirmation: For each order to purchase a Book-Entry
Note solicited by any Agent and accepted
by or on behalf of the Company, the
Presenting Agent will issue a
confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in payment
for a Book-Entry Note and the
authentication and issuance of the
Global Security representing such
Book-Entry Note shall constitute
"settlement" with respect to such
Book-Entry Note. All orders accepted by
the Company will be settled on the third
Business Day following the date of sale
of such Book-Entry Note pursuant to the
timetable for settlement set forth below
unless the Company and the purchaser
agree to settlement on another day which
shall be no earlier than the next
Business Day following the date of sale.
Settlement Procedures: Settlement Procedures with regard to
each Book-Entry Note sold by the Company
through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the
Company by telephone of the following
settlement information:
1. Principal or face amount.
2. Stated Maturity.
3. In the case of a Fixed Rate
Book-Entry Note, the interest rate or,
in the case of a Floating Rate
Book-Entry Note, the Interest Rate
Basis, initial interest rate (if known
<PAGE>
24
at such time), Index Maturity, Interest
Reset Period, Interest Reset Dates,
Spread or Spread Multiplier (if any),
Minimum Interest Rate (if any) and
Maximum Interest Rate (if any).
4. Interest Payment Dates and the
Interest Payment Period.
5. Redemption, repayment and extension
provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's commission,
determined as provided in Section 2 of
the Agency Agreement.
9. Whether such Book-Entry Note is
issued at an original issue discount
("OID") and, if so, the total amount of
OID, the yield to maturity and the
initial accrual period OID.
B. The Company will assign a CUSIP
number to the Global Security
representing such Book-Entry Note and
then advise the Trustee by telephone
(confirmed in writing at any time on the
same date) or electronic transmission of
the information set forth in Settlement
Procedure "A" above, such CUSIP number
and the name of the Presenting Agent.
The Company will also notify the
Presenting Agent by telephone of such
CUSIP number as soon as practicable.
<PAGE>
25
Each such communication by the Company
shall constitute a representation and
warranty by the Company to the Trustee
and the Presenting Agent that (i) such
Note is then, and at the time of
issuance and sale thereof will be, duly
authorized for issuance and sale by the
Company, (ii) such Note, and the Global
Security representing such Note, will
conform with the terms of the Indenture
for such Note, and (iii) upon
authentication and delivery of such
Global Security, the aggregate initial
offering price of all Notes issued under
the Indenture will not exceed
$200,000,000 (except for Book-Entry
Notes represented by Global Securities
authenticated and delivered in exchange
for or in lieu of Global Securities
pursuant to the Indenture and except for
Certificated Notes authenticated and
delivered upon registration of transfer
of, in exchange for, or in lieu of
Certificated Notes pursuant to any such
Section).
C. The Trustee will enter a pending
deposit message through DTC's
Participant Terminal System providing
the following settlement information to
DTC (which shall route such information
to Standard & Poor's Corporation), the
Presenting Agent and, upon request, the
Trustee:
1. The information set forth in
Settlement Procedure "A".
<PAGE>
26
2. Identification as a Fixed Rate
Book-Entry Note or a Floating Rate
Book-Entry Note.
3. Initial Interest Payment Date for
such Book-Entry Note, number of days by
which such date succeeds the related
Regular Record Date and amount of
interest payable on such Interest
Payment Date.
4. The Interest Payment Period.
5. CUSIP number of the Global Security
representing such Book-Entry Note.
6. Whether such Global Security will
represent any other Book-Entry Note (to
the extent known at such time).
D. To the extent the Company has not
already done so, the Company will
deliver to the Trustee a Global Security
in a form that has been approved by the
Company, the Agents and the Trustee.
E. The Trustee will complete such
Book-Entry Note, stamp the appropriate
legend, as instructed by DTC, if not
already set forth thereon, and
authenticate the Global Security
representing such Book-Entry Note.
F. DTC will credit such Book-Entry Note
to the Trustee's participant account at
DTC.
<PAGE>
27
G. The Trustee will enter a SDFS
delivery order through DTC's Participant
Terminal System instructing DTC to (i)
debit such Book-Entry Note to the
Trustee's participant account and credit
such Book-Entry Note to the Presenting
Agent's participant account and (ii)
debit the Presenting Agent's settlement
account and credit the Trustee's
settlement account for an amount equal
to the price of such Book-Entry Note
less the Presenting Agent's commission.
The entry of such a delivery order shall
constitute a representation and warranty
by the Trustee to DTC that (i) the
Global Security representing such
Book-Entry Note has been issued and
authenticated and (ii) the Trustee is
holding such Global Security pursuant to
the Medium-Term Note Certificate
Agreement between the Trustee and DTC.
H. The Presenting Agent will enter an
SDFS delivery order through DTC's
Participant Terminal System instructing
DTC (i) to debit such Book-Entry Note to
the Presenting Agent's participant
account and credit such Book-Entry Note
to the participant accounts of the
Participants with respect to such
Book-Entry Note and (ii) to debit the
settlement accounts of such Participants
and credit the settlement account of the
Presenting Agent for an amount equal to
the price of such Book-Entry Note.
I. Transfers of funds in accordance with
SDFS delivery orders described in
Settlement Procedures "G" and "H" will
<PAGE>
28
be settled in accordance with SDFS
operating procedures in effect on the
settlement date.
J. The Trustee will, upon receipt of
funds from the Presenting Agent in
accordance with Settlement Procedure
"G", wire transfer to the account of the
Company maintained at Citibank, N.A.,
399 Park Avenue, New York, New York,
funds available for immediate use in the
amount transferred to the Trustee in
accordance with Settlement Procedure
"G".
K. The Presenting Agent will confirm the
purchase of such Book-Entry Note to the
purchaser either by transmitting to the
Participants with respect to such
Book-Entry Note a confirmation order or
orders through DTC's institutional
delivery system or by mailing a written
confirmation to such purchaser.
Settlement Procedures For orders of Book-Entry Notes
Timetable: solicited by any Agent and accepted by
the Company for settlement on the first
Business Day after the sale date,
Settlement Procedures "A" through "K"
set forth above shall be completed as
soon as possible but not later than the
respective times (New York City time)
set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the sale
date
B 12:00 Noon on the sale
date
<PAGE>
29
C 2:00 P.M. on the sale
date
D 3.00 P.M. on the day
before settlement
E 9:00 A.M. on settlement
date
F 10:00 A.M. on
settlement date
G-H 2:00 P.M. on settlement
date
4:45 P.M. on settlement
date
J-K 5:00 P.M. on settlement
date
If a sale is to be settled more than one
Business Day after the sale date,
Settlement Procedures "A", "B" and "C"
shall be completed as soon as
practicable but no later than 11:00 A.M.
and 12:00 Noon on the first Business Day
after the sale date and no later than
2:00 P.M. on the Business Day before the
settlement date, respectively. If the
initial interest rate for a Floating
Rate Book-Entry Note has not been
determined at the time that Settlement
Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be
completed as soon as such rate has been
determined but no later than 12:00 Noon
and 2:00 P.M., respectively, on the
Business Day before the settlement date.
Settlement Procedure "I" is subject to
extension in accordance with any
extension of Fedwire closing deadlines
and in the other events specified in
SDFS operating procedures in effect on
the settlement date.
If settlement of a Book-Entry Note is
rescheduled or cancelled, the Trustee
will deliver to DTC, through DTC's
Participant Terminal System, a
<PAGE>
30
cancellation message to such effect by
no later than 2:00 P.M. on the Business
Day immediately preceding the scheduled
settlement date.
Failure To Settle: If the Trustee fails to enter an SDFS
delivery order with respect to a
Book-Entry Note pursuant to Settlement
Procedure "G", the Trustee may deliver
to DTC, through DTC's Participant
Terminal System, as soon as practicable,
a withdrawal message instructing DTC to
debit such Book-Entry Note to the
Trustee's participant account. DTC will
process the withdrawal message, provided
that the Trustee's participant account
contains a principal amount of the
Global Security representing such
Book-Entry Note that is at least equal
to the principal amount to be debited.
If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the
Trustee will cancel such Global Security
in accordance with the Indenture and so
advise the Company and the Trustee will
make appropriate entries in its records.
The CUSIP number assigned to such Global
Security shall, in accordance with CUSIP
Service Bureau procedures, be cancelled
and not immediately reassigned. If a
withdrawal message is processed with
respect to one or more, but not all, of
the Book-Entry Notes represented by a
Global Security, the Trustee will
exchange such Book-Entry Note for two
Global Securities, one of which shall
represent such BookEntry Notes and shall
be cancelled immediately after issuance
and the other of which shall represent
the other Book-Entry Notes previously
<PAGE>
31
represented by the surrendered Global
Security and shall bear the CUSIP number
of the surrendered Global Security.
If the purchase price for any Book-Entry
Note is not timely paid to the
Participants with respect to such Note
by the beneficial purchaser thereof (or
a Person, including an indirect
participant in DTC, acting on behalf of
such purchaser), such Participants and,
in turn, the Presenting Agent may enter
SDFS delivery orders through DTC's
Participant Terminal System reversing
the orders entered pursuant to
Settlement Procedures "H" and "G",
respectively. Thereafter, the Trustee
will deliver the withdrawal message and
take the related actions described in
the preceding paragraph. If such failure
shall have occurred for any reason other
than a default by the Presenting Agent
in the performance of its obligations
hereunder and under the Agency
Agreement, then the Company will
reimburse the Presenting Agent or the
Trustee, as applicable, on an equitable
basis for the loss of the use of the
funds during the period when they were
credited to the account of the Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any
actions in accordance with its SDFS
operating procedures then in effect. In
the event of a failure to settle with
respect to one or more, but not all, of
the Book-Entry Notes to have been
represented by a Global Security, the
Trustee will provide, in accordance with
Settlement Procedure "E", for the
authentication and issuance of a Global
<PAGE>
32
Security representing the other
Book-Entry Notes to have been
represented by such Global Security and
will make appropriate entries in its
records.
Trustee Not to Risk Nothing herein shall be deemed to
Funds: require the Trustee to risk or expend
its own funds in connection with any
payment to the Company, DTC, the Agents
or the purchaser, it being understood by
all parties that payments made by the
Trustee to the Company, DTC, the Agents
or the purchaser shall be made only to
the extent that funds are provided to
the Trustee for such purpose.
Authenticity of The Company will cause
the Trustee Signatures: to furnish the
Agents from time to time with the
specimen signatures of each of the
Trustee's officers, employees or agents
who has been authorized by the Trustee
to authenticate Book-Entry Notes, but no
Agent will have any obligation or
liability to the Company or the Trustee
in respect of the authenticity of the
signature of any officer, employee or
agent of the Company or the Trustee on
any Book-Entry Note.
Payment of Expenses: Each Agent shall forward to the Company,
on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms
of the Agency Agreement. The Company
will remit payment to the Agents
currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agents the amount of advertising that
may be appropriate in soliciting offers
to purchase the Book-Entry Notes.
Advertising expenses will be paid by the
Company.
<PAGE>
33
Periodic Statements Periodically, the Trustee will send
from the Trustee: to the Company a statement setting forth
the principal amount of Book-Entry Notes
Outstanding as of that date and setting
forth a brief description of any sales
of Book-Entry Notes which the Company
has advised the Trustee but which have
not yet been settled.
<PAGE>
34
PART II Administrative Procedures for
Certificated Notes
The Trustee will serve as registrar and transfer agent in connection with
the Certificated Notes.
Issuance: Each Certificated Note will be dated and
issued as of the date of its
authentication by the Trustee. Each
Certificated Note will bear an Original
Issue Date, which will be (i) with
respect to an original Certificated Note
(or any portion thereof), its original
issuance date (which will be the
settlement date) and (ii) with respect
to any Certificated Note (or portion
thereof) issued subsequently upon
transfer or exchange of a Certificated
Note or in lieu of a destroyed, lost or
stolen Certificated Note, the Original
Issue Date of the predecessor
Certificated Note, regardless of the
date of authentication of such
subsequently issued Certificated Note.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Transfers and A Certificated Note may be presented for
Exchanges: transfer or exchange at the principal
corporate trust office in the City of
New York of the Trustee. Certificated
Notes will be exchangeable for other
Certificated Notes having identical
terms but different authorized
denominations without service charge.
Certificated Notes will not be
exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a
date more than nine months after the
Original Issue Date (as defined below)
for such Note. A Floating Rate
Certificated Note will mature only on an
<PAGE>
35
Interest Payment Date for such Note. Any
Note denominated in Pounds Sterling will
mature on a date not less than one year,
nor more than five years, after its
Original Issue Date.
Denominations: The denomination of any Certificated
Note denominated in U.S. dollars will be
a minimum of $1,000 or any amount in
excess thereof that is an integral
multiple of $1,000. The authorized
denominations of Certificated Notes
denominated in any other currency will
be specified pursuant to "Settlement
Procedures" below.
Interest: General. Interest, if any, on each
Certificated Note will accrue from the
original issue date for the first
interest period or the last date to
which interest has been paid, if any,
for each subsequent interest period, and
will be calculated and paid in the
manner described in such Note and in the
Prospectus, as supplemented by the
applicable Pricing Supplement. Unless
otherwise specified therein, each
payment of interest on a Certificated
Note will include interest accrued to
but excluding the Interest Payment Date
(provided that, in the case of
Certificated Notes which reset daily or
weekly, interest payments will include
accrued interest to but excluding the
Regular Record Date immediately
preceding the Interest Payment Date) or
to but excluding Maturity (other than a
Maturity of a Fixed Rate Certificated
Note occurring on the 31st day of a
month, in which case such payment of
interest will include interest accrued
to but excluding the 30th day of such
month).
<PAGE>
36
Regular Record Dates. The Regular Record
Dates with respect to any Interest
Payment Date shall be the date (whether
or not a Business Day) fifteen calendar
days immediately preceding such Interest
Payment Date.
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to
Settlement Procedure "A" below, interest
payments on Fixed Rate Certificated
Notes will be made semiannually on May
15 and November 15 of each year and at
Maturity; provided, however, that if any
Interest Payment Date for a Fixed Rate
Certificated Note is not a Business Day,
the payment due on such day shall be
made on the next succeeding Business Day
and no interest shall accrue on such
payment for the period from and after
such Interest Payment Date; provided
further, that in the case of a Fixed
Rate Certificated Note issued between a
Regular Record Date and an Interest
Payment Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding
Regular Record Date.
Floating Rate Certificated Notes.
Interest payments will be made on
Floating Rate Certificated Notes
monthly, quarterly, semi-annually or
annually. Interest will be payable, in
the case of Floating Rate Certificated
Notes with a monthly Interest Payment
Period, on the third Wednesday of each
month; with a quarterly interest Payment
Period, on the third Wednesday of March,
June, September and December of each
year; with a semi-annual Interest
<PAGE>
37
Payment Period, on the third Wednesday
of the two months specified pursuant to
Settlement Procedure "A" below; and with
an annual Interest Payment Period, on
the third Wednesday of the month
specified pursuant to Settlement
Procedure "A" below; provided, however,
that if an Interest Payment Date for a
Floating Rate Certificated Note would
otherwise be a day that is not a
Business Day with respect to such
Floating Rate Certificated Note, such
Interest Payment Date will be the next
succeeding Business Day with respect to
such Floating Rate Certificated Note,
except in the case of a Floating Rate
Certificated Note for which the Base
Rate is LIBOR, if such Business Day is
in the next succeeding calendar month,
such Interest Payment Date will be the
immediately preceding Business Day; and
provided further, that in the case of a
Floating Rate Certificated Note issued
between a Regular Record Date and an
interest Payment Date, the first
interest payment will be made on the
Interest Payment Date following the next
succeeding Regular Record Date.
Calculation of Fixed Rate Certificated Note.
Interest: Interest on Fixed Rate Certificated
Notes (including interest for partial
periods) will be calculated on the basis
of a 360-day year of twelve 30-day
months.
Floating Rate Certificated Notes.
Interest rates on Floating Rate
Certificated Notes will be determined as
set forth in the form of Notes. Interest
on Floating Rate Certificated Notes,
except as otherwise set forth therein,
will be calculated on the basis of
actual days elapsed and a year of 360
days, except that in the case of a
Floating Rate Certificated Note for
<PAGE>
38
which the Base Rate is the Treasury Rate
or the CMT Rate, interest will be
calculated on the basis of the actual
number of days in the year.
Payments of Principal Interest, if any, on each Certifi-
and Interest: cated Note will be calculated and paid
in the manner described in such Note and
in the Prospectus, as supplemented by
the applicable Pricing Supplement.
Unless otherwise provided in the
Indenture or the Certificated Note, the
first payment of interest on any
Certificated Note originally issued
between a Record Date and an Interest
Payment Date will be made on the next
succeeding Interest Payment Date.
Interest payable at the Maturity of a
Certificated Note will be payable to the
Person to whom the principal of such
Note is payable. Unless other
arrangements are made, all interest
payments (excluding interest payments
made on the Maturity Date) will be made
by check mailed to the person entitled
thereto as provided above; provided,
however, that the holder of $10,000,000
(or the equivalent thereof in other
currencies) or more of Certificated
Notes with similar tenor and terms will
be entitled to receive payment by wire
transfer in U.S. dollars.
Within 10 days following each Record
Date, the Trustee will inform the
Company of the total amount of the
interest payments to be made by the
Company on the next succeeding Interest
Payment Date. The Trustee will provide
monthly to the Company a list of the
principal and interest to be paid on
Certificated Notes maturing in the next
succeeding month.
<PAGE>
39
The Trustee will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by
applicable law.
If the Maturity of a Certificated Note
is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the
period from and after such Maturity.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Reset. Not
of Optional Reset less than 45 or more than 60 days
or Optional before an Optional Reset Date as
Extension of set forth in a Certificated Note,
Maturity: the Company will notify the
Trustee whether it is exercising its
option to reset the Interest Rate or
Spread or Spread Multiplier, as the case
may be, for such Certificated Note, and
if so, (i) the new Interest Rate or
Spread or Spread Multiplier, as the case
may be, for such Certificated Note
during the period from such Optional
Reset Date to the next Optional Reset
Date as set forth in such Certificated
Note or, if there is no such next
Optional Reset Date, to the Stated
Maturity of such Certificated Note (the
"Subsequent Interest Period"); and (ii)
the provisions, if any, for redemption
of such Certificated Note during such
Subsequent Interest Period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such Subsequent
Interest Period.
Company Notice to Trustee Regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
<PAGE>
40
Certificated Note, to extend the Stated
Maturity of such Note, it will so notify
the Trustee no less than 45 or more than
60 days before the Stated Maturity of
such Certificated Note, and will further
indicate (i) the new Stated Maturity;
(ii) the Interest Rate or Spread or
Spread Multiplier, as the case may be;
and (iii) the provisions, if any, for
redemption of such Certificated Note
during such extension period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such extension period.
Trustee Notice to Holders Regarding
Company's Exercise of Optional Extension
or Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an Optional extension
of maturity or an optional reset, the
Trustee will mail a notice, first class,
postage prepaid, to the Holder not less
than 40 days before the Optional Reset
Date (in which case a "Reset Notice") or
the Stated Maturity (in which case an
"Extension Notice"), as the case may be,
which Reset Notice or Extension Notice
shall contain the information required
by the terms of the Certificated Note.
Trustee Notice to Company Regarding
Option To Be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, any Holder of a Certificated
Note exercises the option for repayment
by tendering the Certificated Note to be
repaid as set forth in the Certificated
Note, the Trustee shall give notice to
the Company not less than 22 days before
the Optional Reset Date or the old
Stated Maturity, as the case may be, of
the principal amount of Certificated
<PAGE>
41
Notes to be repaid on such Optional
Reset Date or old Stated Maturity, as
the case may be.
Company Notice Regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
Interest Rate or Spread or Spread
Multiplier and establish a higher
interest rate or Spread or Spread
Multiplier for an optional Reset Period
or extension period, as the case may be,
it shall, not less than 20 days before
such Optional Reset Date or old Stated
Maturity, so notify the Trustee. The
Trustee will immediately thereafter
notify the Holder of such Certificated
Note, by first class mail, postage
prepaid of the new Interest Rate or
Spread or Spread Multiplier applicable
to such Certificated Note.
Trustee Notice to Company Regarding
Holders Revocation of Option To Be
Repaid. If, after the Holder has
tendered any Certificated Notes for
repayment pursuant to an Extension
Notice or an Optional Reset Notice, such
Holder then revokes such tender for
repayment, the Trustee shall give notice
to the Company not less than five days
prior to the Stated Maturity or Optional
Reset Date, as the case may be, of such
revocation and of the principal amount
of Certificated Notes for which tender
for repayment has been revoked.
Deposit of Repayment Price. On or before
any old Stated Maturity where the
Maturity has been extended, and on or
before an Optional Reset Date, the
Company shall deposit with the Trustee
an amount of money sufficient to pay the
<PAGE>
42
principal amount, plus interest accrued
to such old Stated Maturity or Optional
Reset Date, as the case may be, for all
the Certificated Notes or portions
thereof which are to be repaid on such
old Stated Maturity or Optional Reset
Date, as the case may be. Such Trustee
will use such money to repay such
Certificated Notes pursuant to the terms
set forth in such Notes.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Redemption.
of Optional Redemption: At least 45 days prior to the date
on which it intends to redeem a
Certificated Note, the Company will
notify the Trustee that it is exercising
such option with respect to such
Certificated Note on such date.
Trustee Notice to Holders Regarding
Company's Exercise of Optional
Redemption. After receipt of notice that
the Company is exercising its option to
redeem a Certificated Note, the Trustee
will, at least 30 days before the
redemption date for such Certificated
Note, mail a notice, first class,
postage prepaid, to the Holder of such
Certificated Note informing such Holder
of the Company's exercise of such option
with respect to such Certificated Note.
Deposit of Redemption Price. On or
before any redemption date, the Company
shall deposit with such Trustee an
amount of money sufficient to pay the
redemption price, plus interest accrued
to such redemption date, for all the
Certificated Notes or portions thereof
and which are to be repaid on such
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43
redemption date. Such Trustee will use
such money to repay such Certificated
Notes pursuant to the terms set forth in
such Notes.
Payments of Principal Trustee Notice to Company of Option
and Interest Upon To Be Repaid. Upon receipt of
Exercise of Optional notice of exercise of the option
Repayment (Except for repayment and the Global
Pursuant to Company's Securities representing the Certfi-
Exercise of Optional cated Notes so to be repaid as set
Reset or Optional forth in such Notes, the Trustee
Extension): shall (unless such notice was received
pursuant to the Company's exercise of an
optional reset or an optional extension
of maturity, in each of which cases the
relevant procedures set forth above are
to be followed) give notice to the
Company not less than 20 days prior to
each Optional Repayment Date of such
Optional Repayment Date and of the
principal amount of Certificated Notes
to be repaid on such Optional Repayment
Date.
Deposit of Repayment Price. On or prior
to any Optional Repayment Date, the
Company shall deposit with such Trustee
an amount of money sufficient to pay the
optional repayment price, and accrued
interest thereon to such date, of all
the Certificated Notes or portions
thereof which are to be repaid on such
date. Such Trustee will use such money
to repay such Certificated Notes
pursuant to the terms set forth in such
Notes.
Procedure for Rate The Company and the Agents will
Setting and Posting: discuss from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Notes that may be sold as a result
of the solicitation of orders by the
Agents. If the Company decides to set
prices of, and rates borne by, any Notes
<PAGE>
44
in respect of which the Agents are to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates
previously posted by it, it will
promptly advise the Agents of the prices
and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, each Agent will advise the
Company promptly by telephone of all
orders to purchase Certificated Notes
received by such Agent, other than those
rejected by the Agent in whole or in
part in the reasonable exercise of its
discretion. Unless otherwise agreed by
the Company and the Agents, the Company
has the sole right to accept orders to
purchase Certificated Notes and may
reject any such orders in whole or in
part. Before accepting any order to
purchase a Certificated Note to be
settled in less than three Business
Days, the Company shall verify that the
Trustee will have adequate time to
prepare and authenticate such Note.
Preparation of If any order to purchase a Certifi-
Pricing Supplement: cated Note is accepted by or on
behalf of the Company, the Company will
prepare a pricing supplement (a "Pricing
Supplement") reflecting the interest
rates and other terms of such Certified
Note and will arrange to have the
Pricing Supplement filed with the
Commission via the Commission's EDGAR
system in accordance with the applicable
paragraph of Rule 424(b) under the Act
and will supply at least ten copies
thereof (and additional copies if
requested) to the Agent which presented
the order (the "Presenting Agent") at
(unless otherwise specified by the
Presenting Agent in writing) the
<PAGE>
45
following address:
If to Salomon Brothers Inc:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, Florida 33167
Attention: Enrique Castro
Telephone: (813) 558-7165
Telecopy: (813) 558-4123
or
If to Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Merrill Lynch & Co. - Tritech
Services
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08854
Attention: Final Prospectus Unit/
Nachman Kimerling
Telephone: (908) 878-6525/26/27
Telecopy: (908) 878-9815
also, for record keeping
purposes, please send a copy to
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
250 Vesey Street
New York, New York 10281-1310
Attention: MTN Product Management
or, if to another Presenting Agent,
to the address specified
by it to the Company.
The Presenting Agent will cause a
Prospectus and Pricing Supplement to be
<PAGE>
46
delivered to the purchaser of such
Certificated Note.
In each instance that a Pricing
Supplement is prepared, the Presenting
Agent will affix the Pricing Supplement
to Prospectuses prior to their use.
Outdated Pricing Supplements (other than
those retained for files) will be
destroyed.
Suspension of Solici- The Company reserves the right, in
tation; Amendment or its sole discretion, to instruct
Supplement: the Agents to suspend at any time
for any period of time or permanently,
the solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agents will forthwith
suspend solicitation until such time as
the Company has advised them that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any orders
outstanding for settlement, the Company
will promptly advise the Agents and the
Trustee whether such orders may be
settled and whether copies of the
Prospectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Company
will have the sole responsibility for
such decision and for any arrangements
that may be made in the event that the
Company determines that such orders may
not be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or
supplement the Registration Statement or
the Prospectus, it will promptly advise
<PAGE>
47
the Agents and furnish the Agents with
the proposed amendment or supplement and
with such certificates and opinions as
are required, all to the extent required
by and in accordance with the terms of
the Agency Agreement. Subject to the
provisions of the Agency Agreement, the
Company may file with the Commission any
supplement to the Prospectus relating to
the Notes. The Company will provide the
Agents and the Trustee with copies of
any such supplement, and confirm to the
Agents that such supplement has been
filed with the Commission pursuant to
the applicable paragraph of Rule 424(b).
Procedure for Rate When the Company has determined to
Changes: change the interest rates of Certifi-
cated Notes being offered, it will
promptly advise the Agents and the
Agents will forthwith suspend
solicitation of orders. The Agents will
telephone the Company with
recommendations as to the changed
interest rates. At such time as the
Company has advised the Agents of the
new interest rates, the Agents may
resume solicitation of orders. Until
such time only "indications of interest"
may be recorded.
Delivery of Prospectus: A copy of the Prospectus and a
Pricing Supplement relating to a
Certificated Note must accompany or
precede the earliest of any written
offer of such Certificated Note,
confirmation of the purchase of such
Certificated Note and payment for such
Certificated Note by its purchaser. If
<PAGE>
48
notice of a change in the terms of the
Certificated Notes is received by the
Agents between the time an order for a
Certificated Note is placed and the time
written confirmation thereof is sent by
the Presenting Agent to a customer or
his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in
effect when the order was placed.
Subject to "Suspension of Solicitation;
Amendment or Supplement" above, the
Presenting Agent will deliver a
Prospectus and Pricing Supplement as
herein described with respect to each
Certificated Note sold by it. The
Company will make such delivery if such
Certificated Note is sold directly by
the Company to a purchaser (other than
any Agent).
Confirmation: For each order to purchase a
Certificated Note solicited by any Agent
and accepted by or on behalf of the
Company, the Presenting Agent will issue
a confirmation to the purchaser, with a
copy to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
<PAGE>
49
immediately available funds in exchange
for an authenticated Certificated Note
delivered to the Presenting Agent and
the Presenting Agent's delivery of such
Certificated Note against receipt of
immediately available funds shall, with
respect to such Certificated Note,
constitute "settlement". All orders
accepted by the Company will be settled
on the third Business Day following the
date of sale pursuant to the timetable
for settlement set forth below, unless
the Company and the purchaser agree to
settlement on another day which shall be
no earlier than the next Business Day
following the date of sale.
Settlement Procedures: Settlement Procedures with regard
to each Certificated Note sold
by the Company through any
Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the
Company by telephone of the following
settlement information, in time for the
Trustee to prepare and authenticate the
required Note:
1. Name in which such Certificated Note
is to be registered ("Registered
Owner").
2. Address of the Registered Owner and
address for payment of principal and
interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Principal or face amount.
5. Stated Maturity.
6. In the case of a Fixed Rate
Certificated Note, the interest rate or,
in the case of a Floating Rate
Certificated Note, the initial interest
rate (if known at such time), Interest
Rate Basis, Index Maturity, Interest
Reset Period, Interest Reset Dates,
Spread or Spread Multiplier (if any),
Minimum Interest Rate (if any) and
Maximum Interest Rate (if any).
7. Interest Payment Dates and the
Interest Payment Period.
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50
8. Specified Currency and whether the
option to elect payment in a Specified
Currency applies and if the Specified
Currency is not U.S. dollars, the
authorized denominations.
9. Redemption, repayment or extension
provisions, if any.
10. Settlement date.
11. Price (including currency).
12. Presenting Agent's commission,
determined as provided in Section 2 of
the Agency Agreement.
13. Whether such Certificated Note is
issued at an original issue discount,
and, if so, the total amount of OID, the
yield to maturity and the initial
accrual period OID.
B. The Company will advise the Trustee
by telephone (confirmed in writing at
any time on the sale date) or electronic
transmission of the information set
forth in Settlement Procedure "A" above
and the name of the Presenting Agent.
C. The Company will deliver to the
Trustee a pre-printed four-ply packet
for such Certificated Note, which packet
will contain the following documents in
forms that have been approved by
Company, the Agents and the Trustee:
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51
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For the Presenting Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such
Certificated Note and will authenticate
such Certificated Note and deliver it
(with the confirmation) and Stubs One
and Two to the Presenting Agent, all in
accordance with the written directions
(or oral instructions confirmed in
writing on the next Business Day) of the
Company at (unless, otherwise specified
by the Presenting Agent in writing) the
following address: in the case of
Salomon Brothers Inc, to the Bank of New
York, Dealer Clearance, One Wall Street,
3rd Floor, New York, NY 10005,
Attention: Salomon Account, or if to
Merrill Lynch, Pierce, Fenner & Smith
Incorporated to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Money
Market Clearance - MTNs, 75 Barclay
Street, Window C, New York, New York
10080, Attention: Kevin Brennan or, if
to another Presenting Agent to the
address specified by the Company. The
Presenting Agent will acknowledge
receipt of the Note by stamping or
otherwise marking Stub One and returning
it to the Trustee. Such delivery will be
made only against such acknowledgment of
receipt. In the event that the
<PAGE>
52
instructions given by the Presenting
Agent for payment to the account of the
Company are revoked, the Company will as
promptly as possible wire transfer to
the account of the Presenting Agent an
amount of immediately available funds
equal to the amount of such payment
made.
E. The Presenting Agent will deliver
such Certificated Note (with the
confirmation) to the customer against
payment in immediately payable funds.
The Presenting Agent will obtain the
acknowledgment of receipt of such
Certificated Note by retaining Stub Two.
F. The Trustee will send Stub Three to
the Company by first-class mail.
Settlement Procedures For orders of Certificated Notes
Timetable: solicited by any Agent, as agent,
and accepted by the Company, Settlement
Procedures "A" through "F" set forth
above shall be completed on or before
the respective times (New York City
time) set forth below:
<PAGE>
53
Settlement
Procedure Time
A 2:00 P.M. on the day
before settlement
B-C 3:00 P.M. on the day
before settlement
D 2:15 P.M. on settlement
date
E 3:00 P.M. on settlement
date
F 5:00 P.M. on settlement
date
Failure To Settle: If a purchaser fails to accept
delivery of and make payment for any
Certificated Note, the Presenting Agent
will notify the Company and the Trustee
by telephone and return such
Certificated Note to the Trustee. Upon
receipt of such notice, the Company will
immediately wire transfer to the account
of the Presenting Agent an amount equal
to the amount previously credited to the
account of Company in respect of such
Certificated Note. Such wire transfer
will be made on the settlement date, if
possible, and in any event not later
than the Business Day following the
settlement date. If the failure shall
have occurred for any reason other than
a default by the Presenting Agent in the
performance of its obligations hereunder
and under the Agency Agreement, then the
Company will reimburse the Presenting
Agent or the Trustee, as appropriate, on
an equitable basis for its loss of the
use of the funds during the period when
they were credited to the account of the
Company. Immediately upon receipt of the
Certificated Note in respect of which
such failure occurred, the Trustee will
<PAGE>
54
cancel such Certificated Note in
accordance with the Indenture and so
advise the Company and the Trustee will
make appropriate entries in its records.
Trustee Not To Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend
its own funds in connection with any
payment to the Company, the Agents or
the purchaser, it being understood by
all parties that payments made by the
Trustee to the Company, the Agents or
the purchaser shall be made only to the
extent that funds are provided to the
Trustee for such purpose.
Authenticity of The Company will cause the Trustee
Signatures: to furnish the Agents from time to time
with the specimen signatures of each of
the Trustee's officers, employees or
agents who has been authorized by the
Trustee to authenticate Certificated
Notes, but no Agent will have any
obligation or liability to the Company
or the Trustee in respect of the
authenticity of the signature of any
officer, employee or agent of the
Company or the Trustee on any
Certificated Note.
Payment of Expenses: Each Agent shall forward to the Company,
on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms
of the Agency Agreement. The Company
will remit payment to the Agents
currently on a monthly basis.
Advertising Costs: The Company will determine with the
Agents the amount of advertising that
may be appropriate in soliciting orders
to purchase the Certificated Notes.
Advertising expenses will be paid by the
Company.
<PAGE>
55
Periodic Statements Periodically, the
Trustee will send from the Trustee: to
the Company a statement setting forth
the principal amount of Certificated
Notes Outstanding as of that date and
setting forth a brief description of any
sales of Certificated Notes which the
Company has advised the Trustee but
which have not yet been settled.
<PAGE>
EXHIBIT B
CPC International Inc.
Medium Term Notes, Series F
Due More Than Nine Months
from Date of Issue
TERMS AGREEMENT
[ ], 199[ ]
Attention:
Subject in all respects to the terms and conditions of the Selling Agency
Agreement (the "Agreement") dated , 1997, between Salomon Brothers Inc, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and you, the undersigned agrees to
purchase the following Notes of CPC International Inc.:
[Add additional terms as may be needed to identify the Notes.] Specified
Currency (if other than U.S. dollars):
Aggregate Principal Amount: $
Interest Rate:
Stated Maturity:
Interest Payment Dates:
Regular Record Dates:
Discount or Commission: % of Principal Amount
Purchase Price: % of Principal Amount [plus
accrued interest from
, 199 ]
Purchase Date and Time:
Place for Delivery of Notes
<PAGE>
2
and Payment Therefor:
Method of Payment:
Modification, if any, in the requirements to deliver the documents specified in
Section 6(b) of the Agreement:
[Purchaser]
By: ________________________
Accepted:
CPC International Inc.
By: ________________________
Title:
August 6, 1997
Board of Directors
CPC International Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, NJ 07632
Ladies and Gentlemen:
I am 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 $500,000,000 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 August 6, 1997 (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, 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 in 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.
<PAGE>
Board of Directors
August 6, 1997
Page 2
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 agreements, 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 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 Opinions" in the Registration Statement and related prospectus.
Very truly yours,
/s/ Hanes A. Heller
----------------------
Hanes A. Heller
HAA/pl
EXHIBIT 12
CPC INTERNATIONAL INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
For the
three
($ Millions) months
ended For the years ended December 31,
Mar. 31, 1997 1996 1995 1994 1993 1992
----------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Income from Continuing
Operations before Income Taxes $195.7 $917.1 $877.0 $614.7 $790.3 $744.5
- ------------------------------
----------------- ----------- ----------- ----------- ----------- -----------
Add (subtract):
Portion of rents representative of
interest 8.5 34.3 26.3 25.3 20.9 21.7
Interest on bonds, mortgages &
similar debt 18.2 74.2 55.2 51.9 56.1 64.7
Other interest 20.0 131.8 86.5 54.6 53.7 51.0
Interest expense included in cost of
plant construction (.8) (12.9) (6.6) (6.2) (6.7) (6.4)
Income of unconsolidated venture - - - 3.9 - 5.4
----------------- ----------- ----------- ----------- ----------- -----------
Income as adjusted $241.6 $1,144.5 $1,038.4 $744.2 $914.3 $880.9
----------------- ----------- ----------- ----------- ----------- -----------
Fixed Charges:
Portion of rents representative of
interest $8.5 $34.3 $26.3 $25.3 $20.9 $21.7
Interest on bonds, mortgages &
similar debt 18.2 74.2 55.2 51.9 56.1 64.7
Other interest 20.0 131.8 86.5 54.6 53.7 51.0
----------------- ----------- ----------- ----------- ----------- -----------
$46.7 $240.3 $168.0 $131.8 $130.7 $137.4
----------------- ----------- ----------- ----------- ----------- -----------
Ratio of Earnings to
Fixed Charges 5.2 4.8 6.2 5.6 7.0 6.4
- -------------
----------------- ----------- ----------- ----------- ----------- -----------
</TABLE>
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors
CPC International Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
New York, New York
August 5, 1997
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/ 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 "Company"), do hereby constitute and appoint
ROBERT S. GLUCK 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 14th day of July,
1995.
/s/ Clateo Castellini
CLATEO CASTELLINI
<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/ 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 "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 C. Ferguson
WILLIAM C. FERGUSON
<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/ 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 "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/ 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 "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/ 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 "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/ 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 "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/ 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 "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/ 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
ROBERT S. GLUCK 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 3rd day of July,
1997.
/s/ Henrique de Campos Meirelles
HENRIQUE DE CAMPOS MEIRELLES
<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 C. Norman
WILLIAM C. NORMAN
<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/ 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
Englewood Cliffs, New Jersey 07632
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
(Title of the indenture securities)
<PAGE>
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, Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated June 21,
1995 - Incorporated herein by reference to Exhibit 1 filed with
Form T-1 Statement, Registration No. 33-65171, Certificate of
Amendment of the Organization Certificate of Bankers Trust
Company dated March 20, 1996, incorporate by referenced to
Exhibit 1 filed with Form T-1 Statement, Registration No.
333-25843 and Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated June 19, 1997, copy
attached.
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.
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 - Existing By-Laws of Bankers Trust Company, as amended on
February 18, 1997, Incorporated herein by reference to Exhibit 4
filed with Form T-1 Statement, Registration No. 333-24509-01.
Exhibit 5 - Not applicable.
-2-
<PAGE>
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 - The latest report of condition of Bankers Trust Company
dated as of March 31, 1997. incorporated by reference to Exhibit
7 with Form T-1 Statement, Registration No. 333-25843.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, 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 4th day
of August, 1997.
BANKERS TRUST COMPANY
By: /s/ Kevin Weeks
------------------------
Kevin Weeks
Assistant Vice President
-4-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, 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 4th day
of August, 1997.
BANKERS TRUST COMPANY
By: /s/ Kevin Weeks
------------------------
Kevin Weeks
Assistant Vice President
-5-
<PAGE>
State of New York,
Banking Department
I, MANUEL KURSKY, 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 19, 1997, providing for an increase in authorized
capital stock from $1,601,666,670 consisting of 100,166,667 shares with a par
value of $10 each designated as Common Stock and 600 shares with a par value of
$1,000,000 each designated as Series Preferred Stock to $2,001,666,670
consisting of 100,166,667 shares with a par value of $10 each designated as
Common Stock and 1,000 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,
this 27th day of June in the Year of our
Lord one thousand nine hundred and ninety-seven.
Manuel Kursky
------------------------------
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 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, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (100,166,667)
shares with a par value of $10 each designated as Common Stock and 600 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 Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
5. 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.
<PAGE>
IN WITNESS WHEREOF, we have made and subscribed this certificate this 19th
day of June, 1997.
James T. Byrne, Jr.
--------------------------------
James T. Byrne, Jr.
Managing Director
Lea Lahtinen
---------------------------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully 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 herein contained are true.
Lea Lahtinen
----------------------------
Lea Lahtinen
Sworn to before me this 19th day
of June, 1997.
Sandra L. West
- ---------------------------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
