<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 27, 1995
REGISTRATION NO. 33-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------
E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1007 MARKET STREET,
WILMINGTON, DELAWARE 19898
(302) 774-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
CHARLES L. HENRY, 1007 MARKET STREET,
WILMINGTON, DELAWARE 19898; (302) 774-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
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, 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. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.60.................. 24,000,000 $68.6875 $1,648,500,000 $568,448.28
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Tape on July 26,
1995.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED , 1995
PROSPECTUS
E. I. DU PONT DE NEMOURS AND COMPANY
COMMON STOCK
($.60 PAR VALUE)
This Prospectus relates to the resale, from time to time, by The Wilmington
Trust Company, as trustee (the "Trustee") of the DuPont Flexitrust (the "Trust"
or "Selling Shareholder"), of up to 24,000,000 shares (the "Shares") of Common
Stock, $.60 par value ("Common Stock"), of E. I. du Pont de Nemours and Company
(the "Company"), previously sold through a private transaction by the Company
to the Trust, to satisfy obligations of the Company and its subsidiaries under
certain employee compensation and benefit plans (the "Plans"). A committee
comprised of one or more employees of the Company (the "Committee") will
determine the time and manner of sale or disposition of the Shares. See
"Selling Shareholder" and "Plan of Distribution".
The Shares may be sold by the Trust from time to time through public or
private transactions on or off the United States exchanges on which the Common
Stock is traded, and at prevailing market prices or other prices determined by
the Committee, all as more fully described under "Plan of Distribution".
The Common Stock of the Company is listed, and the Shares are listed on the
New York Stock Exchange.
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 the Trustee or any underwriter, dealer or agent. Neither this Prospectus nor
any Prospectus Supplement constitutes an offer to sell or a solicitation of an
offer to buy any of the Shares offered hereby 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 hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
--------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------
THE DATE OF THIS PROSPECTUS IS JULY 27, 1995.
<PAGE>
AVAILABLE INFORMATION
E. I. du Pont de Nemours and Company ("DuPont" or the "Company") is subject
to the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). These reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices located
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies
of such materials also can be obtained from the Public Reference Section of
the Commission at prescribed rates at the principal offices of the Commission
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Common Stock is listed on the New York Stock Exchange (Symbol: DD), and
reports and information concerning the Company can be inspected at such
exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933 (the "Act") with respect to the shares of
Common Stock offered hereby (including all amendments and supplements thereto,
the "Registration Statement"). This Prospectus, which forms a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits filed therewith, certain parts of
which have been omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of such
documents are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. The Registration Statement and
the exhibits thereto can be inspected and copied at the public reference
facilities and regional offices referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents heretofore filed with the Commission pursuant to the
Exchange Act: (i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, including the 1995 Proxy Statement for the Annual Meeting
of Shareholders dated March 17, 1995, as amended by the Proxy Supplement dated
April 13, 1995; (ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; (iii) the Company's Current Reports on Form 8-K
dated January 25, 1995, April 7, 1995 (as amended), April 24, 1995, April 27,
1995 and July 26, 1995; and (iv) the Company's Registration of Common Stock on
Form 8-A.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to termination of the offering of the Shares registered hereby shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof
from the respective dates of the filing of such documents. Any statement
contained herein or in a document 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
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any and all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents which are not specifically incorporated
by reference into such documents. Requests for such copies should be directed
to Capital Markets, DuPont Finance, E. I. du Pont de Nemours and Company, 1007
Market Street, Wilmington, Delaware 19898, or telephone (302) 774-1000.
2
<PAGE>
THE COMPANY
DuPont is the largest United States chemical producer and one of the leading
chemical producers worldwide. The Company conducts fully integrated petroleum
operations primarily through its wholly owned subsidiary Conoco and, in 1993,
ranked eighth in the worldwide production of petroleum liquids by U.S.-based
companies, ninth in the production of natural gas, and seventh in refining
capacity. Conoco and other subsidiaries and affiliates of DuPont conduct
exploration, production, mining, manufacturing or selling activities, and some
are distributors of products manufactured by the Company.
The Company operates globally through approximately twenty strategic
business units. Within the strategic business units approximately 85
businesses manufacture and sell a wide range of products to many different
markets, including the energy, transportation, textile, construction,
automotive, agricultural, printing, health care, packaging and electronics
markets. The Company and its subsidiaries have operations in about 70 nations
worldwide and, as a result, about 47% of consolidated sales are derived from
sales outside the United States, based on the location of the corporate unit
making the sale. Total worldwide employment at year-end 1994 was about 107,000
people.
The Company is organized for financial reporting purposes into five
principal industry segments--Chemicals, Fibers, Polymers, Petroleum, and
Diversified Businesses.
Chemicals. Chemicals manufactures a wide range of commodity and specialty
products including titanium dioxide, fluorochemicals and polymer intermediates
used in the paper, plastics, chemical processing, refrigeration, textile and
environmental management industries. The Company is the world's leading
producer of titanium dioxide, which is used in paper, paint and plastic.
Fluorochemicals produces the broadest range of alternatives to
chlorofluorocarbons, including refrigerants, foam expansion agents,
propellants and cleaning agents. Specialty Chemicals includes specialty
chemicals and materials and environmental services, more than 60 percent of
the sales of which comes from industrial chemicals such as ammonia, cyanide
and peroxygen products.
Fibers. A diversified mix of specialty fibers is produced to serve end uses
including protective apparel, active sportswear, packaging and high-strength
composites in aerospace. High-volume fibers are produced for apparel and home
fabrics, carpeting and industrial applications and sold directly to the
textile and other industries for processing into products used in consumer and
industrial markets. Fibers includes the Company's "Lycra" spandex, nylon,
"Dacron" polyester, "Nomex" heat-resistant and "Kevlar" high-strength aramid
fibers businesses.
Polymers. Engineering polymers, elastomers, "Teflon" and other
fluoropolymers, ethylene polymers, finishes and performance films are produced
to serve industries including packaging, construction, chemical processing,
electrical, paper, textiles and transportation. This group also includes the
automotive businesses, which are engaged in the manufacturing and marketing of
more than 100 DuPont product lines used by the automotive industry, and
"Corian" building products.
Petroleum. Petroleum operations are carried out through Conoco and range
from exploration for crude oil and natural gas to the marketing of finished
products. The upstream part of the business finds, develops and produces oil
and gas and processes natural gas to recover higher-value liquids that are
sold separately. The downstream part of the business refines crude oil and
other feedstocks to produce high-quality fuels, lubricants and other products
that are sold to customers primarily in the United States and Europe, and more
recently in the Asia Pacific region. The downstream business also produces
intermediates for use as chemical feedstocks and a wide range of specialty
products such as petroleum coke and lubricating oils for commercial and
industrial customers worldwide. Conoco's retail operations include over 2,400
service stations in 13 countries.
Diversified Businesses. Diversified Businesses include the following
strategic business units: Agricultural Products, Electronic Materials, Films,
Medical Products and Printing and Publishing. Agricultural Products
3
<PAGE>
include herbicides and other products developed for specific agricultural
applications. Electronic Materials is involved with a consortium that will
design and develop high-definition television, photomasks used in the
production of semi-conductor devices, printed circuit materials and photo
imagable coverlay for flexible circuit board manufacture. Films produces
polyester film and audio/video film. Medical Products offers diagnostic
imaging systems, blood chemistry analyzers and centrifuge and detection
products for life science research and also includes the Company's 50 percent
interest in The DuPont Merck Pharmaceutical Company. Printing and Publishing
sells proofing, packaging and graphic arts products. The Diversified
Businesses segment also includes the Company's 50% interest in CONSOL Energy
Inc., a coal operations joint venture. See "Recent Developments" concerning
the potential sale of the Medical Products businesses.
E. I. du Pont de Nemours and Company was founded in 1802 and was
incorporated in Delaware in 1915. Its principal executive offices are located
at 1007 Market Street, Wilmington, Delaware 19898, and its telephone number is
(302) 774-1000.
RECENT DEVELOPMENTS
On April 6, 1995, the Company acquired 156 million shares of its Common
Stock beneficially owned by The Seagram Company Ltd. ("Seagram") for $56.25
per share (the "Seagram Redemption"). The consideration for the acquired
shares consisted of (i) $1 billion in cash, (ii) 90-day promissory notes of
the Company in an aggregate principal amount of approximately $7.3 billion and
(iii) warrants of the Company valued at approximately $440 million exercisable
for 156 million shares of the Company's Common Stock. Seagram continues to
hold approximately 8.2 million shares, or 1.6% of the shares outstanding
immediately following the transaction.
Subsequent to April 6, 1995, the notes issued to Seagram were paid and
replaced by private placement commercial paper borrowings of the Company.
The warrants issued to Seagram expire on October 6, 1997, October 6, 1998
and October 6, 1999 with respect to 48 million shares at $89.33 per share, 54
million shares at $101.14 per share and 54 million shares at $113.63 per
share, respectively. In general, as long as the warrants are held by Seagram,
the warrants are exercisable only during the 60-day periods immediately
preceding their respective expiration dates. However, the warrants would
become exercisable sooner in connection with certain significant corporate
events. The warrants are not transferable until May 15, 1996. Following such
date, the Company would have the right to buy the warrants from Seagram before
Seagram would be permitted to transfer the warrants to a third party. Any
warrants that are transferred to non-affiliates of Seagram would be
exercisable at any time prior to their expiration. The warrants contain
standard anti-dilution adjustments.
In connection with the Seagram Redemption, the Company and Seagram
terminated their 1986 agreement and entered into a new agreement relating to
their future relationship. The new agreement has a term of 15 years, but may
be terminated sooner under certain circumstances. The new agreement contains a
variety of "standstill" restrictions applicable to Seagram which, among other
things, prohibit Seagram from acquiring shares of Common Stock, except upon
exercise of the warrants and a negligible number of additional shares. The new
agreement also provides that, if Seagram exercises the warrants, Seagram would
have the right to designate representatives to the Company's board of
directors (although a smaller percentage than under the 1986 agreement). In
addition, the new agreement provides that Seagram will vote its shares of
Common Stock (including any shares issued upon exercise of the warrants)
proportionately with other stockholders, except that Seagram may vote its
shares in its discretion on the occurrence of certain significant corporate
events.
Effective as of the closing of the Seagram Redemption, Seagram's
representatives on the Company's board of directors (Edgar M. Bronfman,
Charles R. Bronfman, Edgar Bronfman, Jr. and John L. Weinberg) resigned from
such positions.
Agreements with respect to the Seagram Redemption have been filed as
exhibits to the Company's Current Report on Form 8-K dated April 7, 1995 (as
amended) which is incorporated herein by reference.
4
<PAGE>
On May 9, 1995, the Company sold the Shares registered hereby to the
Wilmington Trust Company, as trustee for the DuPont Flexitrust.
On May 9, 1995, the Company sold in a private sale to the Wilmington Trust
Company, as trustee for the DuPont Pension Trust Fund, 7,789,375 newly issued
shares of DuPont Common Stock. A Registration Statement on Form S-3 with
respect to the resale of those shares by the Trustee of the DuPont Pension
Trust Fund was filed on June 8, 1995 and declared effective June 20, 1995.
On May 11, 1995, the Company sold 19,550,000 newly issued shares of DuPont
Common Stock through an underwritten public offering.
On May 19, 1995, the Company announced its intent to sell its Medical
Products businesses, as part of its plan to finance the Seagram Redemption.
The potential sale does not include the Company's interest in the DuPont Merck
Pharmaceutical Company.
USE OF PROCEEDS
The Shares may be sold by the Trustee and the proceeds of such sale
transferred (i) to the Plans to satisfy cash obligations DuPont may have to
such Plans, or (ii) to DuPont as reimbursement for payments previously made by
DuPont in funding such Plans during the then current or two previous years.
Alternatively, the Shares may be transferred to one or more of the Plans or to
Plan participants to satisfy DuPont's obligations thereunder.
SELLING SHAREHOLDER
The Trust is an irrevocable trust established in 1995 for the purpose of
funding DuPont's obligations under certain of its employee compensation and
benefit plans. The Trust is intended to be a grantor trust within the meaning
of Section 671 of the Internal Revenue Code. Accordingly, DuPont has the
responsibility for the reporting and payment of any taxes and assessments
levied on the Trust. In the event of insolvency of DuPont, the Trust shall be
subject to the claims of DuPont's general creditors.
The Company's Board of Directors authorized management to offer the shares
of Common Stock registered hereby to the Trustee, and on May 9, 1995, the
Shares were purchased by the Trustee in a private transaction, the terms of
which are embodied in a Stock Purchase Agreement between the Company and the
Trustee. The Company has agreed under the terms of the May 9, 1995 agreement
establishing the Trust to prepare and file a registration statement with
respect to the shares.
As of June 30, 1995, the Trust held 24,000,000 shares of Common Stock,
representing approximately 4.1% of the Company's outstanding shares of common
stock.
PLAN OF DISTRIBUTION
The Trust, at the direction of the Committee, may sell all or a portion of
the Shares either (i) pursuant to the terms of agency agreements on the
markets in which the Common Stock is traded, (ii) through underwriters or
(iii) in privately negotiated transactions.
Market sales may be effected from time to time in one or more transactions
(which may involve block transactions) (i) on any of the U.S. securities
exchanges on which the Common Stock is listed, including the New York Stock
Exchange, in transactions that may include special offerings, exchange
distributions pursuant to and in accordance with the rules of such exchanges,
(ii) in the over-the-counter market, (iii) in transactions otherwise than on
such exchanges or in the over-the-counter market or (iv) in a combination of
any such transactions. Such transactions may be effected by the Trust at
market prices prevailing at the time of sale, at
5
<PAGE>
prices related to such prevailing market prices, at negotiated prices or at
fixed prices. The Trust may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts or commissions from the Trust and may receive
commissions from the purchasers of Shares for whom they may act as agent.
In the case of an underwritten offering, a Prospectus Supplement with
respect to an offering of Shares will set forth the terms of the offering of
the Shares, including the name or names of the underwriters, the purchase
price and the proceeds to the Trust from such sale, any underwriting discounts
and other items constituting underwriters' compensation, the initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers. The Shares will be acquired by the underwriters for their own
account and may be sold from time to time in one or more transactions at a
fixed public offering price determined at the time of sale. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the underwriters to
purchase Shares will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Shares if any are
purchased. The initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Underwriters may be entitled under agreements entered into with the Company
and the Trustee to indemnification by the Company and the Trustee against
certain civil liabilities, including liabilities under the Act, or to
contribution with respect to payments which the underwriters may be required
to make in respect thereof. Underwriters may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business. Under applicable rules and regulations of the Exchange Act, any
person engaged in the distribution of the Shares may not be simultaneously
engaged in market making activities with respect to the Common Stock for a
period of two business days prior to the later of the commencement of offers
or sales of the Shares to be distributed and the time such person becomes a
participant in the distribution. In addition to and without limiting the
generality of the foregoing, the Trust, the Company and any other persons
participating in such distribution will be subject to applicable provisions of
the Exchange Act and rules and regulations thereunder, including without
limitation Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of shares of Common Stock by the Trust, the Company and
any other such person. All of the foregoing may limit the marketability of the
Shares and the ability of any underwriter, broker, dealer or agent to engage
in market making activities.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 900,000,000 shares
of Common Stock, par value $.60 per share, and 23,000,000 shares of preferred
stock, without par value. As of June 30, 1995, 578,664,688 shares of Common
Stock were issued and outstanding. As of June 30, 1995, 1,672,594 shares of
$4.50 Series Preferred Stock and 700,000 shares of $3.50 Series Preferred
Stock were issued and outstanding.
COMMON STOCK
Dividends. The holders of Common Stock are entitled to receive dividends
when and as dividends are declared by the board of directors of the Company
out of funds legally available therefor, but not until all cumulative
dividends on all series of preferred stock shall have been paid or declared
and set apart for payment.
Voting Rights. Holders of DuPont Common Stock have the right to vote on all
questions to the exclusion of all other stockholders, except as otherwise
expressly provided by law or unless DuPont shall be in default in the payment
of dividends on preferred stock for a period of six months. In the latter
event, until accumulated and unpaid dividends on preferred stock of all series
shall have been paid, the holders of the outstanding preferred stock shall
have the exclusive right, voting separately and as a class, to elect two
directors, or if the total number of directors of DuPont be only three, then
only one director, at each meeting of stockholders held for the purpose of
electing directors.
6
<PAGE>
Liquidation Rights. On liquidation, dissolution, or winding up of DuPont,
whether voluntary or involuntary, after payments have been made to holders of
preferred stock, holders of DuPont Common Stock have the right to share
ratably the remaining assets available for distribution.
No Preemptive Rights. Holders of DuPont Common Stock do not have any
preemptive rights.
PREFERRED STOCK
Pursuant to the Certificate of Incorporation of the Company, the board of
directors of the Company is authorized to establish and designate one or more
series of preferred stock, without further authorization of the Company's
stockholders, and to fix the number of shares, the dividend and certain other
rights, preferences and limitations of any such series. Thus, any series may,
if so determined by the board of directors, be convertible into Common Stock
or another security of the Company and have certain other relative rights,
preferences and limitations as the board of directors shall determine. As a
result, any class or series of preferred stock could have rights which would
adversely affect the voting power of the Common Stock.
Dividends. Dividends on the $4.50 Series Preferred Stock are payable
annually at the rate of $4.50 per annum. Dividends on the $3.50 Series
Preferred Stock are payable annually at the rate of $3.50 per annum. Holders
of $4.50 Series Preferred Stock and $3.50 Series Preferred Stock are entitled
to receive any dividends to which they are entitled before dividends are paid
to holders of Common Stock.
Voting Rights. Holders of $4.50 Series Preferred Stock and $3.50 Series
Preferred Stock do not have the right to vote on any question except as
otherwise required by applicable law or unless the Company is in default in
the payment of dividends for a period of six months. In such a case, the
holders of $4.50 Series Preferred Stock and $3.50 Series Preferred Stock shall
have the exclusive right, voting separately and as a class, to elect two
directors, or if the total number of directors of the Company is only three,
then only one director, at each meeting of the stockholders held for the
purpose of electing directors.
Liquidation Rights. In the event of voluntary liquidation, holders of
preferred stock are entitled to accumulated dividends and $115 a share for the
$4.50 Series, $107 a share for the $3.50 Series; in the event of involuntary
liquidation, holders of both currently outstanding series of preferred stock
are entitled to accumulated dividends and $100 a share.
Redemption. The preferred stock may be redeemed at any time in whole or in
part for the redemption prices of $120 and accumulated dividends, and $100 and
accumulated dividends, respectively, on the $4.50 Series Preferred Stock and
the $3.50 Series Preferred Stock.
No Preemptive Rights. Holders of preferred stock do not have any preemptive
rights.
WARRANTS TO PURCHASE COMMON STOCK
In connection with the Seagram Redemption, the Company issued to Seagram
warrants exercisable for 156 million shares of Common Stock. For a discussion
of the terms of such warrants, see "Recent Developments".
LEGAL OPINIONS
The validity of the Shares will be passed upon for the Company by Howard J.
Rudge, Senior Vice President and General Counsel of the Company.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
7
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of the expenses (all but the SEC
Registration fees are estimates) in connection with the issuance of the shares
of Common Stock being registered hereunder.
<TABLE>
<S> <C>
SEC Registration fees............................................ $568,500
Blue Sky fees and expenses....................................... $ 1,000
Printing and engraving expenses.................................. $ 25,000
Accounting fees and expenses..................................... $ 20,000
Trustee fees and expenses........................................ $ 40,000
Stock exchange listing fees...................................... $ 45,600
Miscellaneous.................................................... $ 20,000
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Total.......................................................... $720,100
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and Bylaws of DuPont provide for the
indemnification of each director and officer of DuPont in connection with any
claim, action, suit or proceeding brought or threatened by reason of his or
her position with DuPont. In addition, the General Corporation Law of the
State of Delaware ("Delaware Law") permits DuPont to indemnify its directors,
officers and others against judgments, fines, amounts paid in settlement and
attorneys' fees resulting from various types of legal actions or proceedings
if the actions of the party being indemnified meet the standards of conduct
specified in the Delaware Law.
The Company's directors and officers, are, in addition, insured against loss
arising from any claim against them or a wrongful act or omission with certain
exceptions and limitations.
ITEM 16. EXHIBITS.
Each of the following Exhibits is filed or incorporated by reference in this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 Certificate of Incorporation of the Registrant, filed as an exhibit
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference
4.2 By-laws of the Registrant, filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993, and
incorporated herein by reference
5 Opinion and Consent of Howard J. Rudge, counsel to the Registrant
23 Consent of Price Waterhouse LLP
24 Powers of Attorney*
</TABLE>
- --------
* A power of attorney whereby various individuals authorize the signing of
their names to any and all amendments to this Registration Statement and
other documents submitted in connection therewith is contained on the first
page of the signature pages following Part II of this Registration
Statement.
ITEM 17. UNDERTAKINGS.
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:
II-1
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(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;
(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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act 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.
(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.
(4) 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 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above 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 against the Registrant 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-2
<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 A 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 WILMINGTON, STATE OF DELAWARE ON THE 27TH DAY OF
JULY, 1995.
E. I. du Pont de Nemours and Company
By: /s/ Charles L. Henry
---------------------------------
CHARLES L. HENRY
SENIOR VICE-PRESIDENT--DUPONT
FINANCE
PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JULY 27, 1995 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.
E. S. Woolard, Jr. Chairman and Director ))
(Principal Executive )
Officer) )
)
J. A. Krol Vice Chairman and )
Director ) By: /s/ C. L. Henry
) -----------------------
C. S. Nicandros Vice Chairman and ) C. L. HENRY
Director ) SENIOR VICE PRESIDENT--
) DUPONT FINANCE
A. F. Brimmer Director ) (PRINCIPAL FINANCIAL
E. B. du Pont Director ) AND ACCOUNTING OFFICER
C. M. Harper Director )) AND ATTORNEY-IN-FACT
W. K. Reilly Director )
H. R. Sharp, III Director ) FOR BRACKETED INDIVIDUALS)
C. M. Vest Director )
)
) By: /s/ H. J. Rudge
Original powers of attorney authorizing ) -----------------------
C. L. Henry and H. J. Rudge, jointly, to ) H. J. RUDGE
sign the registration statement and ) SENIOR VICE PRESIDENT
amendments thereto on behalf of the above- ) AND GENERAL COUNSEL
named directors and officers are filed with ) (ATTORNEY-IN-FACT FOR
the Registration Statement. )) BRACKETED INDIVIDUALS)
II-3
<PAGE>
EXHIBIT 5
LOGO
Legal
Wilmington, Delaware 19898
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
July 27, 1995
Dear Sirs:
With reference to the Registration Statement on Form S-3 being filed by you
with the Securities and Exchange Commission, registering 24,000,000 shares of
Common Stock, $.60 par value of E. I. du Pont de Nemours and Company (the
"Company") for resale, it is my opinion that:
(1) the Company is duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and
(2) all such Common Stock is legally issued and constitutes valid and
binding obligations of the Company.
I hereby consent to use of this opinion as an exhibit in the above-mentioned
Registration Statement.
Very truly yours,
/s/ Howard J. Rudge
_____________________________________
Howard J. Rudge
Senior Vice President and General
Counsel
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 16, 1995, which appears on page 38 of the 1994 Annual Report to
Shareholders of E.I. du Pont de Nemours and Company, which is incorporated by
reference in E. I. du Pont de Nemours and Company's Annual Report on Form 10-K
for the year ended December 31, 1994. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
July 27, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
REGISTRATION STATEMENT FOR COMMON STOCK, $.60 PAR VALUE
The person whose signature appears below constitutes and appoints (1) the
Senior Vice President and General Counsel, or any Assistant General Counsel of
E. I. du Pont de Nemours and Company (hereinafter referred to as "the
Company"), and (2) the Senior Vice President--DuPont Finance, any Vice
President, DuPont Finance, or any Assistant Treasurer of the Company, jointly,
his or her true and lawful attorneys-in-fact and agents for him or her and in
his or her name, place and stead, in any and all capacities, to execute and
file, or cause to be filed, with the Securities and Exchange Commission a
Registration Statement on Form S-3 relating to 24,000,000 shares of DuPont
common stock, $.60 par value offered for resale by the Company's Flexitrust,
through its trustee, any and all amendments thereto (including post-effective
amendments), and all matters required by the Commission in connection with
such registration under the Securities Act of 1933, as amended, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents may
lawfully do or cause to be done by virtue hereof.
/s/ E. S. Woolard, Jr. 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ J. A. Krol 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ C. S. Nicandros 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ A. F. Brimmer 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ E. B. du Pont 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ C. M. Harper 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ W. K. Reilly 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ H. R. Sharp, III 5/24/95
_____________________________________ _____________________________________
Director Date
/s/ C. M. Vest 5/24/95
_____________________________________ _____________________________________
Director Date
