<PAGE> 1
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 20, 1995
$250,000,000
EMERSON ELECTRIC CO.
6.30% NOTES DUE NOVEMBER 1, 2005
-----------------
Interest on the Notes is payable semi-annually on May 1 and November
1, commencing May 1, 1996. The Notes are not redeemable prior to
maturity. The Notes will be issued only in registered form in
denominations of $1,000 and integral multiples thereof. See
"Description of the Notes". Settlement for the Notes will be made in
immediately available funds. Notes held through the facilities of The
Depository Trust Company will trade in DTC's Same-Day Funds Settlement
System until maturity, and secondary market trading activity for such
Notes will therefore settle in immediately available funds. All
payments of principal and interest on Notes held through DTC will be
made by the Company in immediately available funds. See "Description of
the Notes-Same-Day Settlement".
-----------------
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 SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE<F1> DISCOUNT<F2> COMPANY<F1><F2>
----------------- ----------- ---------------
<S> <C> <C> <C>
Per Note..................................................... 99.629% .650% 98.979%
Total........................................................ $249,072,500 $1,625,000 $247,447,500
<FN>
- -----
<F1> Plus accrued interest, if any, from November 1, 1995.
<F2> The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act
of 1933.
<F3> Before deducting estimated expenses of $185,000 payable by the
Company.
</TABLE>
-----------------
The Notes offered hereby are offered severally by the Underwriters,
as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is
expected that the Notes will be ready for delivery through the
facilities of DTC in New York, New York, on or about November 1, 1995,
against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC.
-----------------
The date of this Prospectus Supplement is October 26, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
DESCRIPTION OF THE NOTES
The 6.30% Notes due November 1, 2005 offered hereby (the "Notes")
will constitute a series of Debt Securities issued by the Company under
the Indenture dated as of April 17, 1991 (the "Indenture") between the
Company and The Boatmen's National Bank of St. Louis, as Trustee, and
are limited to $250,000,000 aggregate principal amount and the other
terms of which are established pursuant to an Officers' Certificate in
accordance with the Indenture. For a description of the general terms
and provisions of the Debt Securities, including the Notes (referred to
in the Prospectus as the "Debt Securities"), see "Description of Debt
Securities" in the Prospectus.
The summaries herein of certain provisions of the Notes do not
purport to be complete and are qualified in their entirety by reference
to all the provisions of the Notes, copies of which may be examined at
the office of the Trustee.
GENERAL
The Notes will be issued in fully registered form in minimum
denominations of $1,000 and integral multiples thereof. The registered
holder of any Note may be treated by the Company, the Trustee and any
of their agents for all purposes as the owner of such Note. The Notes
may be transferred or exchanged at the Corporate Trust Office of the
Trustee in St. Louis, Missouri without payment of any charge unless any
stamp tax or other governmental charge in the future becomes payable in
connection therewith. The Notes will mature on November 1, 2005 (the
"Maturity Date").
PAYMENT OF PRINCIPAL AND INTEREST
The Notes will bear interest at a rate per annum of 6.30%, payable
semi-annually in arrears on each May 1 and November 1, commencing May
1, 1996 (each an "Interest Payment Date"), to holders of record at the
close of business on the preceding April 15 or October 15, as the case
may be (each a "Regular Record Date"). Interest shall accrue from
November 1, 1995 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, to the applicable Interest
Payment Date or the Maturity Date, as the case may be. Interest
payments will include accrued interest to but excluding the applicable
Interest Payment Date or the Maturity Date, as the case may be.
Interest shall be computed on the basis of a 360-day year of twelve
30-day months.
Interest on the Notes will be payable by check mailed on the
applicable Interest Payment Date, or, with respect to Notes held
through The Depository Trust Company ("DTC"), in immediately available
funds to the persons in whose names the Notes (or any predecessor
Notes) are registered at the close of business on the Regular Record
Date next preceding the applicable Interest Payment Date, as shown on
the register maintained pursuant to the Indenture. Payment of
principal, together with final interest on the Notes, shall be made in
immediately available funds upon presentation and surrender of such
Notes at the Corporate Trust Office of the Trustee in St. Louis,
Missouri.
In any case in which an Interest Payment Date or the Maturity Date is
not a Business Day, payment of interest or principal, as the case may
be, shall be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or Maturity
Date. The term "Business Day" shall mean any day other than a Saturday
or Sunday or a day on which banking institutions in the City of St.
Louis, Missouri are authorized or required by law or executive order to
close.
REDEMPTION
The Notes will not be redeemable prior to the Maturity Date.
S-2
<PAGE> 3
SAME-DAY SETTLEMENT
Settlement for the Notes will be made by the Underwriters in
immediately available funds. Secondary trading in long-term notes and
debentures of corporate issuers is generally settled in clearing-house
or next-day funds. In contrast, Notes held through DTC will trade in
DTC's Same-Day Funds Settlement System until maturity, and secondary
market trading activity in such Notes will therefore be required by DTC
to settle in immediately available funds. No assurance can be given as
to the effect, if any, of settlement in immediately available funds on
trading activity in such Notes.
GOVERNING LAW
The Notes will be governed by and construed in accordance with the
laws of the State of New York.
UNDERWRITING
<TABLE>
Subject to the terms and conditions set forth in the Pricing
Agreement dated October 26, 1995 (the "Underwriting Agreement"), the
Company has agreed to sell to Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. (the "Underwriters") and each of the Underwriters has
severally agreed to purchase from the Company, the aggregate principal
amount of Notes set forth opposite its name below:
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT OF NOTES
----------- ---------------
<S> <C>
Goldman, Sachs & Co. ................................................................ $125,000,000
J.P. Morgan Securities Inc. ......................................................... 125,000,000
------------
Total.............................................................................. $250,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters are committed to take and pay for all the Notes, if any
are taken.
The Underwriters propose to offer the Notes in part directly to the
public at the initial public offering price set forth on the cover page
of this Prospectus Supplement and in part to certain securities dealers
at such price less a concession of 0.40% of the principal amount of the
Notes. The Underwriters may allow, and such dealers may reallow, a
concession not to exceed 0.25% of the principal amount of the Notes to
certain brokers and dealers. After the Notes are released for sale to
the public, the offering price and other selling terms may be varied
from time to time by the Underwriters.
The Notes are a new issue of securities with no established trading
market. The Underwriters have advised the Company that they intend to
make a market in the Notes but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Notes.
Settlement for the Notes will be made in immediately available funds
and all secondary trading in Notes held through DTC will settle in
immediately available funds.
The Company has agreed to indemnify the Underwriters and certain
other persons against certain liabilities, including liabilities under
the Securities Act of 1933.
VALIDITY OF THE NOTES
The legality of the Notes will be passed upon for the Company by H.
M. Smith, Esq., Assistant Secretary and Assistant General Counsel of
the Company, and for the Underwriters by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017. Mr. Smith beneficially owns
1,347 shares of Common Stock of the Company and has options to purchase
7,902 shares. Davis Polk & Wardwell will rely on the opinion of Mr.
Smith with respect to all matters of Missouri law. Davis Polk &
Wardwell acts as counsel to the Company from time to time with respect
to various matters.
S-3
<PAGE> 4
EMERSON ELECTRIC CO.
DEBT SECURITIES
-----------------
Emerson Electric Co. (the "Company") may offer and sell from time to
time its debt securities consisting of debentures, notes and/or other
unsecured evidences of indebtedness (the "Debt Securities") in one or
more series in an aggregate principal amount not to exceed
$1,000,000,000 (or, if the principal of the Debt Securities is payable
in a foreign or composite currency, the equivalent thereof at the time
of offering). The Debt Securities may be offered as separate series on
terms to be determined at the time of sale. The specific designation,
aggregate principal amount, denominations, maturity, premium, if any,
rate (which may be fixed or variable) and time of payment of any
interest, terms for any redemption at the option of the Company or the
holder, terms for any sinking fund payments, the initial public
offering price and the other terms in connection with the offering and
sale of the Debt Securities in respect of which this Prospectus is
being delivered will be set forth in an accompanying Prospectus
Supplement (the "Prospectus Supplement") and Pricing Supplement, if
any.
The Company may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to other purchasers
or through agents. See "Plan of Distribution". The names of, and the
principal amounts, if any, to be purchased by underwriters or sold
through agents and the compensation of such underwriters or agents will
be set forth in an accompanying 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.
-----------------
The date of this Prospectus is September 20, 1995.
<PAGE> 5
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE
OFFERING MADE HEREBY, AND IF GIVEN OR MADE SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR BY ANY PERSON. NEITHER THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION
OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED
IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION
IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF SUCH INFORMATION.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement under the Securities Act of
1933, as amended, with respect to the Debt Securities. This Prospectus
does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. Copies of the Registration
Statement, with exhibits, are on file at the offices of the Commission
and may be obtained upon request from the Commission upon payment of
the prescribed fees.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance
therewith files reports, proxy statements and other information with
the Commission.
Such 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 its principal offices at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at 500 West Madison Street, 14th Floor, Chicago,
Illinois 60601 and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, copies of such
material and other information about the Company are available for
inspection at the New York Stock Exchange, 20 Broad Street, New York,
New York and the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company under the 1934 Act are
incorporated by reference herein:
1. Annual Report on Form 10-K for the fiscal year ended September
30, 1994.
2. Quarterly Reports on Form 10-Q for the quarterly periods ended
December 31, 1994, March 31, 1995 and June 30, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 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 herein and to be a part
hereof from the date of filing of such document. Any statement
contained 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 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 hereby undertakes to provide without charge to each
person to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents referred
to above which have been or may be incorporated by reference herein,
other than exhibits thereto (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such
information should be directed to H. M. Smith, Assistant Secretary and
Assistant General Counsel, Emerson Electric Co., Station 2431, 8000
West Florissant Avenue, P. O. Box 4100, St. Louis, Missouri 63136,
telephone (314) 553-2431.
2
<PAGE> 6
THE COMPANY
The Company was founded in 1890 and has evolved into a diversified
manufacturing company with more than 40 separate operating divisions.
The Company is engaged principally in the design, manufacture and sale
of a broad range of electrical and electronic products and systems. The
principal executive offices of the Company are located at 8000 West
Florissant Avenue, P. O. Box 4100, St. Louis, Missouri 63136, and its
telephone number is (314) 553-2000.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the Company
intends to add the net proceeds from the sale of the Debt Securities to
its general funds, to be used for general corporate purposes, including
working capital, capital expenditures, and the repayment of short-term
borrowings. Prior to such application, the net proceeds may be invested
in short-term investments.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of earnings to fixed
charges of the Company for the periods indicated. For purposes of
computation of the ratio of earnings to fixed charges, earnings consist
of income before income taxes and cumulative effects of changes in
accounting principles plus the amount of fixed charges. Fixed charges
consist of interest expense and that portion of rental expense deemed
to represent interest.
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED RATIO OF EARNINGS
SEPTEMBER 30 TO FIXED CHARGES
------------ -----------------
<S> <C>
1990................................................................................. 7.0x
1991................................................................................. 7.1x
1992................................................................................. 8.6x
1993................................................................................. 7.5x
1994................................................................................. 11.0x
<CAPTION>
NINE MONTHS
ENDED
JUNE 30
-----------
<S> <C>
1995................................................................................. 10.0x
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to
which any Prospectus Supplement may relate. The particular terms of the
Debt Securities offered by any Prospectus Supplement (the "Offered Debt
Securities") and the extent, if any, to which such general provisions
may not apply to the Debt Securities so offered will be described in
the Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities are to be issued under an Indenture (the
"Indenture") between the Company and The Boatmen's National Bank of St.
Louis, as Trustee (the "Trustee"), a copy of which is filed as an
exhibit to the Registration Statement. The following summary of certain
provisions of the Debt Securities and the Indenture does not purport to
be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture, including the
definitions therein of certain terms. Whenever particular provisions or
defined terms in the Indenture are referred to herein, such provisions
or defined terms are incorporated by reference. Section references used
herein are references to the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
The Indenture does not limit the amount of Debt Securities that may
be issued thereunder or otherwise and provides that Debt Securities may
be issued thereunder from time to time in one or more series.
3
<PAGE> 7
Reference is made to the Prospectus Supplement relating to the
particular series of Offered Debt Securities offered thereby for the
following terms of the Offered Debt Securities: (i) the title of the
Offered Debt Securities; (ii) any limit on the aggregate principal
amount of the Offered Debt Securities; (iii) the price (expressed as a
percentage of the aggregate principal amount thereof) at which the
Offered Debt Securities will be issued; (iv) the date or dates on which
the Offered Debt Securities will mature; (v) the rate or rates (which
may be fixed or variable) per annum at which the Offered Debt
Securities will bear interest, if any; (vi) the date from which such
interest, if any, on the Offered Debt Securities will accrue, the dates
on which such interest, if any, will be payable, the date on which
payment of such interest, if any, will commence and the regular record
dates for such interest payment dates, if any; (vii) the dates, if any,
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 any such
sinking fund; (viii) the date, if any, after which and the price or
prices at which the Offered Debt Securities may, pursuant to any
redemption provisions, be redeemed, and the other detailed terms and
provisions of such redemption; (ix) the application, if any, of any
defeasance provisions and other detailed terms and provisions relating
to such defeasance; (x) if other than the principal amount thereof, the
amount of Offered Debt Securities which shall be payable upon
declaration of acceleration of the maturity thereof; (xi) any
additional restrictive covenants or other material terms relating to
the Offered Debt Securities; (xii) any additional Events of Default (as
specified in the Indenture) provided with respect to the Offered Debt
Securities; (xiii) if other than U.S. dollars, the currency (including
composite currencies) in which payment of principal of (and premium, if
any) and/or interest, if any, on the Offered Debt Securities shall be
payable; and (xiv) if the amount of payments of principal of (and
premium, if any) and/or interest, if any, on the Offered Debt
Securities may be determined with reference to an index based on a
currency (including composite currencies) other than the stated
currency of the Offered Debt Securities, the manner in which such
amounts shall be determined.
Principal, premium, if any, and interest, if any, will be payable,
and the Debt Securities will be transferable, at the principal
executive offices of the Company in St. Louis, at the office or agency
of the Company maintained for such purposes, which is The Boatmen's
National Bank of St. Louis, Corporate Trust Department, 510 Locust
Street, St. Louis, Missouri 63101, or at such other places as the
Company may designate. Unless other arrangements are made, interest
will be paid by checks mailed to the Holders at their registered
addresses. (Sections 3.1 and 3.2)
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Debt Securities will be issued only in fully registered
form, without coupons, in denominations of $1,000 or any multiple
thereof. No service charge will be made for any registration of
transfer or exchange of the Offered Debt Securities, but the Company
may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 2.8)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount
below their stated principal amount. Federal income tax consequences
and other special considerations applicable to any such Original Issue
Discount Securities will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Security" means any security
which provides for the declaration of acceleration of the maturity of
an amount less than the principal amount thereof upon the occurrence of
an Event of Default and the continuation thereof. (Section 5.1)
Debt Securities may be issued, from time to time, with the principal
amount payable at maturity or the amount of interest payable on an
interest payment date, to be determined by reference to one or more
currency exchange rates, commodity prices, equity indices or other
factors. Holders of such Debt Securities may receive a principal amount
at maturity or a payment of interest on an interest payment date with a
value that is greater than or less than the face amount of such Debt
Security or the amount of interest otherwise payable on such interest
payment date, as the case may be, depending upon the value at maturity
or on such interest payment date of the applicable currency, commodity,
equity index or other factor. Information as to the methods for
determining the principal amount payable at maturity or the amount of
interest payable on an interest payment date, as the case may be, the
currencies, commodities, equity indices or other factors to which the
principal amount payable at maturity or interest is linked and certain
additional tax considerations, if any, will be set forth in the
applicable Prospectus Supplement.
4
<PAGE> 8
CERTAIN RESTRICTIONS
Unless otherwise specified in a future supplemental indenture
relating to an individual issue of Debt Securities, the covenants
contained in the Indenture and the Debt Securities would not afford
holders of the Debt Securities protection in the event of a highly
leveraged or other transaction involving the Company that may adversely
affect Holders. If a future supplemental indenture contains covenants
to afford certain holders of the Debt Securities protection in the
event of a highly leveraged or similar transaction, the Prospectus
Supplement relating to such issue of Debt Securities (or an applicable
pricing supplement) will provide a brief description of such protective
covenants.
Limitations on Liens. The Indenture contains covenants providing
that, so long as any of the Debt Securities remains outstanding, the
Company will not, nor will it permit any Restricted Subsidiary (as
defined below) to issue, assume or guarantee any debt for money
borrowed ("Debt") if such Debt is secured by a mortgage (as defined in
the Indenture) upon any manufacturing plant or manufacturing facility
owned by the Company or any Restricted Subsidiary which is located
within the continental United States and, in the opinion of the Board
of Directors, is of material importance to the total business conducted
by the Company and its Restricted Subsidiaries taken as a whole (a
"Principal Property") or upon any shares of stock or indebtedness of
any Restricted Subsidiary (whether such Principal Property, shares of
stock or indebtedness were owned on the date of the Indenture or
thereafter acquired) without in any such case effectively and
concurrently providing that the Debt Securities will be secured equally
and ratably with such Debt, except that the foregoing restriction will
not apply to any Debt secured by: (i) mortgages on property, shares of
stock or indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary; (ii) mortgages on property
existing at the time of acquisition thereof and certain purchase money
mortgages; (iii) mortgages securing Debt owing by any Restricted
Subsidiary to the Company or another Restricted Subsidiary; (iv)
mortgages existing at the date of the Indenture; (v) mortgages on
property of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary
or at the time of a sale, lease or other disposition of the properties
of a corporation as an entirety or substantially as an entirety to the
Company or a Restricted Subsidiary; (vi) mortgages on property of the
Company or a Restricted Subsidiary in favor of the United States, any
State thereof or any other country (or any political subdivision
thereof) to secure payments pursuant to any contract or statute or to
secure any indebtedness incurred for the purpose of financing all or
any part of the purchase price or the cost of construction of the
property subject to such mortgages; or (vii) any extension, renewal or
replacement (or successive extensions, renewals, or replacements), in
whole or in part, of any mortgage referred to in the foregoing
exceptions (i) through (vi).
A Restricted Subsidiary is defined as a direct or indirect subsidiary
of the Company substantially all of the property of which is located
within the continental United States and which owns any Principal
Property (except a subsidiary principally engaged in leasing or in
financing installment receivables or overseas operations).
Notwithstanding the above, the Indenture provides that the Company
and one or more Restricted Subsidiaries may, without securing the Debt
Securities, issue, assume or guarantee secured Debt which would
otherwise be subject to the foregoing restrictions, provided that,
after giving effect thereto, the aggregate amount of such secured Debt
then outstanding (not including secured Debt permitted under the
foregoing exceptions (i) through (vii)) does not exceed 10% of the
consolidated net tangible assets of the Company and its consolidated
subsidiaries as shown on the consolidated financial statements of the
Company for its most recent fiscal quarter. (Section 3.6)
Limitation on Sale and Leaseback Transactions. The Indenture contains
covenants prohibiting transactions involving the sale and leaseback
with any person (other than a Restricted Subsidiary or the Company) by
the Company or any Restricted Subsidiary of any Principal Property
(whether owned on the date of the Indenture or thereafter acquired),
except for temporary leases with a term of not more than three years,
unless (a) the Company or such Restricted Subsidiary would be entitled
to issue, assume or guarantee Debt secured by the property involved at
least equal in amount to the Attributable Debt in respect of such
transaction without equally and ratably securing the Debt Securities,
provided that such Attributable Debt shall thereupon be deemed to be
Debt subject to the provisions of the limitation on liens in the
Indenture (Section
5
<PAGE> 9
3.6), or (b) the Company applies an amount in cash equal to such
Attributable Debt within 90 days of the effective date of any such
transaction to the retirement (other than any mandatory retirement or
payment at maturity) of long-term Debt of the Company or a Restricted
Subsidiary. Attributable Debt is defined as the present value
(discounted as provided in the Indenture using an interest rate which
is the weighted average yield to maturity of the Debt Securities
outstanding at the time of such transaction) of the obligation of a
lessee for net rental payments during the remaining term of any lease
entered into in connection with such transaction. (Section 3.7)
Restrictions on Consolidation, Merger or Sale. The Indenture provides
that the Company will not consolidate or merge or sell or convey all or
substantially all its assets unless (a) the surviving corporation (if
other than the Company) is a domestic corporation and shall assume the
obligations of the Company on the Debt Securities and under the
Indenture and (b) immediately after giving effect to such transactions,
no default shall have happened. (Section 9.1)
DEFEASANCE
The Indenture provides, if such provision is made applicable to the
Debt Securities of any series pursuant to Section 2.3 of the Indenture,
that the Company may elect either (a) to defease and be discharged from
any and all obligations with respect to such Debt Securities (except
for the obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or
stolen Debt Securities, to maintain an office or agency in respect of
the Debt Securities and to hold moneys for payment in trust)
("defeasance") or (b) to be released from its obligations with respect
to such Debt Securities under Sections 3.6 and 3.7 of the Indenture
(being the restrictions described under "Certain Restrictions-
Limitations on Liens" and "Certain Restrictions-Limitation on Sale and
Leaseback Transactions," respectively) ("covenant defeasance"), upon
the deposit with the Trustee (or other qualifying trustee), in trust
for such purpose, of money and/or U.S. Government Obligations which
through the payment of principal and interest in accordance with their
terms will provide money in an amount sufficient to pay the principal
of (and premium, if any) and interest, if any, on such Debt Securities,
and any mandatory sinking fund or analogous payments thereon, not later
than one day before the scheduled due dates therefor. Such a trust may
only be established if, among other things, the Company has delivered
to the Trustee an opinion of counsel (as specified in the Indenture) to
the effect that the Holders of such Debt Securities will not recognize
income, gain or loss for Federal income tax purposes as a result of
such defeasance or covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance or covenant
defeasance had not occurred. Such opinion, in the case of defeasance
under clause (a) above, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable Federal income tax
law occurring after the date of the Indenture. The Prospectus
Supplement may further describe the provisions, if any, permitting such
defeasance or covenant defeasance with respect to the Debt Securities
of a particular series. (Sections 13.1, 13.2, 13.3 and 13.4)
EVENTS OF DEFAULT, NOTICE AND WAIVER
The Indenture provides that, if certain Events of Default specified
therein in respect of any series of Debt Securities shall have happened
and be continuing, either the Trustee or the Holders of 25% in
principal amount of the outstanding Debt Securities of such series may
declare the principal, and accrued interest, if any, of all securities
of such series to be due and payable. If other specified Events of
Default shall have happened and be continuing, either the Trustee or
the Holders of 25% in principal amount of the outstanding Debt
Securities of all series may declare the principal, and accrued
interest, if any, of all the outstanding Debt Securities to be due and
payable. (Section 5.1)
Events of Default in respect of any series are defined in the
Indenture as being: default for 30 days in payment of any interest
installment when due; default in payment of principal of or premium, if
any, on, or any sinking fund installment or analogous obligation with
respect to, Debt Securities of such series when due; unless stayed by
litigation, default for 90 days after notice to the Company by the
Trustee or by the Holders of 25% in principal amount of the outstanding
Debt Securities of such series in performance of any covenant in the
Indenture in respect of such series; and certain events of bankruptcy,
insolvency and reorganization. (Section 5.1)
6
<PAGE> 10
The Indenture provides that the Trustee will, within 90 days after
the occurrence of a default in respect of any series of Debt
Securities, give to the Holders of such series notice of all uncured
and unwaived defaults known to it; provided that, except in the case of
default in the payment of principal of, premium, if any, or interest
on, or any sinking fund installment or analogous obligation with
respect to, any of the Debt Securities of such series, the Trustee will
be protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interest of the Holders
of such series. The term "default" for the purpose of this provision
means the happening of any of the Events of Default specified above,
except that any grace period or notice requirement is eliminated.
(Section 5.11)
The Indenture contains provisions entitling the Trustee, subject to
the duty of the Trustee during an Event of Default in respect of any
series of Debt Securities to act with the required standard of care, to
be indemnified by the Holders of the Debt Securities of such series,
before proceeding to exercise any right or power under the Indenture at
the request of Holders of such series. (Article Six)
If any Event of Default has occurred, the Indenture provides that the
Holders of a majority in principal amount of the outstanding Debt
Securities of any series may direct the time, method and place of
conducting proceedings for remedies available to the Trustee, or
exercising any trust or power conferred on the Trustee, in respect of
such series. (Section 5.9)
The Indenture includes a covenant that the Company will file annually
with the Trustee a certificate as to compliance with conditions and
covenants (without regard to any grace period or notice requirement).
(Section 3.5)
In certain cases, the Holders of a majority in principal amount of
the outstanding Debt Securities of a series, on behalf of the Holders
of all Debt Securities of such series, or the Holders of a majority of
all outstanding Debt Securities voting as a single class, on behalf of
the Holders of all outstanding Debt Securities, may waive any past
default or Event of Default, or compliance with certain provisions of
the Indenture, except among other things a default not theretofore
cured in payment of the principal of, premium, if any, or interest, if
any, on, or any sinking fund installment or analogous obligation with
respect to, any of the Debt Securities of such series. (Sections 5.1
and 5.10)
MODIFICATION OR AMENDMENT OF THE INDENTURE
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of 66 2/3% in principal amount
of the outstanding Debt Securities of the affected series, 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 Debt Securities of such series, except that no
such supplemental indenture may, without the consent of the Holders of
all of the affected Debt Securities, among other things change the
maturity of any Debt Securities, or reduce the principal amount
thereof, or any premium thereon or reduce the rate or extend the time
of payment of interest thereon, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original
Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof or the amount thereof provable in
bankruptcy, or impair or affect the right of any Holder of Debt
Securities to institute suit for the payment thereof or, if the Debt
Securities provide therefor, any right of repayment at the option of
the Holder, or reduce the aforesaid percentage of Debt Securities, the
consent of the Holders of which is required for any such supplemental
indenture. (Section 8.2)
REGARDING THE TRUSTEE
The Company currently has and anticipates that it will maintain lines
of credit, and have other customary banking relationships, with The
Boatmen's National Bank of St. Louis, the Trustee.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to other purchasers
or through agents. Such firms may also act as agents in the sale of
Debt Securities. Only underwriters named in the Prospectus Supplement
are deemed to be underwriters in connection with the Debt Securities
offered thereby.
7
<PAGE> 11
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may
be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters and any discounts or commissions received by them and any
profit on the resale of Debt Securities by them may be deemed to be
underwriting discounts and commissions under the Act. Any such
underwriter or agent will be identified, and any such compensation will
be described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Act, or to
contribution with respect to payments which the underwriters, dealers
or agents may be required to make in respect thereof.
If so indicated in the Prospectus Supplement, the Company will
authorize dealers or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Debt Securities from
the Company pursuant to contracts providing for payment and delivery on
a future date. Institutions with which such contracts may be made
include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions
and others.
EXPERTS
The consolidated financial statements and schedule of Emerson
Electric Co. and subsidiaries as of September 30, 1994 and 1993, and
for each of the years in the three-year period ended September 30, 1994
incorporated by reference herein, have been incorporated herein in
reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated elsewhere herein, and upon
the authority of said firm as experts in accounting and auditing.
8
<PAGE> 12
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
SUCH INFORMATION.
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<TABLE>
TABLE OF CONTENTS
<CAPTION>
PROSPECTUS SUPPLEMENT
PAGE
----
<S> <C>
Description of the Notes............................................ S-2
Underwriting........................................................ S-3
Validity of the Notes............................................... S-3
<CAPTION>
PROSPECTUS
<S> <C>
Available Information............................................... 2
Incorporation of Documents by Reference............................. 2
The Company......................................................... 3
Use of Proceeds..................................................... 3
Ratio of Earnings to Fixed Charges.................................. 3
Description of Debt Securities...................................... 3
Plan of Distribution................................................ 7
Experts............................................................. 8
</TABLE>
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$250,000,000
EMERSON ELECTRIC CO.
6.30% NOTES
DUE NOVEMBER 1, 2005
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[Emerson Logo]
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GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
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