<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1996
REGISTRATION NO. 333-2071
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
DOW JONES & COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-5034940
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
(212) 416-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KEVIN J. ROCHE
VICE PRESIDENT/FINANCE AND CHIEF FINANCIAL OFFICER
DOW JONES & COMPANY, INC.
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
(212) 416-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
The Commission is requested to send copies of all communications to:
DAVID E. MORAN, ESQ. ANDREW D. SOUSSLOFF, ESQ.
VICE PRESIDENT/LAW AND DEPUTY GENERAL SULLIVAN & CROMWELL
COUNSEL 125 BROAD STREET
DOW JONES & COMPANY, INC. NEW YORK, NEW YORK 10004
200 LIBERTY STREET
NEW YORK, NEW YORK 10281
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement, as
determined by market conditions and other factors.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 4, 1996
PROSPECTUS
DOW JONES & COMPANY, INC.
$300,000,000
DEBT SECURITIES
Dow Jones & Company, Inc. (the "Company") may offer from time to time its
unsecured debt securities consisting of notes, debentures or other evidences of
indebtedness (the "Debt Securities") at an aggregate initial offering price of
not more than $300,000,000 or, if applicable, the equivalent thereof in one or
more foreign currencies or currency units. As used herein, the term Debt
Securities shall include securities denominated, or whose principal is payable,
in United States dollars, or, at the option of the Company, in any other
currency or in a composite currency or currencies. The Debt Securities may be
offered as separate series in amounts, at prices and on terms to be determined
in light of market conditions at the time of sale and set forth in a Prospectus
Supplement or Prospectus Supplements.
The terms of each series of Debt Securities, including, where applicable, the
specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates and time or times of payment of any interest, any terms
for optional or mandatory redemption or payment of additional amounts or any
sinking fund provisions, any initial public offering price, the proceeds to the
Company and any other specific terms in connection with the offering and sale
of such series will be set forth in a Prospectus Supplement or Prospectus
Supplements. Debt Securities may be issued with amounts payable in respect of
principal of or any premium or interest on the Debt Securities determined by
reference to the value, rate or price of one or more specified indices.
The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See
"Plan of Distribution". Such agents, underwriters or dealers may include Chase
Securities Inc., or another firm acting alone, or may be a group of
underwriters, dealers or agents represented by Chase Securities Inc. or by one
or more firms including Chase Securities Inc. If any agents of the Company or
any underwriters are involved in the sale of any Debt Securities in respect of
which this Prospectus is being delivered, the names of such agents or
underwriters and any applicable commissions or discounts will be set forth in a
Prospectus Supplement.
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------------------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF DEBT SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
CHASE SECURITIES INC.
The date of this Prospectus is June 4, 1996.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY AND THEREBY IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THEIR RESPECTIVE DATES.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the United
States 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"). Reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission, at
Room 1024, at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois; and 13th Floor, 7 World Trade Center, New York, New
York 10048. Copies of such material can be obtained, at prescribed rates, from
the Public Reference Section of the Commission, Washington, D.C. 20549. The
common stock of the Company is listed on, and reports, proxy statements and
other information concerning the Company can be inspected at the offices of,
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This
Prospectus does not contain all of the information set forth in the
Registration Statement and Exhibits thereto which the Company has filed with
the Commission under the United States Securities Act of 1933, as amended (the
"Act"), and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 ("1995 Form 10-K"), and the Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1996 ("First Quarter 1996 Form 10-
Q"), each filed with the Commission by the Company, is incorporated in this
Prospectus by reference.
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. Any statement contained
herein or in a document all or a portion of which is incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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 copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any and all of the foregoing documents incorporated herein
by reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to: Dow Jones & Company, Inc., 200 Liberty Street,
New York, New York 10281, Attention: Corporate Secretary (telephone number
212-416-2000).
2
<PAGE>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the Company's 1995 Form 10-K under the
caption "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations--Outlook" and in the third paragraph of the
Company's First Quarter 1996 Form 10-Q under the caption "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations" are
forward-looking statements (as such term is defined in Section 27A of the
Act). These forward-looking statements are made subject to certain risks and
uncertainties, and the factors and assumptions described in the context of
such forward-looking statements and elsewhere in the 1995 Form 10-K and First
Quarter 1996 Form 10-Q could cause actual results and developments to differ
materially from those expressed in or implied by such forward-looking
statements.
------------------------------------------------------
FOR FLORIDA RESIDENTS ONLY
From time to time the Company may do business in Cuba, although not in the
usual commercial sense. Because the Company believes that certain events in
Cuba may be important and newsworthy, it and certain of its affiliates gather
and report on the news in that country. This newsgathering may require the
Company to do business in Cuba as contemplated by Section 517.075, Florida
Statutes. The Company's newsgathering and related activities are confined to
those permitted under United States law respecting commercial activity in
Cuba. This information is accurate as of the date hereof. Current information
concerning any material change in the Company's business dealings with Cuba or
with any person or affiliate located in Cuba may be obtained from the Division
of Securities and Investor Protection of the Florida Department of Banking and
Finance, the Capitol, Tallahassee, Florida 32399-0530, telephone number (904)
488-9805.
------------------------------------------------------
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$", "dollars",
"U.S. dollars" or "U.S.$").
3
<PAGE>
THE COMPANY
The Company is a global provider of business news and information. The
Company's operations are divided into three industry segments: financial
information services, business publishing and general interest community
newspapers.
The financial information services segment of the Company reflects the
operations of Dow Jones Telerate and the Company's financial news services,
such as the Dow Jones News Service(R) newswire, Capital Markets ReportSM,
Federal Filings(R), AP-Dow Jones News Service and other domestic and
international wires. This segment primarily serves the global financial
services industry.
The business publishing segment holds the operations of the Company's print
publications, which include The Wall Street Journal(R) and its international
editions in Europe and Asia; Barron's(R); Business Information Services, the
electronic publishing arm of the Company; and the Company's television and
multimedia operations. The Business Information Services group produces a
variety of CD-ROM and on-line products for personal investors as well as Dow
Jones News/Retrieval databases for corporate and other users.
In 1995 the Company and ITT Corporation formed a partnership to purchase
WNYC-TV from the City of New York. The transfer of the Federal Communications
Commission license was approved by the Federal Communications Commission on
May 17, 1996, but is not yet final. The purchase is expected to be finalized
in the first half of 1996. The television station is expected to be relaunched
in the latter part of 1996 as WBIS+SM and will provide a mix of business and
sports programming. The Company is a 49% owner of Asia Business News
(Singapore) Pte. Ltd., a business and financial news television company
broadcasting in Asia. The Company also owns 70% of European Business News,
which broadcasts European business, financial and consumer news throughout
Europe.
Community newspapers published by Ottaway Newspapers, Inc., a wholly-owned
subsidiary of the Company, include 19 general interest dailies in Arizonia,
California, Connecticut, Kentucky, Massachusetts, Michigan, Minnesota,
Missouri, New York, Oregon and Pennsylvania.
The Company also has investments in SmartMoney(R), which is published
jointly with The Hearst Corporation; Handelsblatt-Dow Jones GmbH, a joint
venture with the von Holtzbrinck Group, publisher of Germany's leading
business daily, Handelsblatt; Press-Enterprise Co., a daily newspaper in
Riverside, California; Mediatex Communications Corp., publisher of Texas
Monthly magazine; Nation Publishing Group, a Bangkok, Thailand publisher of
English and Thai-language magazines and newspapers; America Economia, a
Spanish-language business magazine in South America; VWD-Vereinigte
Wirtschaftsdienste GmbH, a German news agency specializing in business and
economic news and information; Minex Corporation, a minority-owner of EBS, a
provider of a foreign exchange trading service; HB-Dow Jones S.A., a part-
owner of a publishing company in the Czech Republic; and newsprint mills in
the United States and Canada.
The Company's principal executive offices are located at 200 Liberty Street,
New York, New York 10281 (telephone number 212-416-2000).
USE OF PROCEEDS
The Company currently intends to use the net proceeds from the sale of the
Debt Securities for general corporate purposes, which may include the
reduction of other indebtedness, possible acquisitions and such other purposes
as may be stated in any Prospectus Supplement. Pending such use, the net
proceeds may be temporarily invested. The precise amounts and timing of the
application of proceeds will depend upon the funding requirements of the
Company and its subsidiaries and the availability of other funds.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges............... 7.2 8.3 6.8 5.1 3.4
</TABLE>
For purposes of computing the ratio of earnings to fixed charges (a)
"earnings" have been calculated by adding to net income (i) taxes based on
income, (ii) interest on debt, (iii) the portion of lease rentals estimated by
management to be representative of the interest factor, (iv) minority interest
in net income of subsidiary, and (v) distribution of earnings from associated
companies, and deducting from net income equity in earnings of associated
companies; and (b) "fixed charges" include interest on debt and the portion of
lease rentals estimated by management to be representative of the interest
factor.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the series of Debt Securities offered by an accompanying
Prospectus Supplement (the "Offered Debt Securities"), and the extent to which
the following general provisions apply thereto, will be described therein.
The Debt Securities will be issued under an Indenture, dated as of October
1, 1985, as supplemented by the First Supplemental Indenture, dated as of
November 15, 1989, between the Company and Morgan Guaranty Trust Company of
New York, as trustee, and the Second Supplemental Indenture, dated as of
December 1, 1995, between the Company and First Trust of New York, National
Association, as successor Trustee (the "Trustee") (as so supplemented, the
"Indenture"). The following summaries of certain provisions of the Indenture
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Indenture, including the
definitions therein. Certain terms defined in the Indenture are capitalized
herein. Wherever capitalized terms are used and not otherwise defined herein,
it is intended that such terms shall have the meanings assigned to them in the
Indenture.
GENERAL
The Indenture does not limit the aggregate principal amount of the Debt
Securities or of any particular series of Offered Debt Securities which may be
issued thereunder and provides that Debt Securities may be issued from time to
time in series. The Debt Securities will be unsecured obligations of the
Company and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms or additional provisions thereof, where
applicable: (1) the title of the Offered Debt Securities; (2) any limit on the
aggregate principal amount of the Offered Debt Securities; (3) the price
(expressed as a percentage of the aggregate principal amount thereof) at which
the Offered Debt Securities will be issued; (4) the date or dates on which the
Offered Debt Securities will mature; (5) the rate or rates (which may be fixed
or variable) at which the Offered Debt Securities will bear interest, if any;
(6) the date or dates from which any such interest will accrue, the date on
which payment of such interest will commence, the Interest Payment Dates, the
Regular Record Dates for such Interest Payment Dates, and the entity to whom
any such interest will be payable, if other than the entity in whose name the
Offered Debt Security (or one or more predecessor securities) is registered at
the close of business on the Regular Record Date for such interest payment;
(7) the place or places where the principal of (and premium, if any) and
interest on the Offered Debt Securities will be payable; (8) the dates on
which and the price or prices at which the Offered Debt Securities will,
pursuant to any mandatory sinking fund provisions, or may, pursuant to any
optional sinking fund provisions, be redeemed by the Company, and the other
detailed terms and provisions of such sinking funds; (9) the date, if any,
after which, and the price or prices at which, the Offered Debt Securities
may, pursuant to any optional redemption provisions, be redeemed at the option
of the Company or of the Holder thereof and the other detailed terms and
provisions of such optional redemptions; (10) the currency or currencies,
including composite currencies, in which payment of the principal of (and
5
<PAGE>
premium, if any) and interest on the Offered Debt Securities will be payable
if other than U.S. dollars; (11) any index (which term includes any security
or securities or other referents) used to determine the amount of payments of
principal of (and premium, if any) or interest on the Offered Debt Securities;
(12) the portion of the principal amount of the Offered Debt Securities, if
other than the principal amount thereof, payable upon acceleration of maturity
thereof; (13) the right of the Company to defease the Offered Debt Securities
for certain restrictive covenants and certain Events of Default under the
Indenture; and (14) any other terms of the Offered Debt Securities. (Section
301)
Unless otherwise provided in the Prospectus Supplement relating to the
Offered Debt Securities, (1) principal of (and premium, if any) and interest
on the Debt Securities will be payable, and the Debt Securities will be
exchangeable and transfers thereof will be registrable, at the principal
office of the Trustee in New York, New York, except that, at the option of the
Company, interest may be paid by mailing a check to the address of the entity
entitled thereto as it appears in the security register maintained at the
principal office of the Trustee; (2) payment of any interest due on any Debt
Security will be made to the entity in whose name such Debt Security is
registered at the close of business on the Regular Record Date for such
interest; and (3) the Debt Securities will be issued only in registered form
without coupons and in denominations of $1,000 and integral multiples thereof.
No service charge will be made for any transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
(Sections 301, 302, 305, 307 and 1002)
Debt Securities may be issued as Original Issue Discount Debt Securities to
be sold at a substantial discount from their principal amount. Special federal
income tax, accounting and other considerations applicable thereto will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Security" means any Debt Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof. (Section 101)
The applicable Prospectus Supplement will describe the federal income tax
consequences of the ownership of any Offered Debt Securities denominated in
other than U.S. dollars.
LIMITATION ON LIENS
The Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist
any indebtedness for borrowed money secured by a mortgage, pledge or other
lien ("Mortgage") on any of its or their Tangible Property, or on any shares
of stock or indebtedness of a Restricted Subsidiary, without providing that
the Debt Securities (other than Debt Securities of a series not entitled to
the benefits of this provision) shall be secured equally and ratably with (or
prior to) such secured indebtedness. The foregoing restriction does not apply
if, after giving effect to such secured indebtedness, the aggregate amount of
all such secured indebtedness (other than indebtedness secured by excepted
Mortgages referred to in the following sentence) plus all Attributable Debt of
the Company and its Restricted Subsidiaries in respect of Sale and Leaseback
Transactions would not exceed 10% of Consolidated Net Tangible Assets,
excluding any Sale and Leaseback Transaction the proceeds of which are applied
to the retirement of secured indebtedness of the Company (other than
indebtedness secured by excepted Mortgages referred to in the following
sentence). The foregoing restriction regarding secured indebtedness does not
apply to (1) Mortgages existing on the date of the Indenture; (2) Mortgages on
property of, or on any shares of stock or indebtedness of, any corporation
existing at the time such corporation becomes a Restricted Subsidiary; (3)
Mortgages on property of any corporation existing at the time such corporation
is merged into or consolidated with, or at the time of any sale, lease or
other disposition of all or substantially all its assets to, the Company or a
Restricted Subsidiary; (4) Mortgages on property existing at the time of
acquisition thereof and purchase money Mortgages relating thereto (including
construction cost financing); (5) Mortgages on particular property to secure
all or part of the cost of repairing, altering, constructing, improving or
developing such property as is, in the opinion of the Company's Board of
Directors, substantially unimproved; (6) Mortgages in favor of governmental
bodies to secure progress, advance or other payments pursuant to any contract
or provision of any statute; and (7) Mortgages in favor of the Company or any
Restricted Subsidiary, and will not apply to any extension, renewal or
replacement of any Mortgage referred to in the foregoing clauses (1) through
(6). (Section 1007)
6
<PAGE>
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
The Indenture provides that the Company will not, and will not permit any
Restricted Subsidiary to, enter into any arrangement with any bank, insurance
company or other lender or investor providing for the leasing by the Company
or such Restricted Subsidiary for a period in excess of three years of any
real property located within the United States which has been owned by the
Company or such Restricted Subsidiary for more than six months and which has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such lender or investor unless either (1) the Company or such
Restricted Subsidiary could mortgage such property under the restrictions
described under "Limitation on Liens" in an amount equal to the Attributable
Debt with respect to such Sale and Leaseback Transaction without equally and
ratably securing the Debt Securities (other than Debt Securities of a series
not entitled to the benefits of that provision) or (2) the Company, within six
months after such sale or transfer, applies to the retirement of secured
indebtedness of the Company (other than indebtedness secured by excepted
Mortgages referred to in the last sentence of "Limitation on Liens" above) an
amount equal to the greater of (i) the net proceeds of the sale of the real
property so leased back or (ii) the fair market value of the real property so
leased back. (Section 1008)
CERTAIN DEFINITIONS
As used in the Indenture:
"Subsidiary" means any corporation of which the Company or one or more of its
Subsidiaries owns more than 50% of the outstanding stock ordinarily having
voting power for the election of directors. "Restricted Subsidiary" means any
Subsidiary other than (1) a Subsidiary substantially all the physical
properties of which are located, or substantially all the operations of which
are conducted, outside the United States or (2) a Subsidiary the principal
business of which consists of (i) investing in, developing or otherwise
dealing in or with, real estate or providing services directly related
thereto, (ii) financing, including without limitation lending on the security
of, purchasing or discounting (with or without recourse), receivables, leases,
obligations or other claims arising from or in connection with the purchase or
sale of products or services or (iii) leasing property. "Attributable Debt"
means the total net amount of rent (discounted at a rate per annum equal to
the prevailing market interest rate, at the time the lease was entered into,
on United States Treasury obligations having a maturity substantially the same
as the average term of such lease, plus 3%) required to be paid during the
remaining term of such lease. "Consolidated Net Tangible Assets" means the
aggregate amount of assets (less applicable reserves and other properly
deductible items) of the Company and its Restricted Subsidiaries after
deducting therefrom (1) all current liabilities and (2) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other
like intangibles, all as set forth on the most recent balance sheet of the
Company and its Subsidiaries and computed in accordance with generally
accepted accounting principles. "Tangible Property" means all land, buildings,
machinery and equipment, and leasehold interests and improvements in respect
of the foregoing, which would be reflected on a consolidated balance sheet of
the Company and its Restricted Subsidiaries prepared in accordance with
generally accepted accounting principles, excluding all such tangible property
located outside the United States. "Outstanding", when used with respect to
Debt Securities, means, as of the date of determination, all Debt Securities
theretofore authenticated and delivered under the Indenture, except: (i)
cancelled Debt Securities; (ii) Debt Securities for whose payment or
redemption money or U.S. Government obligations has been theretofore deposited
with the Trustee in trust or set aside and segregated in trust by the Company;
and (iii) Debt Securities which have been paid pursuant to the Indenture or in
exchange for or in lieu of which other Debt Securities have been authenticated
and delivered pursuant to the Indenture. Debt Securities which have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debt Securities and that the pledgee is not the Company
or any other obligor upon the Debt Securities or any affiliate of the Company
or of such other obligor. "Sale and Leaseback Transaction" means any
arrangement with any bank, insurance company or other lender or investor (not
including the Company or any Restricted Subsidiary), or to which any such
lender or investor is a party, providing for the leasing by the Company or a
Restricted Subsidiary for a period, including renewals, in excess of three
years of any real property located within the United States of America which
has been owned by the Company or a Restricted Subsidiary for more than six
7
<PAGE>
months and which has been or is to be sold or transferred by the Company or a
Restricted Subsidiary to such lender or investor or to any person to whom
funds have been or are to be advanced by such lender or investor on the
security of such real property. (Section 101)
WAIVER
The Holders of at least 66 2/3% in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities
of that series waive, insofar as that series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1011)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities
of that series waive any past default under the Indenture with respect to that
series, except a default in the payment of the principal of (or premium, if
any) or interest on any Debt Security of that series or in respect of a
covenant or provision of the Indenture which cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of that
series affected. (Section 513)
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is defined
in the Indenture as: (1) default for 30 days in payment of any interest on any
Debt Security of that series; (2) default in payment of principal of (or
premium, if any, on) any Debt Security of that series at maturity; (3) failure
to deposit any sinking fund payment when due in respect of that series; (4)
failure by the Company for 60 days after due notice in performance of any
other of the covenants or warranties in the Indenture (other than a covenant
or warranty included in the Indenture solely for the benefit of a series of
Debt Securities other than that series); (5) default under any indebtedness
for money borrowed (including a default with respect to Debt Securities other
than that series) with a principal amount then outstanding in excess of
$5,000,000 or under any mortgage, indenture or instrument under which any such
indebtedness is issued or secured (including the Indenture) which default
results in the acceleration of maturity of such indebtedness, unless such
indebtedness or acceleration shall have been discharged or annulled within 10
days after due notice by the Trustee or by Holders of at least 10% in
principal amount of the Outstanding Debt Securities of that series; (6)
certain events of bankruptcy, insolvency or reorganization of the Company; and
(7) any other Event of Default provided with respect to Debt Securities of
that series. (Section 501)
The Indenture provides that, if any Event of Default with respect to Debt
Securities of any series at the time Outstanding occurs and is continuing,
either the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Debt Securities of that series may declare the principal
amount (or, if any of the Debt Securities of that series are Original Issue
Discount Debt Securities, such portion of the principal amount of such Debt
Securities as may be specified in the terms thereof) of all Debt Securities of
that series to be due and payable immediately, but upon certain conditions
such declaration may be annulled and past defaults (except, unless theretofore
cured, a default in payment of principal of (or premium, if any) or interest
on the Debt Securities of that series and certain other specified defaults)
may be waived by the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series on behalf of the Holders of all
Debt Securities of that series. (Sections 502 and 513)
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities that consists in whole or in part of Original Issue
Discount Debt Securities for the particular provisions relating to
acceleration of the maturity of a portion of the principal amount of such
Original Issue Discount Debt Securities upon the occurrence of an Event of
Default and the continuation thereof.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to Debt Securities of any series at the
time Outstanding, give to the Holders of the Outstanding Debt Securities of
that series notice of such default known to it if uncured or not waived,
provided that, except in the case of default in the payment of principal of
(or premium, if any) or interest on any Debt Security of that series, or in
the deposit of any sinking fund payment which is provided, the Trustee will be
protected in withholding such notice
8
<PAGE>
if the Trustee in good faith determines that the withholding of such notice is
in the interest of the Holders of the Outstanding Debt Securities of such
series; and, provided further, that in the case of any default of the
character specified in clause (4) under "Events of Default," such notice shall
not be given until at least 30 days after the occurrence thereof. The term
"default" with respect to any series of Outstanding Debt Securities for the
purpose only of this provision means any event which is, or after notice or
lapse of time or both would become, an Event of Default. (Section 602)
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care,
to be indemnified by the Holders of any series of Outstanding Debt Securities
before proceeding to exercise any right or power under the Indenture at the
request of the Holders of such series of Debt Securities. (Section 603)
Subject to such provisions for indemnification of the Trustee, the Indenture
provides that the Holders of a majority in principal amount of Outstanding
Debt Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series, provided that the Trustee may decline to act
if such direction is contrary to law or the Indenture. (Section 512)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless: (1) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt
Securities of that series, (2) the Holders of at least 25% in principal amount
of the Outstanding Debt Securities of that series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, (3) the Trustee shall have failed to institute such
proceeding within 60 days and (4) the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Debt Securities
of that series a direction inconsistent with such request during such 60-day
period. (Section 507) However, the Holder of any Debt Security will have an
absolute right to receive payment of the principal of (and premium, if any)
and any interest on such Debt Security on or after the due dates expressed in
such Debt Security and to institute suit for the enforcement of any such
payment. (Section 508)
The Indenture includes a covenant that the Company will file annually with
the Trustee a certificate of no default as to certain provisions of the
Indenture, or specifying any default that exists. (Section 1010)
DEFEASANCE
The Prospectus Supplement will state if any defeasance provision will apply
to the Offered Debt Securities.
Defeasance and Discharge. The Indenture provides that, if applicable, the
Company will be discharged from any and all obligations in respect of the Debt
Securities of any series (except for certain obligations to register the
transfer or exchange of Debt Securities of such series, to replace stolen,
lost or mutilated Debt Securities of such series, to maintain paying agencies
and to hold monies for payment in trust) upon the deposit with the Trustee, in
trust, of money or U.S. Government obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay (1) the principal of (and
premium, if any) and each installment of interest on the Debt Securities of
such series on the stated maturity of such payments and (2) installments of
any sinking fund payments applicable to the Debt Securities of such series, in
accordance with the terms of the Indenture and the Debt Securities of such
series. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an opinion of counsel (who may be an
employee of or counsel for the Company) to the effect that (1) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling to the effect that Holders of the Debt Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred and (2) the Debt Securities, if then listed on the New York Stock
Exchange, would not be delisted as a result of such defeasance. (Section 403).
9
<PAGE>
Defeasance of Certain Covenants and Certain Events of Default. The Indenture
provides that, if applicable, the Company may omit to comply with certain
restrictive covenants in Sections 1005 (Maintenance of Properties), 1006
(Payment of Taxes and Other Claims), 1007 (Limitation on Liens) and 1008
(Limitation on Sale and Leaseback Transactions), and neither Section 501(4)
(described in clause (4) under "Events of Default") with respect to Sections
1005 through 1008 nor Section 501(5) (described in clause (5) under "Events of
Default") shall be deemed to be an Event of Default under the Indenture and
the Debt Securities of any series, upon the deposit with the Trustee, in
trust, of money or U.S. Government obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay (1) the principal of (and
premium, if any) and each installment of interest on the Debt Securities of
such series on the stated maturity of such payments and (2) installments of
any sinking fund payments applicable to the Debt Securities of such series, in
accordance with the terms of the Indenture and the Debt Securities of such
series. The obligations of the Company under the Indenture and the Debt
Securities of such series other than the covenants referred to above and the
Events of Default other than the Events of Default referred to above shall
remain in full force and effect. Such a trust may only be established if,
among other things, the Company has delivered to the Trustee an opinion of
counsel (who may be an employee of or counsel for the Company) to the effect
that (1) the Holders of the Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit and defeasance of certain covenants and Events of Default and will be
subject to federal income tax on the same amount and in the same manner and at
the same times, as would have been the case if such deposit and defeasance had
not occurred and (2) the Debt Securities of such series, if then listed on the
New York Stock Exchange, would not be delisted as a result of such defeasance.
(Section 1009)
Defeasance and Certain Other Events of Default. In the event the Company
exercises its option not to comply with certain covenants of the Indenture
with respect to the Debt Securities of any series as described above and the
Debt Securities of such series are declared due and payable because of the
occurrence of any Event of Default other than an Event of Default described in
clause (4) or (5) under "Events of Default," the amount of money and U.S.
Government obligations on deposit with the Trustee will be sufficient to pay
amounts due on the Debt Securities of such series at the time of their stated
maturity but may not be sufficient to pay amounts due on the Debt Securities
of such series at the time of the acceleration resulting from such Event of
Default. However, the Company shall remain liable for such payments.
MODIFICATION AND WAIVER OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 66 2/3% in principal amount
of Outstanding Debt Securities of each series affected thereby, to execute
supplemental indentures adding any provisions to or changing or eliminating
any of the provisions of the Indenture or modifying the rights of the Holders
of Outstanding Debt Securities of such series, except that no such
supplemental indenture may, without the consent of the Holder of each
Outstanding Debt Security affected thereby, (1) change the stated maturity of
the principal of, or any installment of principal of or interest on, any Debt
Security, (2) reduce the principal amount of (or premium, if any) or any
interest on any Debt Security or reduce the amount of principal of an Original
Issue Discount Security that would be due and payable upon acceleration, (3)
change the place or currency of payment of principal of (or premium, if any)
or interest on any Debt Security, (4) impair the right to institute suit for
the enforcement of any payment on or with respect to any Debt Security on or
after the stated maturity thereof (or, in the case of redemption, on or after
the redemption date), (5) reduce the aforesaid percentage in principal amount
of Outstanding Debt Securities of any series, the consent of the Holders of
which is required for any such supplemental indenture or for waiver of
compliance with certain provisions of the Indenture or certain defaults
thereunder or (6) effect certain other changes. (Section 902)
The Holders of at least 66 2/3% in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities
of such series waive, insofar as such series is concerned, compliance by the
Company with certain restrictive provisions of the Indenture. (Section 1011)
The Holders of a majority in
10
<PAGE>
principal amount of the Outstanding Debt Securities of any series may on
behalf of the Holders of all Debt Securities of such series waive any past
default under the Indenture with respect to such series, except a default in
the payment of the principal of (or premium, if any) or any interest on any
Debt Security of such series or in respect of a provision or covenant which
under the Indenture cannot be modified or amended without the consent of the
Holder of each Outstanding Debt Security of such series affected thereby.
(Section 513)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Indenture contains a provision permitting the Company, without the
consent of the Holders of any of the Outstanding Debt Securities, to
consolidate with or merge into any other corporation or transfer or lease its
assets substantially as an entirety to any entity or to acquire or lease the
assets of any entity substantially as an entirety or to permit any corporation
to merge into the Company, provided that (1) the successor is a corporation
organized under the laws of any domestic jurisdiction; (2) the successor
corporation, if other than the Company, assumes the Company's obligations on
the Debt Securities and under the Indenture; (3) after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing; and (4) certain other conditions are met. (Section 801)
REGARDING THE TRUSTEE
First Trust of New York, National Association, is the Trustee under the
Indenture.
BOOK-ENTRY SYSTEM
Some or all of the Debt Securities of any series may be issued in the form
of one or more fully registered global debt securities (collectively, the
"Global Debt Securities"), which will be deposited with, or on behalf of, a
depositary identified in the appropriate Prospectus Supplement (the
"Depositary") and registered in the name of the Depositary or a nominee
thereof identified in the appropriate Prospectus Supplement. Except as set
forth below, the Global Debt Securities may be transferred, in whole and not
in part, only to the Depositary or another nominee of the Depositary.
Ownership of beneficial interests in the Global Debt Securities will be
limited to institutions that have accounts with the Depositary or its nominee
("participants") or persons that may hold interests through participants. Upon
the issuance of the Global Debt Securities, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts
of the Debt Securities represented by such Global Debt Securities to the
accounts of participants. Ownership of interests in the Global Debt Securities
will be shown on, and the transfer of those ownership interests will be
effected only through, records maintained by the Depositary (with respect to
participants' interests) and such participants (with respect to the owners of
beneficial interests in the Global Debt Securities through such participants).
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and laws may impair the ability to transfer beneficial interests in the
Global Debt Securities.
So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Debt Securities, the Depositary or such nominee, as the
case may be, will be considered the sole owner and holder of the related Debt
Securities for all purposes of such Debt Securities and for all purposes under
the Indenture. Except as set forth below, owners of beneficial interests in
the Global Debt Securities will not be entitled to have the Debt Securities
represented by such Global Debt Securities registered in their names, will not
receive or be entitled to receive physical delivery of certificated Debt
Securities in definitive form and will not be considered to be the owners or
holders of any Debt Securities under the Indenture or the Global Debt
Securities. Accordingly, each person owning a beneficial interest in the
Global Debt Securities must rely on the procedures of the Depositary and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder of
Debt Securities under the Indenture or the Global Debt Securities. The Company
understands that under existing industry practice, in the event the Company
requests any action of holders of Debt Securities or an owner of a beneficial
interest in the Global Debt Securities desires to take any
11
<PAGE>
action that the Depositary, as the holder of the Global Debt Securities, is
entitled to take, the Depositary would authorize the participants to take such
action, and that the participants would authorize beneficial owners owning
through such participants to take such action or would otherwise act upon the
instructions of beneficial owners owning through them.
Payment of principal of (and premium, if any) and interest on Debt
Securities represented by the Global Debt Securities registered in the name of
or held by the Depositary or its nominee will be made to the Depositary or its
nominee, as the case may be, as the registered owner and holder of the Global
Debt Securities.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Debt Securities, will credit
immediately participants' accounts with payment in amounts proportionate in
their respective beneficial interests in the principal amount of the Global
Debt Securities as shown on the records of the Depositary. The Company also
expects that payments by participants to owners of beneficial interests in the
Global Debt Securities 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 in bearer form or registered in
"street name", and will be the responsibility of such participants. None of
the Company, the Trustee or any agent of the Company or the Trustee will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial ownership interests in the Global Debt
Securities for any Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests or for
any other aspect of the relationship between the Depositary and its
participants or the relationship between such participants and the owners of
beneficial interests in the Global Debt Securities owning through such
participants.
Unless and until they are exchanged in whole or in part for certificated
Debt Securities in definitive form, the Global Debt Securities may not be
transferred except as a whole by the Depositary to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary.
The Debt Securities represented by the Global Debt Securities are
exchangeable for certificated Debt Securities in definitive registered form of
like tenor as such Debt Securities in denominations of $1,000 and in any
greater amount that is an integral multiple thereof if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Debt Securities or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its discretion at any time determines not to have
all of the Debt Securities represented by the Global Debt Securities and
notifies the Trustee thereof or (iii) an Event of Default with respect to the
Debt Securities represented by such Global Debt Securities has occurred and is
continuing. Any Debt Securities that are exchangeable pursuant to the
preceding sentence are exchangeable for certificated Debt Securities issuable
in authorized denominations and registered in such names as the Depositary
shall direct. Subject to the foregoing, the Global Debt Securities are not
exchangeable, except for a Global Debt Security or Global Debt Securities of
the same aggregate denominations to be registered in the name of the
Depositary or its nominee.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, beneficial interests
in a Global Debt Security, in some cases, may trade in the Depositary's same-
day funds settlement system, in which secondary market trading activity in
those beneficial interests would be required by the Depositary to settle in
immediately available funds. There is no assurance as to the effect, if any,
that settlement in immediately available funds would have on trading activity
in such beneficial interests. Also, settlement for purchases of beneficial
interests in a Global Debt Security upon the original issuance thereof may be
required to be made in immediately available funds.
FOREIGN CURRENCY RISKS
GENERAL
Debt Securities of a series may be denominated in such foreign currencies or
currency units as may be designated by the Company at the time of offering
(the "Foreign Currency Securities").
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FOREIGN CURRENCY SECURITIES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS
WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
Unless otherwise indicated in an applicable Prospectus Supplement, a Foreign
Currency Security will not be sold in, or to a resident of, the country of the
Specified Currency (as defined below) in which such Security is denominated.
The information set forth below is by necessity incomplete and prospective
purchasers of Foreign Currency Securities should consult their own financial
and legal advisors with respect to any matters that may affect the purchase or
holding of a Foreign Currency Security or the receipt of payments of principal
of and any premium and interest on a Foreign Currency Security in a Specified
Currency.
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Foreign Currency Securities entails significant risks that
are not associated with a similar investment in a security denominated in U.S.
dollars. Such risks include, without limitation, the possibility of
significant changes in the rate of exchange between the U.S. dollar and the
currency or currency unit designated by the Company at the time of offering
(the "Specified Currency") and the possibility of the imposition or
modification of foreign exchange controls by either the United States or
foreign governments. Such risks generally depend on events over which the
Company has no control, such as economic and political events and the supply
of and demand for the relevant currencies. In recent years, rates of exchange
between the U.S. dollar and certain foreign currencies have been highly
volatile and such volatility may be expected in the future. Fluctuations in
any particular exchange rate that have occurred in the past are not
necessarily indicative, however, of fluctuations in the rate that may occur
during the term of any Foreign Currency Security. Depreciation of the
Specified Currency applicable to a Foreign Currency Security against the U.S.
dollar would result in a decrease in the U.S. dollar-equivalent yield of such
Foreign Currency Security, in the U.S. dollar-equivalent value of the
principal repayable at Maturity of such Foreign Currency Security and,
generally, in the U.S. dollar-equivalent market value of such Foreign Currency
Security.
Governments have imposed from time to time exchange controls and may in the
future impose or revise exchange controls at or prior to a Foreign Currency
Security's Maturity. Even if there are not exchange controls, it is possible
that the Specified Currency for any particular Foreign Currency Security would
not be available at such Security's Maturity due to other circumstances beyond
the control of the Company.
JUDGMENTS
In the event an action based on Foreign Currency Securities were commenced
in a court of the United States, it is likely that such court would grant
judgment relating to such Securities only in U.S. dollars. It is not clear,
however, whether, in granting such judgment, the rate of conversion into U.S.
dollars would be determined with reference to the date of default, the date
judgment is rendered or some other date. Holders of Foreign Currency
Securities would bear the risk of exchange rate fluctuations between the time
the amount of the judgment is calculated and the time the Trustee converts
U.S. dollars to the Specified Currency for payment of the judgment.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through one or more underwriters
or dealers for public offering and sale by them or may sell Debt Securities to
investors directly or through agents. Such underwriters or agents may include
Chase Securities Inc. or another firm acting alone, or may be a group of
underwriters or agents represented by Chase Securities Inc. or by one or more
firms including Chase Securities Inc.
Underwriters may offer and sell the Debt Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices
13
<PAGE>
or at negotiated prices. The Company also may, from time to time, authorize
underwriters acting as the Company's agents to solicit and receive offers to
purchase the Debt Securities upon the terms and conditions as shall be set
forth in any Prospectus Supplement. In connection with the sale of Debt
Securities, underwriters may be deemed to have received compensation from the
Company in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Debt Securities for whom they may act
as agent. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions (which may be changed
from time to time) from the purchasers for whom they may act as agent.
Debt Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, by one
or more firms ("remarketing firms") acting as principals for their own
accounts or as agents for the Company. Any remarketing firm will be identified
and the terms of its agreement, if any, with the Company and its compensation
will be described in the Prospectus Supplement. Remarketing firms may be
deemed to be underwriters in connection with the Debt Securities remarketed
thereby.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in an applicable Prospectus Supplement. Underwriters,
dealers and agents participating in the distribution of Debt Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of Debt Securities may be deemed to
be underwriting discounts and commissions, under the Act. Underwriters,
dealers and agents may be entitled, under agreements with the Company, to
indemnification against and contribution toward certain civil liabilities,
including liabilities under the Act, and to reimbursement by the Company for
certain expenses.
If so indicated in an applicable Prospectus Supplement, the Company will
authorize dealers acting as the Company's agents to solicit offers by certain
institutions to purchase Offered Debt Securities from the Company at the
public offering price set forth in such Prospectus Supplement pursuant to
Delayed Delivery Contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of Offered
Debt Securities sold pursuant to Contracts shall be not less nor more than,
the respective amounts stated in such Prospectus Supplement. Institutions with
whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and other institutions, but will in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Offered Debt
Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which
such institution is subject, and (ii) if the Offered Debt Securities are being
sold to underwriters, the Company shall have sold to such underwriters the
total principal amount of the Offered Debt Securities less the principal
amount thereof covered by Contracts. Agents and underwriters will have no
responsibility in respect of the delivery or performance of Contracts.
All Offered Debt Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Offered Debt Securities
are sold by the Company for public offering and sale may make a market in such
Offered Debt Securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of or the trading markets for any Offered
Debt Securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.
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<PAGE>
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in an accompanying Prospectus Supplement relating
to Offered Debt Securities, the validity of the Debt Securities will be passed
upon for the Company by David E. Moran, Esq., Vice President/Law and Deputy
General Counsel of the Company, and for any underwriters or agents by Sullivan
& Cromwell, 125 Broad Street, New York, New York 10004.
EXPERTS
The financial statements and related financial statement schedules included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1995, incorporated by reference in this prospectus, have been incorporated
herein in reliance upon the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The fees and expenses to be paid in connection with the distribution of the
securities being registered hereby are estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee (actual).... $103,449
Printing and Engraving Expenses................................. 32,000
Accounting Fees and Expenses.................................... 49,000
Blue Sky and Legal Investment Fees and Expenses................. 17,000
Fees and Expenses of Trustee.................................... 31,500
Rating Agency Fees.............................................. 50,000
Miscellaneous................................................... 7,051
--------
TOTAL......................................................... $290,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors, employees and agents prosecuted in a criminal action
or sued in a civil action or proceeding, including, under certain
circumstances, suits by or in the right of the Registrant, for any expenses,
including attorneys' fees, or any liabilities which may be incurred in
consequence of such action or proceeding, under the conditions stated in that
section.
Section 32 of the Registrant's bylaws provides for indemnification of
officers and directors to the full extent permitted by the Delaware General
Corporation Law.
The Registrant maintains directors' and officers' liability and corporation
reimbursement insurance for the benefit of the Registrant and its directors
and officers. The policy provides coverage for certain amounts paid as
indemnification pursuant to the provisions of Delaware law and the
Registrant's bylaws. In addition, the form of the proposed Underwriting
Agreement provides for indemnification of directors, officers and certain
other persons of the Registrant under certain circumstances described therein
by each underwriter participating in the offering of Debt Securities.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
1 --Form of Underwriting Agreement.***
4(a) --Indenture (including forms of Debt Securities), dated as of October
1, 1985, between the Registrant and Morgan Guaranty Trust Company of
New York, as Trustee.*
4(b) --Form of First Supplemental Indenture, dated as of November 15,
1989, between the Registrant and Morgan Guaranty Trust Company of
New York, as Trustee.**
4(c) --Second Supplemental Indenture, dated as of December 1, 1995,
between the Registrant and First Trust of New York, National
Association, as Successor Trustee.***
5 --Opinion of David E. Moran, Esq.***
12 --Statement regarding computation of ratio of earnings to fixed
charges.***
23(a) --Consent of Coopers & Lybrand L.L.P., independent accountants.
23(b) --Consent of David E. Moran, Esq. (included in the opinion filed as
Exhibit 5).***
24 --Powers of Attorney (included on signature pages hereof or
previously filed).
25 --Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended, of First Trust of New York,
National Association, as Successor Trustee.***
</TABLE>
- --------
* Incorporated by reference to Exhibit 4(a) to Registration Statement on
Form S-3, as filed with the Commission on November 16, 1989 (Registration
No. 33-32110).
** Incorporated by reference to Exhibit 4(b) to Registration Statement on
Form S-3, as filed with the Commission on November 16, 1989 (Registration
No. 33-32110).
*** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned 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 the Registration Statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-2
<PAGE>
(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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-3
<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 CITY OF NEW YORK, STATE OF NEW YORK, ON JUNE 4, 1996.
DOW JONES & COMPANY, INC.
/s/ Kevin J. Roche
By:__________________________________
Kevin J. Roche
Vice President/Finance and
Chief Financial Officer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS
PETER R. KANN AND KENNETH L. BURENGA, AND EACH ACTING ALONE, HIS/HER TRUE AND
LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM/HER AND IN HIS/HER NAME, PLACE AND STEAD, IN ANY AND
ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS OR SUPPLEMENTS TO THIS
REGISTRATION STATEMENT, WHETHER PRE-EFFECTIVE OR POST-EFFECTIVE, AND TO FILE
THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH
AND EVERY ACT AND THING NECESSARY OR APPROPRIATE TO BE DONE WITH RESPECT TO
THIS REGISTRATION STATEMENT OR ANY AMENDMENTS OR SUPPLEMENTS HERETO IN THE
PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS HE/SHE MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS, OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
1. Principal executive officer
/s/ Peter R. Kann * Chairman of the Board and June 4, 1996
____________________________________ Chief Executive Officer
Peter R. Kann
2. Principal financial officer
/s/ Kevin J. Roche Vice President/Finance and June 4, 1996
____________________________________ Chief Financial Officer
Kevin J. Roche
3. Principal accounting officer
/s/ Thomas G. Hetzel * Comptroller June 4, 1996
____________________________________
Thomas G. Hetzel
/s/ Rand V. Araskog * Director June 4, 1996
____________________________________
Rand V. Araskog
/s/ Christopher Bancroft Director June 4, 1996
____________________________________
Christopher Bancroft
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kenneth L. Burenga Director June 4, 1996
____________________________________
Kenneth L. Burenga
/s/ William C. Cox, Jr.* Director June 4, 1996
____________________________________
William C. Cox, Jr.
/s/ Irvine O. Hockaday, Jr.* Director June 4, 1996
____________________________________
Irvine O. Hockaday, Jr.
/s/ Vernon E. Jordan, Jr.* Director June 4, 1996
____________________________________
Vernon E. Jordan, Jr.
/s/ David K.P. Li* Director June 4, 1996
____________________________________
David K.P. Li
Director
____________________________________
Jane C. MacElree
/s/ James H. Ottaway, Jr.* Director June 4, 1996
____________________________________
James H. Ottaway, Jr.
/s/ Donald E. Petersen * Director June 4, 1996
____________________________________
Donald E. Petersen
/s/ Warren H. Phillips* Director June 4, 1996
____________________________________
Warren H. Phillips
/s/ James Q. Riordan* Director June 4, 1996
____________________________________
James Q. Riordan
/s/ Martha S. Robes* Director June 4, 1996
____________________________________
Martha S. Robes
Director
____________________________________
Carlos Salinas de Gortari
/s/ Carl M. Valenti * Director June 4, 1996
____________________________________
Carl M. Valenti
/s/ Richard D. Wood * Director June 4, 1996
____________________________________
Richard D. Wood
</TABLE>
/s/ Kenneth L. Burenga
*By:_________________________________
Kenneth L. Burenga
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGES
------- ---------------------- ------------
<C> <S> <C>
1 --Form of Underwriting Agreement.***
4(a) --Indenture (including forms of Debt Securities),
dated as of October 1, 1985, between the Registrant
and Morgan Guaranty Trust Company of New York, as
Trustee.*
4(b) --Form of First Supplemental Indenture, dated as of
November 15, 1989, between the Registrant and Morgan
Guaranty Trust Company of New York, as Trustee.**
4(c) --Second Supplemental Indenture, dated as of December
1, 1995, between the Registrant and First Trust of
New York, National Association, as Successor
Trustee.***
5 --Opinion of David E. Moran, Esq.***
12 --Statement regarding computation of ratio of earnings
to fixed charges.***
23(a) --Consent of Coopers & Lybrand L.L.P., independent
accountants.
23(b) --Consent of David E. Moran, Esq. (included in the
opinion filed as Exhibit 5).***
24 --Powers of Attorney (included on signature pages
hereof or previously filed).
25 --Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended, of
First Trust of New York, National Association, as
Successor Trustee.***
</TABLE>
- --------
* Incorporated by reference to Exhibit 4(a) to Registration Statement on
Form S-3, as filed with the Commission on November 16, 1989 (Registration
No. 33-32110).
** Incorporated by reference to Exhibit 4(b) to Registration Statement on
Form S-3, as filed with the Commission on November 16, 1989 (Registration
No. 33-32110).
*** Previously filed.
II-6
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-3 (File
No. 333-2071) of our reports dated January 23, 1996, on our audits of the
financial statements and financial statement schedules of Dow Jones & Company,
Inc. We also consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
New York, New York
June 3, 1996
