<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
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.
----------------
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, please 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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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Debt Securities ........ $300,000,000(1) 100%(2)(3) $300,000,000(2) $103,449
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</TABLE>
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(1) Or, if any Debt Securities are (a) issued at original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $300,000,000, (b) denominated in a currency other than U.S.
dollars or in a composite currency or currencies, such principal amount as
shall result in an aggregate initial offering price equivalent to
$300,000,000 at the time of offering, or (c) issued with their principal
amount payable at maturity to be determined with reference to a currency
exchange rate or other index, such principal amount as shall result in an
aggregate initial offering price of $300,000,000.
(2) Estimated solely for the purposes of calculating the registration fee.
(3) Plus accrued interest, if any.
----------------
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 MARCH 29, 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
Chemical Securities Inc., or another firm acting alone, or may be a group of
underwriters, dealers or agents represented by Chemical Securities Inc. or by
one or more firms including Chemical 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.
CHEMICAL SECURITIES INC.
The date of this Prospectus is March 29, 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, 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>
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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 purchase, which is subject to approval
by the Federal Communications Commission, 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 Person to whom
any such interest will be payable, if other than the Person 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
5
<PAGE>
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
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 Corporate Trust
Office of the Trustee, except that, at the option of the Company, interest may
be paid by mailing a check to the address of the Person entitled thereto as it
appears in the Security Register; (2) payment of any interest due on any Debt
Security 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; 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, unless after giving effect thereto, 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, but 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), would not exceed 10% of
Consolidated Net Tangible Assets. The foregoing restriction 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. (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)
7
<PAGE>
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 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)
8
<PAGE>
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).
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
9
<PAGE>
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 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 Person or to acquire or lease the
assets of any Person 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)
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<PAGE>
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 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 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
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<PAGE>
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").
THIS PROSPECTUS DOES NOT, AND NO PROSPECTUS SUPPLEMENT WILL, DESCRIBE ALL
RISKS OF AN INVESTMENT IN FOREIGN CURRENCY SECURITIES THAT RESULT FROM SUCH
SECURITIES BEING DENOMINATED IN A FOREIGN CURRENCY OR CURRENCY UNIT EITHER AS
SUCH RISKS EXIST AT THE DATE OF THIS PROSPECTUS OR ANY SUCH PROSPECTUS
SUPPLEMENT OR AS SUCH RISKS MAY CHANGE FROM TIME TO TIME. PROSPECTIVE
PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE
RISKS ENTAILED BY AN INVESTMENT IN FOREIGN CURRENCY SECURITIES. 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
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<PAGE>
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 one or more underwriters for public
offering and sale by them or may sell Debt Securities to investors directly or
through agents. Such underwriters or agents may include Chemical Securities
Inc. or another firm acting alone, or may be a group of underwriters or agents
represented by Chemical Securities Inc. or by one or more firms including
Chemical 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 or at
negotiated prices. The Company also may, from time to time, authorize
underwriters acting as the Company's agents to offer and sell 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.
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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.
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.
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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).
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).
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 MARCH 29, 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 March 29, 1996
____________________________________ Chief Executive Officer
Peter R. Kann
2. Principal financial officer
/s/ Kevin J. Roche Vice President/Finance and March 29, 1996
____________________________________ Chief Financial Officer
Kevin J. Roche
3. Principal accounting officer
/s/ Thomas G. Hetzel Comptroller March 29, 1996
____________________________________
Thomas G. Hetzel
/s/ Rand V. Araskog Director March 29, 1996
____________________________________
Rand V. Araskog
/s/ Bettina Bancroft Director March 29, 1996
____________________________________
Bettina Bancroft
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kenneth L. Burenga Director March 29, 1996
____________________________________
Kenneth L. Burenga
/s/ William C. Cox, Jr. Director March 29, 1996
____________________________________
William C. Cox, Jr.
/s/ Irvine O. Hockaday, Jr. Director March 29, 1996
____________________________________
Irvine O. Hockaday, Jr.
/s/ Vernon E. Jordan, Jr. Director March 29, 1996
____________________________________
Vernon E. Jordan, Jr.
/s/ David K.P. Li Director March 29, 1996
____________________________________
David K.P. Li
/s/ James H. Ottaway, Jr. Director March 29, 1996
____________________________________
James H. Ottaway, Jr.
/s/ Donald E. Petersen Director March 29, 1996
____________________________________
Donald E. Petersen
/s/ Warren H. Phillips Director March 29, 1996
____________________________________
Warren H. Phillips
/s/ James Q. Riordan Director March 29, 1996
____________________________________
James Q. Riordan
Director
____________________________________
Martha S. Robes
Director
____________________________________
Carlos Salinas de Gortari
/s/ Carl M. Valenti Director March 29, 1996
____________________________________
Carl M. Valenti
/s/ Richard D. Wood Director March 29, 1996
____________________________________
Richard D. Wood
</TABLE>
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).
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).
II-6
<PAGE>
EXHIBIT 1
DOW JONES & COMPANY, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
, 19
Chemical Securities Inc.
270 Park Avenue
New York, New York 10017.
Dear Sirs:
From time to time Dow Jones & Company, Inc. (the "Company") proposes to
enter into one or more Pricing Agreements (each a "Pricing Agreement") in the
form of Annex I hereto, with such additions and deletions as the parties
thereto may determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in Schedule I to the
applicable Pricing Agreement (such firms constituting the "Underwriters" with
respect to such Pricing Agreement and the securities specified therein)
certain of its debt securities (the "Securities") specified in Schedule II to
such Pricing Agreement (with respect to such Pricing Agreement, the
"Designated Securities"), less the principal amount of Designated Securities
covered by Delayed Delivery Contracts, if any, as provided in Section 3 hereof
and as may be specified in Schedule II to such Pricing Agreement (with respect
to such Pricing Agreement, any Designated Securities to be covered by Delayed
Delivery Contracts being herein sometimes referred to as "Contract Securities"
and the Designated Securities to be purchased by the Underwriters (after
giving effect to the deduction, if any, for Contract Securities) being herein
sometimes referred to as "Underwriters' Securities").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to time
to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing
Agreement relating thereto will act as representatives (the
"Representatives"). The term "Representatives" also refers to a single firm
acting as sole representative of the Underwriters and to Underwriters who act
without any firm being designated as their representative. This Underwriting
Agreement shall not be construed as an obligation of the Company to sell any
of the Securities or as an obligation of any of the Underwriters to purchase
the Securities. The obligation of the Company to issue and sell any of the
Securities and the obligation of any of the Underwriters to purchase any of
the Securities shall be evidenced by the Pricing Agreement with respect to the
Designated Securities specified therein. Each Pricing Agreement shall specify
the aggregate principal amount of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters, the principal amount of such Designated Securities to be
purchased by each Underwriter and whether any of such Designated Securities
shall be covered by Delayed Delivery Contracts (as defined in Section 3
hereof) and the commission payable to the Underwriters with respect thereto
and shall set forth the date, time and manner of delivery of such Designated
Securities and payment therefor. The Pricing Agreement shall also specify (to
the extent not set forth in the Indenture and the registration statement and
prospectus with respect thereto) the terms of such Designated Securities. A
Pricing Agreement shall be in the form of an executed writing (which may be in
counterparts), and may be evidenced by an exchange of telegraphic
communications or any other rapid transmission device designed to produce a
written record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several
and not joint.
<PAGE>
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement on Form S-3 has been filed with the
Securities and Exchange Commission (the "Commission"); such registration
statement and any post-effective amendments thereto, each in the forms
heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to such registration statement, but including all
documents incorporated by reference in the prospectus contained therein, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or documents incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission
(other than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Securities Act of 1933, as amended
(the "Act"), each in the form heretofore delivered to the Representatives);
and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus
included in such registration statement or filed with the Commission
pursuant to Rule 424(a) under the Act, being hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement,
including all exhibits thereto and the documents incorporated by reference
in the prospectus contained in the registration statement at the time such
part of such registration statement became effective but excluding Form T-
1, each as amended at the time such part became effective, being
hereinafter called the "Registration Statement"; the prospectus relating to
the Securities, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date of this
Agreement, being hereinafter called the "Prospectus"; any reference herein
to any Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer to the
Prospectus as amended or supplemented in relation to the applicable
Designated Securities in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof, including any documents incorporated by reference therein as of the
date of such filing);
(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents 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; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto,
when such documents become effective or are filed with the Commission, as
the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the
2
<PAGE>
requirements of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as
to the Registration Statement and any amendment thereto and as of the
applicable filing date as to the Prospectus and any amendment or supplement
thereto, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities through
the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(d) Neither the Company nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included or
incorporated by reference in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth
or contemplated in the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement and the
Prospectus, there has not been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries or any material adverse
change, or any development involving a prospective material adverse change,
in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus;
(e) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus;
(f) The Company has an authorized capitalization as set forth in
documents incorporated by reference in the Prospectus, and all of the
issued shares of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;
(g) The Securities have been duly authorized, and, when Designated
Securities are issued and delivered pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Securities and, in the
case of any Contract Securities, pursuant to Delayed Delivery Contracts (as
defined in Section 3 hereof) with respect to such Contract Securities, such
Designated Securities will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture, which will
be substantially in the form filed as an exhibit to the Registration
Statement; the Indenture has been duly authorized by the Company and, at
the Time of Delivery for such Designated Securities (as defined in Section
4 hereof), the Indenture will be duly qualified under the Trust Indenture
Act and will constitute a valid and legally binding instrument of the
Company, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and the Indenture conforms and the Designated
Securities will conform, to the descriptions thereof contained in the
Prospectus as amended or supplemented with respect to such Designated
Securities;
(h) In the event any of the Securities is purchased pursuant to Delayed
Delivery Contracts, each of such Delayed Delivery Contracts has been duly
authorized by the Company and, when executed and delivered by the Company
and assuming such Contract has been duly authorized, executed and delivered
by the purchaser named therein, will constitute a valid and legally binding
agreement of the Company enforceable in accordance with its terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; and any Delayed Delivery Contracts will conform
to the description thereof in the Prospectus as amended or supplemented
with respect to such Securities;
3
<PAGE>
(i) The issue and sale of the Securities and the compliance by the
Company with all of the provisions of the Securities, the Indenture, each
of the Delayed Delivery Contracts, if any, this Agreement and any Pricing
Agreement, and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company is a party or by which the Company is bound
or to which any of the property or assets of the Company is subject, nor
will such action result in any violation of the provisions of the
Certificate of Incorporation, as amended, or the By-Laws of the Company or
any statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Securities or the consummation by
the Company of the other transactions contemplated by this Agreement or any
Pricing Agreement or the Indenture or any Delayed Delivery Contract, except
such as have been, or will have been prior to the Time of Delivery,
obtained under the Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Securities by the Underwriters; and
(j) Other than as set forth or contemplated in the Prospectus, there are
no legal or governmental proceedings pending to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is subject which, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate
have a material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.
3. Upon the execution of the Pricing Agreement applicable to any Designated
Securities and authorization by the Representatives of the release of the
Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in
the Prospectus as amended or supplemented.
The Company may specify in Schedule II to the Pricing Agreement applicable
to any Designated Securities that the Underwriters are authorized to solicit
offers to purchase Designated Securities from the Company pursuant to delayed
delivery contracts (herein called "Delayed Delivery Contracts"), substantially
in the form of Annex III attached hereto but with such changes therein as the
Representatives and the Company may authorize or approve. If so specified, the
Underwriters will endeavor to make such arrangements, and as compensation
therefor the Company will pay to the Representatives, for the accounts of the
Underwriters, at the Time of Delivery (as defined in Section 4 hereof), such
commission, if any, as may be set forth in such Pricing Agreement. Delayed
Delivery Contracts, if any, are to be with investors of the types described in
the Prospectus as amended or supplemented and subject to other conditions
therein set forth. The Underwriters will not have any responsibility in
respect of the validity or performance of any Delayed Delivery Contracts.
The principal amount of Contract Securities to be deducted from the
principal amount of Designated Securities to be purchased by each Underwriter
as set forth in Schedule I to the Pricing Agreement applicable to such
Designated Securities shall be, in each case, the principal amount of Contract
Securities which the Company has been advised by the Representatives have been
attributed to such Underwriter, provided that, if the Company has not been so
advised, the amount of Contract Securities to be so deducted shall be, in each
case, that proportion of Contract Securities which the principal amount of
Designated Securities to be purchased by such Underwriter under such Pricing
Agreement bears to the total principal amount of the Designated Securities
(rounded as the Representatives may determine). The total principal amount of
Underwriters' Securities to be purchased by all the Underwriters pursuant to
such Pricing Agreement shall be the total principal amount of Designated
Securities set forth in Schedule I to such Pricing Agreement less the
principal amount of the Contract Securities. The Company will deliver to the
Representatives not later than 3:30 p.m., New York City time, on
4
<PAGE>
the third business day preceding the Time of Delivery specified in the
applicable Pricing Agreement (or such other time and date as the
Representatives and the Company may agree upon in writing) a written notice
setting forth the principal amount of Contract Securities.
4. Underwriters' Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to
the Representatives for the account of such Underwriter, against payment by
such Underwriter or on its behalf of the purchase price therefor by certified
or official bank check or checks, payable to the order of the Company in the
funds specified in such Pricing Agreement, all in the manner and at the place
and time and date specified in such Pricing Agreement or at such other place
and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery" for
such Securities.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts
of the Underwriters a check payable to the order of the party designated in
the Pricing Agreement relating to such Securities in the amount of any
compensation payable by the Company to the Underwriters in respect of any
Delayed Delivery Contracts as provided in Section 3 hereof and in the Pricing
Agreement relating to such Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended or supplemented in relation to
the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act within the applicable time period prescribed for such filing by the
rules and regulations under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Securities and prior to the Time of Delivery for such Securities which
shall be disapproved by the Representatives for such Securities promptly
after reasonable notice thereof; to advise the Representatives promptly of
any such amendment or supplement after such Time of Delivery and furnish
the Representatives with copies thereof; to file promptly all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act for so long as the delivery of a prospectus is required
in connection with the offering or sale of such Securities, and during such
same period to advise the Representatives, promptly after it receives
notice thereof, of the time when any amendment to the Registration
Statement has been filed or has become effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the Commission, of
the issuance by the Commission of any stop order or of any order preventing
or suspending the use of any prospectus relating to the Securities, of the
suspension of the qualification of such Securities for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of
any such order preventing or suspending the use of any prospectus relating
to the Securities or suspending any such qualification, to use promptly its
best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Securities for offering and sale
under the securities laws of such jurisdictions as the Representatives may
request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of such Securities, provided that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in
any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as amended
or supplemented in such quantities as the Representatives may from time to
time reasonably request, and, if the delivery of a
5
<PAGE>
prospectus is required at any time in connection with the offering or sale
of the Securities and if at such time any event shall have occurred as a
result of which the Prospectus as then amended or supplemented would
include an 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 when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or
to file under the Exchange Act any document incorporated by reference in
the Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and upon their request
to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and the
rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158); and
(e) During the period beginning on the date of the Pricing Agreement for
such Designated Securities and continuing to and including the earlier of
(i) the termination of trading restrictions for such Designated Securities,
as notified to the Company by the Representatives, and (ii) the Time of
Delivery for such Designated Securities, not to offer, sell, contract to
sell or otherwise dispose of any debt securities of the Company which
mature more than one year after such Time of Delivery and which are
substantially similar to such Designated Securities, without the prior
written consent of the Representatives.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or
producing any Agreement among Underwriters, this Agreement, any Pricing
Agreement, the Indenture, any Delayed Delivery Contracts, any Blue Sky and
Legal Investment Memoranda and any other documents in connection with the
offering, purchase, sale and delivery of the Securities; (iii) all expenses in
connection with the qualification of the Securities for offering and sale
under securities laws of such jurisdictions as the Representatives may request
as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky and legal investment surveys; (iv) any fees
charged by securities rating services for rating the Securities; (v) any
filing fees incident to any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities; (vii) the fees and expenses of any Trustee
and any agent of any Trustee and the fees and disbursements of counsel for any
Trustee in connection with the Indenture and the Securities; and (viii) all
other costs and expenses incident to the performance of its obligations
hereunder and under any Delayed Delivery Contracts which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
of their counsel, transfer taxes on resale of any of the Securities by them,
and any advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and
the following additional conditions:
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(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5 (a) hereof; no stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been issued and
no proceeding for that purpose shall have been initiated or threatened by
the Commission; and all requests for additional information on the part of
the Commission shall have been complied with to the Representatives'
reasonable satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters, or such other
counsel for the Underwriters as may be specified in the Prospectus, shall
have furnished to the Representatives such opinion or opinions, dated the
Time of Delivery for such Designated Securities, with respect to the
incorporation of the Company, the validity of the Indenture, the Designated
Securities, the Delayed Delivery Contracts, if any, the Registration
Statement, the Prospectus as amended or supplemented and other related
matters as the Representatives may reasonably request, and such counsel
shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;
(c) David E. Moran, Esq., Vice President/Law and Deputy General Counsel
for the Company, or such other counsel for the Company as may be specified
in the Prospectus, shall have furnished to the Representatives a written
opinion, dated the Time of Delivery for such Designated Securities, in form
and substance satisfactory to the Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware,
with power and authority (corporate and other) to own its properties
and conduct its business as described in the Prospectus as amended or
supplemented;
(ii) The Company has an authorized capitalization as set forth in
documents incorporated by reference in the Prospectus as amended or
supplemented and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable;
(iii) To the best of such counsel's knowledge and other than as set
forth or contemplated in the Prospectus, there are no legal or
governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is the subject which, if determined adversely to
the Company or any of its subsidiaries, would individually or in the
aggregate have a material adverse effect on the consolidated financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries; and, to the best of such counsel's knowledge, no
such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(iv) This Agreement and the Pricing Agreement with respect to the
Designated Securities have been duly authorized, executed and delivered
by the Company;
(v) In the event any of the Designated Securities is to be purchased
pursuant to Delayed Delivery Contracts, each of such Delayed Delivery
Contracts has been duly authorized, executed and delivered by the
Company and, assuming such Contract has been duly authorized, executed
and delivered by the purchaser named therein, constitutes a valid and
legally binding agreement of the Company enforceable in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and any
Delayed Delivery Contracts conform to the description thereof in the
Prospectus as amended or supplemented;
(vi) The Designated Securities have been duly authorized; the
Underwriters' Securities have been duly executed, authenticated, issued
and delivered and constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture; the
Contract Securities, if any, when
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<PAGE>
executed, authenticated, issued and delivered pursuant to the Indenture
and Delayed Delivery Contracts, if any, will constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture; and the Designated Securities and the
Indenture conform to the descriptions thereof in the Prospectus as
amended or supplemented;
(vii) The Indenture has been duly authorized, executed and delivered
by the Company and, assuming the due authorization, execution and
delivery thereof by the Trustee, constitutes a valid and legally
binding instrument of the Company, enforceable in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture Act;
(viii) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture, each of the Delayed Delivery Contracts, if
any, this Agreement and the Pricing Agreement with respect to the
Designated Securities and the consummation of the transactions herein
and therein contemplated will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument known to such counsel to which the
Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject, nor will such action
result in any violation of the provisions of the Certificate of
Incorporation, as amended, or the By-Laws of the Company or any statute
or any order, rule or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the Company or any
of its properties;
(ix) No consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body
is required for the issue and sale of the Designated Securities or the
consummation by the Company of the other transactions contemplated by
this Agreement or such Pricing Agreement or the Indenture or any of
such Delayed Delivery Contracts, except such as have been obtained
under the Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase
and distribution of the Designated Securities by the Underwriters;
(x) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and
related schedules therein as to which such counsel need express no
opinion), when they became effective or were filed with the Commission,
as the case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and he has no
reason to believe that any of such documents, when they became
effective or were so filed, as the case may be, contained, in the case
of a registration statement which became effective under the Act, 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, in the case of other documents which were
filed under the Act or the Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such documents were so
filed, not misleading; and
(xi) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the Designated Securities
(other than the financial statements and related schedules therein, as
to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act and the Trust
Indenture Act and the rules and regulations thereunder; he has no
reason to believe that, as of its effective date, the Registration
Statement or any further amendment or supplement thereto made by the
Company prior to the Time of Delivery (other than the financial
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<PAGE>
statements and related schedules therein, as to which such counsel need
express no opinion) 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, as of
its date, the Prospectus as amended or supplemented or any further
amendment or supplement thereto made by the Company prior to the Time
of Delivery (other than the financial statements and related schedules
therein, as to which such counsel need express no opinion) contained an
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that, as of
the Time of Delivery, either the Registration Statement or the
Prospectus as amended or supplemented or any further amendment or
supplement thereto made by the Company prior to the Time of Delivery
(other than the financial statements and related schedules therein, as
to which such counsel need express no opinion) contains an 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; and he does
not know of any amendment to the Registration Statement required to be
filed or any contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required to be
incorporated by reference into the Prospectus as amended or
supplemented or required to be described in the Registration Statement
or the Prospectus as amended or supplemented which are not filed or
incorporated by reference or described as required;
(d) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, the independent
accountants of the Company who have certified the financial statements of
the Company and its subsidiaries included or incorporated by reference in
the Registration Statement shall have furnished to the Representatives a
letter, dated the effective date of the Registration Statement or the date
of the most recent report filed with the Commission containing financial
statements and incorporated by reference in the Registration Statement, if
the date of such report is later than such effective date, and a letter
dated such Time of Delivery, respectively, to the effect set forth in Annex
II hereto, and with respect to such letter dated such Time of Delivery, as
to such other matters as the Representatives may reasonably request and in
form and substance satisfactory to the Representatives;
(e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus as amended or
supplemented, and (ii) since the respective dates as of which information
is given in the Prospectus as amended or supplemented there shall not have
been any change in the capital stock or long-term debt of the Company or
any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management,
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries, otherwise than as set forth or contemplated
in the Prospectus as amended or supplemented, the effect of which, in any
such case described in Clause (i) or (ii), is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Securities on the terms and in the manner contemplated by the
Prospectus as amended or supplemented;
(f) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded the Company's debt securities by any "nationally recognized
statistical rating organization," as that term is defined by the Commission
for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization
shall have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of any of the Company's
debt securities;
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
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<PAGE>
on the New York Stock Exchange; (ii) a general moratorium on commercial
banking activities in New York declared by either Federal or New York State
authorities; or (iii) any outbreak or escalation of hostilities or other
calamity or crisis, if the effect of any such event specified in this
Clause (iii) in the judgment of the Representatives makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the
Underwriters' Securities on the terms and in the manner contemplated by the
Prospectus as amended or supplemented; and
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Securities
certificates of officers of the Company satisfactory to the Representatives
as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the
Company of all of its obligations hereunder to be performed at or prior to
such Time of Delivery, as to the matters set forth in subsections (a) and
(e) of this Section, and as to such other matters as the Representatives
may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended
or supplemented or any other prospectus relating to the Securities, or any
amendment 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
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that
the Company shall 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 an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by any Underwriter of Designated Securities through
the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained
in any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the Securities, or any amendment 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, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus
as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may
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<PAGE>
have to any indemnified party otherwise than under such subsection. In case
any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters of the Designated
Securities on the other from the offering of the Designated Securities to
which such loss, claim, damage or liability (or action in respect thereof)
relates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand and the
Underwriters of the Designated Securities on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the
one hand or such Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the applicable Designated Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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. The obligations of the Underwriters of
Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations with respect to such
Securities and not joint.
(e) The obligations of the Company under this Section 8 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
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9. (a) If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase under the Pricing
Agreement relating to such Securities, the Representatives may in their
discretion arrange for themselves or another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If
within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Underwriters'
Securities, then the Company shall be entitled to a further period of thirty-
six hours within which to procure another party or other parties satisfactory
to the Representatives to purchase such Underwriters' Securities on such
terms. In the event that, within the respective prescribed period, the
Representatives notify the Company that they have so arranged for the purchase
of such Underwriters' Securities, or the Company notifies the Representatives
that it has so arranged for the purchase of such Underwriters' Securities, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Underwriters' Securities for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus as amended or supplemented, or in any
other documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus
which in the opinion of the Representatives may thereby be made necessary. The
term "Underwriter" as used in this Agreement and the Pricing Agreement with
respect to such Designated Securities shall include any person substituted
under this Section with like effect as if such person had originally been a
party to such Pricing Agreement.
(b) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Underwriters' Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of
Underwriters' Securities which such Underwriter agreed to purchase under the
Pricing Agreement relating to such Designated Securities and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata share (based
on the principal amount of Designated Securities which such Underwriter agreed
to purchase under such Pricing Agreement) of the Underwriters' Securities of
such defaulting Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Underwriters' Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Underwriters' Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Securities, as referred to in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Underwriters' Securities of a
defaulting Underwriter or Underwriters, then the Pricing Agreement relating to
such Designated Securities shall thereupon terminate, without liability on the
part of any non-defaulting Underwriter or the Company, except for the expenses
to be borne by the Company and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8 hereof; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Underwriters' Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the Underwriters
through the Representatives for all out-of-pocket expenses approved in writing
by the
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Representatives, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of such Designated Securities, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and
the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or given by
such Representatives jointly or by such of the Representatives, if any, as may
be designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing and if to the Underwriters shall be delivered or sent by mail, telex
or facsimile transmission to the address of the Representatives as set forth
in the Pricing Agreement; and if to the Company shall be sufficient in all
respects if delivered or sent by mail, telex or facsimile transmission to the
address of the Company set forth in the Registration Statement, Attention:
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters'
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by the Representatives upon request. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns,
and no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used herein,
"business day" shall mean any day when the Commission's office in Washington,
D.C. is open for business.
15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
13
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return three counterparts hereof.
Very truly yours,
Dow Jones & Company, Inc.
By:
...................................
Name:
Title:
Accepted as of the date hereof:
Chemical Securities Inc.
By: ...............................
Name:
Title:
14
<PAGE>
ANNEX I
PRICING AGREEMENT
Chemical Securities Inc.
As Representative of the several Underwriters named in Schedule I hereto,
270 Park Avenue New York, New York 10017.
............., 19 . . . .
Dear Sirs:
Dow Jones & Company, Inc. (the "Company") proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated , 19
(the "Underwriting Agreement"), between the Company on the one hand and
Chemical Securities Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the
same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that
each representation and warranty which refers to the Prospectus in Section 2
of the Underwriting Agreement shall be deemed to be a representation and
warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of
this Pricing Agreement. Each reference to the Representative herein and in the
provisions of the Underwriting Agreement so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representative
designated to act on behalf of the Representative and on behalf of each of the
Underwriters of the Designated Securities pursuant to Section 12 of the
Underwriting Agreement and the address of the Representative referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto, less the principal amount of Designated
Securities covered by Delayed Delivery Contracts, if any, as may be specified
in such Schedule II.
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us ten counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Company for examination, upon request, but
without warranty on the part of the Representative as to the authority of the
signers thereof.
Very truly yours,
Dow Jones & Company, Inc.
By: .................................
Name:
Title:
Accepted as of the date hereof:
Chemical Securities Inc.
By:....................................
Name:
Title:
On behalf of each of the Underwriters
2
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
DESIGNATED SECURITIES
UNDERWRITER TO BE PURCHASED
----------- ---------------------
<S> <C>
Chemical Securities Inc................................... $
[Names of other Underwriters].............................
----------
Total................................................. $
----------
----------
</TABLE>
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ % ] [Floating Rate ] [Zero Coupon] [Notes] [Debentures] due
AGGREGATE PRINCIPAL AMOUNT:
$
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any, from
to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any, from
to ]
FORM OF DESIGNATED SECURITIES:
[Definitive form to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of [The
Depository Trust Company or its designated custodian] [the
Representatives]]
[Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.]
[Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian for trading in the Same Day Funds Settlement System of DTC, and
to be made available for checking by the Representatives at least twenty-
four hours prior to the Time of Delivery at the office of DTC.]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[[New York] Clearing House funds] [Federal (same day) Funds]
INDENTURE:
Indenture, dated as of October 1, 1985, as supplemented by the First
Supplemental Indenture, dated as of November 15, 1989, each between the
Company and Morgan Guaranty Trust Company of New York, as Trustee, as
supplemented by the Second Supplemental Indenture, dated as of December 1,
1995, between the Company and First Trust of New York, National
Association, as successor Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon][See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates]
<PAGE>
REDEMPTION PROVISIONS:
[No provisions for redemption]
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
amount of [$ ] or an integral multiple thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount)]. If [redeemed on or
before , %, and if] redeemed during the 12-month period
beginning , , and thereafter at 100% of their principal
amount, together in each case with accrued interest to the redemption
date.]
[on any interest payment date falling on or after , , at
the election of the Company, at a redemption price equal to the
principal amount thereof, plus accrued interest to the date of
redemption.]
YEAR REDEMPTION PRICE
---- ----------------
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund
to retire [$ ] principal amount of Designated Securities on in each of
the years through at 100% of their principal amount plus accrued
interest] [, together with [cumulative] [non-cumulative] redemptions at
the option of the Company to retire an additional [$ ] principal
amount of Designated Securities in the years through at 100% of
their principal amount plus accrued interest.]
[If Securities are extendible debt Securities, insert--
EXTENDIBLE PROVISIONS:
Securities are repayable on , [insert date and years], at the
option of the holder, at their principal amount with accrued interest.
Initial annual interest rate will be %, and thereafter annual interest
rate will be adjusted on , and to a rate not less than
% of the effective annual interest rate on U.S. Treasury obligations
with -year maturities as of the [insert date 15 days prior to maturity
date] prior to such [insert maturity date].]
[If Securities are floating rate Debt Securities, insert--
<PAGE>
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through [and thereafter will
be adjusted [monthly] [on each , , and ] [to an
annual rate of % above the average rate for year [month] [securities]
[certificates of deposit] issued by and [insert names of
banks].] [and the annual interest rate [thereafter] [from through
] will be the interest yield equivalent of the weekly average per
annum market discount rate for -month Treasury bills plus % of Interest
Differential (the excess, if any, of (i) then current weekly average per
annum secondary market yield for -month certificates of deposit over (ii)
then current interest yield equivalent of the weekly average per annum
market discount rate for -month Treasury bills); [from and
thereafter the rate will be the then current interest yield equivalent plus
% of Interest Differential] .]
DEFEASANCE PROVISIONS:
OTHER TERMS:
TIME OF DELIVERY:
[Time and date], 19 . . .
CLOSING LOCATION:
[Sullivan & Cromwell, 125 Broad Street, New York, New York 10004]
DELAYED DELIVERY:
[None] [Underwriters' commission shall be % of the principal amount of
Designated Securities for which Delayed Delivery Contracts have been
entered into. Such commission shall be payable to the order of .]
NAMES AND ADDRESSES OF REPRESENTATIVE:
Designated Representative:
[Chemical Securities Inc.]
Address for Notices, etc.:
[Chemical Securities Inc.
270 Park Avenue
New York, New York 10017
Attention: ]
<PAGE>
ANNEX II
Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to the
Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the consolidated financial statements of the
Company and its subsidiaries and any supplementary consolidated financial
information and financial statement schedules audited (and, if applicable,
prospective financial statements and/or pro forma financial information
examined) by them and included or incorporated by reference in the
Registration Statement or the Prospectus comply as to form in all material
respects with the applicable accounting requirements of the Act or the
Exchange Act, as applicable, and the related published rules and
regulations thereunder; and, if applicable, they have made a review in
accordance with standards established by the American Institute of
Certified Public Accountants of the consolidated interim financial
statements, selected financial data, pro forma financial information,
prospective financial statements and/or condensed financial statements
derived from audited financial statements of the Company for the periods
specified in such letter, as indicated in their reports thereon, copies of
which have been furnished to the Representatives;
(iii) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the five most recent fiscal years included in the Prospectus and
included or incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year agrees with the
corresponding amounts (after restatement where applicable) in the audited
consolidated financial statements for such five fiscal years which were
included or incorporated by reference in the Company's Annual Reports on
Form 10-K for such fiscal years;
(iv) On the basis of limited procedures, not constituting an audit in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited consolidated financial statements and other
information referred to below, a reading of the latest available interim
consolidated financial statements of the Company and its subsidiaries,
reading of the minutes of the Company and its subsidiaries since the date
of the latest audited consolidated financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of the
Company and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:
(A) the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
of the Company included or incorporated by reference in any of the
Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-
K incorporated by reference in the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and Form 8-K, as the case
may be, and the related published rules and regulations thereunder or
are not in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited
consolidated statements of income, consolidated balance sheets and
consolidated statements of cash flows included or incorporated by
reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(B) any other unaudited income statement data and balance sheet items
included in the Prospectus do not agree with the corresponding items in
the unaudited consolidated financial statements from which such data
and items were derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis for the
corresponding amounts in the audited consolidated financial statements
included or incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;
1
<PAGE>
(C) any unaudited consolidated financial statements which were not
included in the Prospectus but from which were derived the unaudited
condensed consolidated financial statements referred to in Clause (A)
and any unaudited income statement data and balance sheet items
included in the Prospectus and referred to in Clause (B) were not
determined on a basis substantially consistent with the basis for the
audited consolidated financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the most
recent fiscal year;
(D) any unaudited pro forma condensed consolidated financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those
financial statements;
(E) as of a specified date not more than five days prior to the date
of such letter, there have been any changes in the consolidated capital
stock (other than issuances of capital stock upon exercise of options
and stock appreciation rights, upon earn-outs of performance shares and
upon conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included or
incorporated by reference in the Prospectus) or any increase in the
consolidated long-term debt of the Company and its subsidiaries, or any
decreases in consolidated net current assets, excluding unexpired
subscriptions, or net assets, in each case as compared with amounts
shown in the latest consolidated balance sheet included or incorporated
by reference in the Prospectus, except in each case for changes,
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(F) for the period from the date of the latest financial statements
included or incorporated by reference in the Prospectus to the
specified date referred to in Clause (E) there were any decreases in
consolidated total revenues or operating income or the total or per
share amounts of consolidated net income, in each case as compared with
the comparable period of the preceding year and with any other period
of corresponding length specified by the Representatives, except in
each case for decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(v) In addition to the audit referred to in their report(s) included or
incorporated by reference in the Prospectus and the limited procedures,
reading of minutes, inquiries and other procedures referred to in
paragraphs (iii) and (iv) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally accepted
auditing standards, with respect to certain amounts, percentages and
financial information specified by the Representatives which are derived
from the general accounting records of the Company and its subsidiaries,
which appear in the Prospectus (excluding documents incorporated by
reference), or in Part II of, or in exhibits and schedules to, the
Registration Statement specified by the Representatives or in documents
incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts, percentages and
financial information with the accounting records of the Company and its
subsidiaries and have found them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein)
as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for
such Designated Securities.
2
<PAGE>
ANNEX III
DELAYED DELIVERY CONTRACT
. . . . . . . . . . . . . , 19 . .
Dow Jones & Company, Inc.
c/o Chemical Securities Inc.
270 Park Avenue
New York, New York 10017.
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Dow Jones & Company, Inc.
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned,
$.........................................
principal amount of the Company's [Title of Designated Securities]
(hereinafter called the "Designated Securities"), offered by the Company's
Prospectus dated . . . . . . . . . . . . . . . . . . . . . . . . , 19 . . , as
amended or supplemented, receipt of a copy of which is hereby acknowledged, at
a purchase price of % of the principal amount thereof [, plus accrued
interest from the date from which interest accrues as set forth below,] [and
accrued amortization, if any, from [ . . . . . . . . . . . . . . . . . . . . ]
[the date from which interest accrues as set forth below]] and on the further
terms and conditions set forth in this contract.
The undersigned will purchase the Designated Securities from the Company on
. . . . . . . . . . . . . . . . . . . . . . . . , 19 . . . (the "Delivery
Date") and interest on the Designated Securities so purchased will accrue from
. . . . . . . . . . . . . . . ., 19 . . .
[The undersigned will purchase the Designated Securities from the Company on
the delivery date or dates and in the principal amount or amounts set forth
below:
<TABLE>
<CAPTION>
PRINCIPAL DATE FROM WHICH
DELIVERY DATE AMOUNT INTEREST ACCRUES
------------- --------- ----------------
<S> <C> <C>
, 19 $ , 19
, 19 $ , 19
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder
is hereinafter referred to as a "Delivery Date".]
Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in . . . . . . . . . . . . . . . . .
. . . Clearing House funds at the office of . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . , or by wire transfer to a bank
account specified by the Company, on [the] [such] Delivery Date upon delivery
to the undersigned of the Designated Securities then to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered in such names as the undersigned may designate by written, telex or
facsimile communication addressed to the Company not less than five full
business days prior to [the] [such] Delivery Date.
<PAGE>
The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
condition that the purchase of Designated Securities to be made by the
undersigned shall not on [the] [such] Delivery Date be prohibited under the
laws of the jurisdiction to which the undersigned is subject. The obligation
of the undersigned to take delivery of and make payment for Designated
Securities shall not be affected by the failure of any purchaser to take
delivery of and make payment for Designated Securities pursuant to other
contracts similar to this contract.
[The undersigned understands that underwriters (the "Underwriters") are also
purchasing Designated Securities from the Company, but that the obligations of
the undersigned hereunder are not contingent on such purchases. Promptly after
completion of the 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 undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Designated
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
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.
This contract may be executed by either of the parties hereto in any number
of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and
that, without limiting the foregoing, acceptances of such contracts need not
be on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested 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 when such counterpart is so mailed or delivered by
the Company.
Yours very truly,
.......................................
(Name of Purchaser)
By ....................................
(Signature)
.......................................
(Name and Title)
.......................................
(Address)
Accepted,...................... 19.....
Dow Jones & Company, Inc.
By ....................................
(Title)
2
<PAGE>
EXHIBIT 4(C)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DOW JONES & COMPANY, INC.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
as Trustee
----------------
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 1, 1995
TO THE INDENTURE
DATED AS OF OCTOBER 1, 1985
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of December 1, 1995, between DOW
JONES & COMPANY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the "Company"), having its principal office at
200 Liberty Street, World Financial Center, New York, New York 10281, and
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, a national banking association
existing under the laws of the United States, as Trustee under the Indenture
referred to below (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (the "Predecessor Trustee") an Indenture,
dated as of October 1, 1985, between the Company and the Predecessor Trustee,
as supplemented by the First Supplemental Indenture, dated as of November 15,
1989, between the Company and the Predecessor Trustee (collectively, the
"Indenture"), pursuant to which one or more series of unsecured debentures,
notes or other evidences of indebtedness of the Company (herein and therein
called the "Securities") may be issued from time to time; all capitalized
terms used and not defined herein shall have the respective meanings assigned
to them in the Indenture;
WHEREAS, the Trustee is the successor to the Predecessor Trustee under the
Indenture;
WHEREAS, Section 901(9) of the Indenture provides that without the consent
of any Holders, the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an indenture
supplemental to the Indenture to cure any ambiguity, to correct or supplement
any provision therein which may be inconsistent with any other provision
therein, or to make any other provisions with respect to matters or questions
arising under the Indenture, provided such action shall not adversely affect
the interests of the Holders of Securities of any series in any material
respect;
WHEREAS, the Company, pursuant to the foregoing authority, proposes in and
by this Second Supplemental Indenture to amend the Indenture in certain
respects with respect to the Securities of any series created on or after the
date hereof; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities or of series
thereof, with respect to Securities of any series issued after the date hereof
as follows:
SECTION 1.1. Section 101 of the Indenture is amended to include therein the
following definitions:
"Depositary' means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing
agency registered under the Securities Exchange Act of 1934, as amended,
that is designated to act as Depositary for such Securities as contemplated
by Section 301."
and
" "Global Security' means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or
such legend as may be specified as contemplated by Section 301 for such
Securities)."
SECTION 2.1. Section 104 of the Indenture is amended by deleting existing
clause (d) thereof and adding new clauses (d) through (h) at the end thereof,
to read in their entirety as follows:
"(d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.
<PAGE>
(e) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to
be given, made or taken by Holders of Securities of such series, provided
that the Company may not set a record date for, and the provisions of this
paragraph shall not apply with respect to, the giving or making of any
notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record
date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided
that no such action shall be effective hereunder unless taken on or prior
to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be
cancelled and of no effect), and nothing in this paragraph shall be
construed to render ineffective any action taken by Holders of the
requisite principal amount of Outstanding Securities of the relevant series
on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.
(f) The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 502, (iii) any request
to institute proceedings referred to in Section 507(2) or (iv) any
direction referred to in Section 512, in each case with respect to
Securities of such series. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of such series on such
record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such action shall
be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Trustee from setting a new record date
for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no
effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount
of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph,
the Trustee, at the Company's expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to
be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.
(g) With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to
any earlier or later day; provided that no such change shall be effective
unless notice of the proposed new Expiration Date is given to the other
party hereto in writing, and to each Holder of Securities of the relevant
series in the manner set forth in Section 106, on or prior to the existing
Expiration Date. If an Expiration Date is not designated with respect to
any record date set pursuant to this Section, the party hereto which set
such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the
180th day after the applicable record date.
(h) Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such
2
<PAGE>
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such
principal amount."
SECTION 3.1. Section 204 of the Indenture is renumbered Section 205 and a
new Section 204 is hereby added, to read in its entirety as follows:
"SECTION 204. Form of Legend for Global Securities.
Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and
delivered hereunder shall bear a legend in substantially the following
form:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE."
SECTION 4.1. Section 301 of the Indenture is hereby amended by renumbering
former clauses (12) through (15) as (13) through (16), and a new clause (12)
is added, to read in its entirety as follows:
"(12) if applicable, that any Securities of the series shall be issuable
in whole or in part in the form of one or more Global Securities and, in
such case, the respective Depositaries for such Global Securities, the form
of any legend or legends which shall be borne by any such Global Security
in addition to or in lieu of that set forth in Section 204 and any
circumstances in addition to or in lieu of those set forth in Clause (2) of
the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer
of such Global Security in whole or in part may be registered, in the name
or names of Persons other than the Depositary for such Global Security or a
nominee thereof;"
SECTION 5.1. Section 305 of the Indenture is amended by adding the following
paragraph to the end thereof:
"The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:
(1) Each Global Security authenticated under this Indenture shall be
registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.
(2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered,
in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (i) has notified
the Company that it is unwilling or unable to continue as Depositary for
such Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act, (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security or (C) there shall
exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by
Section 301.
(3) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued
in exchange for a Global Security or any portion thereof shall be
registered in such names as the Depositary for such Global Security shall
direct.
(4) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
1107 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security,
3
<PAGE>
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof."
SECTION 6.1. All the provisions of this Second Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented and amended by this Second Supplemental Indenture,
shall be read, taken and construed as one and the same instrument.
SECTION 6.2. The provisions and benefit of this Second Supplemental
Indenture shall not be effective with respect to Securities Outstanding prior
to the execution hereof.
SECTION 6.3. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 6.4. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Second
Supplemental Indenture by any of the provisions of the Trust Indenture Act,
such required provision shall control.
SECTION 6.5. All covenants and agreements in this Second Supplemental
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.
SECTION 6.6. In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 6.7. Nothing in this Second Supplemental Indenture, express or
implied, shall give to any person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Second Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date first above written.
DOW JONES & COMPANY, INC.
By: /s/ Kenneth L. Burenga
-------------------------------
Title: President
[CORPORATE SEAL]
Attest:
/s/ David E. Moran
- -------------------------------
Title: Assistant Secretary
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ David Leverich
-------------------------------
Title: Vice President
[CORPORATE SEAL]
Attest:
/s/ Alfia Monastra
- -------------------------------
Title: Assistant Secretary
4
<PAGE>
STATE OF NEW YORK
ss:
COUNTY OF NEW YORK
On the 5th day of December, 1995, before me personally came Kenneth L.
Burenga, to me known, who, being by me duly sworn, did dispose and say that he
is President of Dow Jones & Company, Inc., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Anne Ruggiero
-------------------------------------
NOTARY PUBLIC
STATE OF NEW YORK
ss.:
COUNTY OF NEW YORK)
On the 5th day of December, 1995, before me personally came David Leverich,
me known, who, being by me duly sworn, did dispose and say that he is a Vice
President of First Trust of New York, National Association, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
/s/ Christine M. Bastone
-------------------------------------
NOTARY PUBLIC
5
<PAGE>
EXHIBIT 5
March 29, 1996
Dow Jones & Company, Inc.
200 Liberty Street
New York, NY 10281
Dear Sirs:
I have acted as counsel for Dow Jones & Company, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration,
under the Securities Act of 1933, as amended (the "Act"), and the issuance by
the Company of up to $300,000,000 aggregate initial offering price of its
debentures, notes or other unsecured evidences of indebtedness (the "Debt
Securities"). In this capacity, I have examined the Company's Registration
Statement on Form S-3 as filed with the Securities and Exchange Commission on
March 29, 1996 (the "Registration Statement"); the Prospectus, subject to
completion, dated March 29, 1996, included therein (the "Prospectus"); the
Indenture, dated as of October 1, 1985, and the First Supplemental Indenture,
dated as of November 15, 1989, each 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, each filed as an exhibit to the
Registration Statement (together, the "Indenture"), under which the Debt
Securities are to be issued; and such corporate records, certificates and
other documents and such matters of law as I have considered necessary or
appropriate for the purposes of this opinion.
Based upon such examination, it is my opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct
its business as described in the Registration Statement.
2. The issuance of the Debt Securities has been duly authorized by the
Board of Directors of the Company and, when the Registration Statement has
become effective under the Act, the terms of the Debt Securities and of
their issuance and sale have been duly established in conformity with the
Indenture so as not to violate any applicable law or agreement or
instrument then binding on the Company, and the Debt Securities have been
duly executed and authenticated in accordance with such Indenture and
issued and sold as contemplated in the Registration Statement, the Debt
Securities will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights.
I hereby consent to the use and filing of this opinion as an exhibit to the
Registration Statement and to the reference made to me under the caption
"Validity of Debt Securities" in the Prospectus. This consent does not concede
that I am an expert for purposes of the Act.
Very truly yours,
/s/ David E. Moran
<PAGE>
EXHIBIT 12
DOW JONES & COMPANY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net income.................... $189,572 $178,173 $147,547 $107,586 $ 72,189
Add (deduct):
Income Taxes................ 139,878 157,632 138,693 115,946 87,197
Cumulative effect of
accounting changes......... 3,007 10,805
Minority interest in losses
of subsidiaries............ (6,550) (787)
Distribution of earnings
from associated companies.. 10,154 1,328 4,762 233 5,872
Equity in (earnings) losses
of associated companies.... (14,193) 5,434 (72) 4,190 (3,863)
-------- -------- -------- -------- --------
Earnings before income
taxes, adjusted for equity
investments................ 318,861 344,787 290,930 238,760 161,395
-------- -------- -------- -------- --------
Fixed charges:
Interest expense............ 18,345 16,858 22,555 30,355 41,166
Portion of rent representing
the interest factor........ 33,114 30,095 27,951 27,461 26,870
-------- -------- -------- -------- --------
Total fixed charges......... 51,459 46,953 50,506 57,816 68,036
-------- -------- -------- -------- --------
Earnings before income taxes
and fixed charges, adjusted
for equity investments..... $370,320 $391,740 $341,436 $296,576 $229,431
======== ======== ======== ======== ========
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.
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-3 (for
$300,000,000 of debt securities) 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
March 29, 1996
<PAGE>
EXHIBIT 25
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)
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
13-3781471
(I. R. S. EMPLOYER IDENTIFICATION NO.)
100 WALL STREET, NEW YORK, NY 10005
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
FOR INFORMATION, CONTACT:
DENNIS J. CALABRESE, PRESIDENT
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
100 WALL STREET, 16TH FLOOR
NEW YORK, NY 10005
TELEPHONE: (212) 361-2506
----------------
DOW JONES & COMPANY, INC.
(EXACT NAME OF OBLIGOR 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 10281
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
DEBT 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.
<TABLE>
<CAPTION>
NAME ADDRESS
---- ----------------
<S> <C>
Comptroller of the Currency Washington, D.C.
</TABLE>
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS.
Exhibit 1. Articles of Association of First Trust of New York,
National Association, incorporated herein by reference to
Exhibit 1 of Form T-1, Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business for First
Trust of New York, National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,
Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise corporate trust
powers for First Trust of New York, National Association,
incorporated herein by reference to Exhibit 3 of Form T-
1, Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York, National Association,
Incorporated herein by reference to Exhibit 4 of Form T-
1, Registration No. 33-55851.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York, National Association,
required by Section 321(b) of the Act, incorporated
herein by reference to Exhibit 6 of Form T-1,
Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of New York, National
Association, as of the close of business on December 31,
1995, published pursuant to law or the requirements of
its supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, First Trust of New York, National Association, a national banking
association organized and existing under the laws of the United States, 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 25th day of March, 1996.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
/s/ David K. Leverich
By:__________________________________
David K. Leverich
Vice President
<PAGE>
EXHIBIT 7
FIRST TRUST OF NEW YORK, N. A.
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/95
($000'S)
<TABLE>
<CAPTION>
12/31/95
--------
<S> <C>
Assets
Cash and Due From Depository Institutions........................... $ 23,195
Federal Reserve Stock............................................... 3,150
Fixed Assets........................................................ 694
Intangible Assets................................................... 85,060
Other Assets........................................................ 8,658
--------
Total Assets...................................................... $120,757
========
Liabilities
Other Liabilities................................................... 2,162
--------
Total Liabilities................................................... 2,162
Equity
Common and Preferred Stock.......................................... 1,000
Surplus............................................................. 119,000
Undivided Profits................................................... (1,405)
--------
Total Equity Capital.............................................. 118,595
Total Liabilities and Equity Capital.................................. $120,757
========
</TABLE>
----------------
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
First Trust of New York, N. A.
/s/ David K. Leverich
By:____________________________
Vice President
Date:
