<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999
Registration Statement No. 333-[ ]
Post-Effective Amendment No. 1 to Registration Statement No. 333-66865
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------------------
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)
MISSOURI 43-0259330
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8000 WEST FLORISSANT AVENUE, STATION 2431, P.O. BOX 4100
ST. LOUIS, MISSOURI 63136
(Address of principal executive offices)
Registrant's telephone number including area code: (314)533-2000
HARLEY M. SMITH, ESQ.
Assistant General Counsel and Assistant Secretary
Emerson Electric Co.
8000 West Florissant Avenue, Station 2431, P.O. Box 4100
St. Louis, Missouri 63136
(314) 553-2431
(NAME, ADDRESS AND TELEPHONE NUMBER 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 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. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C>
========================================== =============================================== ==================================
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE(3)
- ------------------------------------------ ----------------------------------------------- ----------------------------------
DEBT SECURITIES $1,540,000,000(2) $428,120
========================================== =============================================== ==================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Or, if any Debt Securities are issued (i) with a principal amount
denominated in a foreign currency, such principal amount as shall
result in an aggregate initial offering price the equivalent of
$1,540,000,000 at the time of initial offering, or (ii) at an original
issue discount, such greater principal amount as shall result in an
aggregate initial offering price of $1,540,000,000.
(3) $460,000,000 principal amount of Debt Securities was previously
registered (Registration No. 333-66865) and is carried forward hereby.
The amount of filing fee associated with the Debt Securities that was
previously paid with such earlier registration statement is $127,880.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein will also be used in connection with Registration
Statement No. 333-66865 previously filed by the Registrant on Form S-3 and
declared effective on November 12, 1998. This Registration Statement, which is a
new registration statement, also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-66865 and such Amendment shall become effective
concurrently with the effectiveness of this Registration Statement and in
accordance with Section 8(c) of the Securities Act of 1933.
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 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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The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
================================================================================
[EMERSON LOGO]
SUBJECT TO COMPLETION, DATED AUGUST 6, 1999
EMERSON ELECTRIC CO.
DEBT SECURITIES
-----------------------
This Prospectus describes Debt Securities which we may issue and sell at
various times:
- The Debt Securities may be debentures, notes (including notes commonly
known as medium-term notes) or other unsecured evidences of
indebtedness of Emerson.
- We may issue the Debt Securities in one or several series.
- The total principal amount of the Debt Securities to be issued under
this Prospectus will be not more than $2,000,000,000 (or the
equivalent amount in other currencies).
- The terms of each series of Debt Securities (interest rates, maturity,
redemption provisions and other terms) will be determined at the time
of sale, and will be specified in a Prospectus Supplement which will
be delivered together with this Prospectus at the time of sale.
We may sell Debt Securities to or through underwriters, dealers or agents.
We may also sell Debt Securities directly to investors. More information about
the way we will distribute the Debt Securities is under the heading "Plan of
Distribution." Information about the underwriters or agents who will participate
in any particular sale of Debt Securities will be in the Prospectus Supplement
relating to that series of Debt Securities.
Unless we state otherwise in a Prospectus Supplement, we will not list any
of the Debt Securities on any securities exchange.
-----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS AUGUST , 1999.
<PAGE> 3
We have not authorized anyone to give any information or to make any
representations concerning the offering of the Debt Securities except that which
is in this Prospectus or in the Prospectus Supplement which is delivered with
this Prospectus, or which is referred to under "Where You Can Find More
Information." If anyone gives or makes any other information or representations,
you should not rely on it. This Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the Debt Securities
which are referred to in the Prospectus Supplement. This Prospectus is not an
offer to sell or a solicitation of an offer to buy such Debt Securities in any
circumstances in which such offer or solicitation is unlawful. You should not
interpret the delivery of this Prospectus, or any sale of Debt Securities, as an
indication that there has been no change in our affairs since the date of this
Prospectus. You should also be aware that information in this Prospectus may
change after this date.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION......................................2
INFORMATION ABOUT EMERSON................................................3
USE OF PROCEEDS..........................................................3
RATIO OF EARNINGS TO FIXED CHARGES.......................................3
DESCRIPTION OF THE DEBT SECURITIES.......................................4
BOOK-ENTRY DEBT SECURITIES...............................................8
PLAN OF DISTRIBUTION....................................................10
EXPERTS.................................................................10
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov. The SEC allows us to incorporate by
reference the information we file with them, which means that we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
Prospectus, and later information that we file with the SEC will automatically
update and supersede this information. We incorporate by reference the documents
listed below and any future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the Debt Securities. This Prospectus is part of a registration statement we
filed with the SEC.
- Our Annual Report on Form 10-K for the year ended September 30, 1998.
- Our Quarterly Reports on Form 10-Q for the quarters ended December 31,
1998 and March 31, 1999.
- Our Current Report on Form 8-K dated October 6, 1998.
You may receive a copy of any of these filings, at no cost, by writing or
telephoning H. M. Smith, our Assistant Secretary and Assistant General Counsel,
at Emerson Electric Co., Station 2431, 8000 West Florissant Avenue, P.O. Box
4100, St. Louis, Missouri 63136, telephone 314-553-2431.
We have filed with the SEC a Registration Statement to register the Debt
Securities under the Securities Act of 1933. This Prospectus omits certain
information contained in the Registration Statement, as permitted by SEC rules.
You may obtain copies of the Registration Statement, including exhibits, as
noted in the first paragraph above.
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<PAGE> 4
INFORMATION ABOUT EMERSON
Emerson Electric Co. was incorporated in Missouri in 1890. We were
originally engaged in the manufacture and sale of electric motors and fans. We
subsequently expanded our product lines through internal growth and
acquisitions. We are now engaged principally in the design, manufacture and sale
of a broad range of electrical, electromechanical and electronic products and
systems throughout the world. Our principal executive offices are at 8000 West
Florissant Avenue, P. O. Box 4100, St. Louis, Missouri 63136. Our telephone
number is (314) 553-2000.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement which accompanies
this Prospectus, we intend to add the net proceeds from the sale of the Debt
Securities to our general funds. We expect to use the proceeds for general
corporate purposes, which may include working capital, capital expenditures, and
the repayment of short-term borrowings. Before we use the proceeds for these
purposes, we may invest them 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>
SIX MONTHS
YEAR ENDED SEPTEMBER 30, ENDED MARCH 31,
---------------------------------------- ---------------
1994 1995 1996 1997 1998 1999
----- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings
to Fixed Charges 11.0x 9.7x 9.8x 11.3x 10.2x 9.1x
===== ==== ==== ===== ===== ====
</TABLE>
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DESCRIPTION OF THE DEBT SECURITIES
This section describes some of the general terms of the Debt Securities.
The Prospectus Supplement describes the particular terms of the Debt Securities
we are offering. The Prospectus Supplement also indicates the extent, if any, to
which such general provisions may not apply to the Debt Securities we are
offering. When we refer to the Prospectus Supplement we are also referring to
any applicable Pricing Supplement.
We will issue the Debt Securities under an Indenture between us and The
Bank of New York, which is serving as Trustee. We are summarizing certain
important provisions of the Indenture and the Debt Securities. We do not restate
the Indenture or the Debt Securities in their entirety. We urge you to read the
Indenture and the Debt Securities because they, and not this description, define
your rights as holders of the Debt Securities. We filed the Indenture as an
exhibit to the Registration Statement that includes this Prospectus. When we use
capitalized terms that we don't define here, those terms have the meanings given
in the Indenture. When we use references to Sections, we mean Sections in the
Indenture.
GENERAL
The Debt Securities will be unsecured obligations of Emerson.
The Indenture does not limit the amount of Debt Securities that we may
issue under the Indenture, nor does it limit other debt that we may issue. We
may issue the Debt Securities at various times in different series, each of
which may have different terms.
The Prospectus Supplement relating to the particular series of Debt
Securities we are offering includes the following information concerning those
Debt Securities:
- The title of the Debt Securities.
- Any limit on the amount of the Debt Securities that we may offer.
- The price at which Emerson is offering the Debt Securities. We will
usually express the price as a percentage of the principal amount.
- The maturity date of the Debt Securities.
- The interest rate per annum on the Debt Securities. We may specify a
fixed rate or a variable rate, or we may offer Debt Securities that do
not bear interest but are sold at a substantial discount from the
amount payable at maturity.
- The date from which interest on the Debt Securities will accrue.
- The dates on which we will pay interest and the regular record dates
for determining who is entitled to receive the interest.
- If applicable, the dates on which or after which, and the prices at
which, we are required to redeem the Debt Securities or have the
option to redeem the Debt Securities.
- If applicable, any limitations on our right to defease our obligations
under the Debt Securities by depositing cash or securities.
- The amount that we would be required to pay if the maturity of the
Debt Securities is accelerated, if that amount is other than the
principal amount.
- Any additional restrictive covenants or other material terms relating
to the Debt Securities.
- Any additional Events of Default that will apply to the Debt
Securities.
- If we will make payments on the Debt Securities in any currency other
than United States dollars, the currency or composite currency in
which we will make those payments. If the currency will be determined
under an index, the details concerning such index.
- Any other material terms of the Debt Securities.
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PAYMENTS ON DEBT SECURITIES
We will make payments on the Debt Securities at the office or agency we
will maintain for that purpose (which will be the Corporate Trust Office of the
Trustee in New York, New York unless we indicate otherwise in the Prospectus
Supplement) or at such other places and at the respective times and in the
manner as we designate in the Prospectus Supplement. (Sections 3.1 and 3.2) As
explained under "Book-Entry Debt Securities" below, The Depository Trust Company
or its nominee will be the initial registered Holder unless the Prospectus
Supplement provides otherwise.
FORM, DENOMINATIONS AND TRANSFERS
Unless otherwise indicated in the Prospectus Supplement:
- The Debt Securities will be in fully registered form, without
coupons, in denominations of $1,000 or any multiple thereof.
- We will not charge any fee to register any transfer or exchange of the
Debt Securities, except for taxes or other governmental charges (if
any). (Section 2.8)
ORIGINAL ISSUE DISCOUNT SECURITIES
If Debt Securities are Original Issue Discount Securities, we will offer
and sell them at a substantial discount below their stated principal amount. We
will describe Federal income tax consequences and other special considerations
applicable to any such Original Issue Discount Securities in the Prospectus
Supplement. "Original Issue Discount Security" means any security which provides
that less than the full principal amount will be due if the maturity is
accelerated or if the security is redeemed before its maturity. (Section 5.1)
INDEXED DEBT SECURITIES
We may issue Debt Securities under which the principal amount payable at
maturity or the amount of interest payable will be determined by reference to
currency exchange rates, commodity prices, equity indices or other factors. In
that case, the amount we will pay to the Holders will depend on the value of the
applicable currency, commodity, equity index or other factor at the time our
payment obligation is calculated. We will include information in the Prospectus
Supplement for those Debt Securities about how we will calculate the principal
or interest payable, and will specify the currencies, commodities, equity
indices or other factors to which the principal amount payable at maturity or
interest is linked. We will also provide information about certain additional
tax considerations which would apply to the Holders of those Debt Securities.
CERTAIN RESTRICTIONS
Unless we otherwise specify in the Prospectus Supplement, there will not be
any covenants in the Indenture or the Debt Securities that would protect you
against a highly leveraged or other transaction involving Emerson that may
adversely affect you as a holder of Debt Securities. If there are provisions
that offer such protection, they will be described in the Prospectus Supplement.
Limitations on Liens. Under the Indenture, we and our Restricted
Subsidiaries (defined below) may not issue any debt for money borrowed, or
assume or guarantee any such debt, which is secured by a mortgage on a Principal
Property (defined below) or shares of stock or indebtedness of any Restricted
Subsidiary, unless such mortgage similarly secures your Debt Securities. A
Principal Property is any manufacturing plant or manufacturing facility that we
or any Restricted Subsidiary owns, is located within the continental United
States and, in the opinion of our Board of Directors, is of material importance
to our total business that we and our Restricted Subsidiaries conduct, taken as
a whole. The above restriction will not apply to debt that is secured by:
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<PAGE> 7
- mortgages on property, shares of stock or indebtedness of any
corporation that exists when it becomes a Restricted Subsidiary;
- mortgages on property that exist when we acquire the property and
mortgages that secure payment of the purchase price of the mortgaged
property;
- mortgages that secure debt which a Restricted Subsidiary owes to us or
to another Restricted Subsidiary;
- mortgages that existed at the date of the Indenture;
- mortgages on property of a company that exist when we acquire the
company;
- mortgages in favor of a government to secure debt that we incur to
finance the purchase price of the property that we mortgage; or
- extensions, renewals or replacement of any of the mortgages described
above.
A Restricted Subsidiary is a direct or indirect subsidiary of Emerson if
substantially all of its property is located in the continental United States
and if it owns any Principal Property (except a subsidiary principally engaged
in leasing or in financing installment receivables or overseas operations).
The Indenture also excepts from this limitation on liens secured debt of up
to 10% of our consolidated net tangible assets. (Section 3.6)
Limitation on Sale and Leaseback Transactions. We may not enter into sale
and leaseback transactions involving any Principal Property, except for leases
of up to three years, unless
- we could issue debt secured by the property involved (under the
limitations on liens described above) in an amount equal to the
Attributable Debt which would be calculated under the Indenture based
on the rental payments to be received, or
- we pay other debt within 90 days in an amount not less than such
Attributable Debt amount. (Section 3.7)
Restrictions on Consolidation, Merger or Sale. We may not consolidate or
merge or sell or convey all or substantially all of our assets unless (a) the
surviving corporation (if it is not Emerson) is a domestic corporation and
assumes our obligations on your Debt Securities and under the Indenture and (b)
immediately after such transactions, there is no default. (Section 9.1)
DEFEASANCE
The Indenture includes provisions allowing defeasance that we may choose to
apply to Debt Securities of any series. If we do so, we would deposit with the
Trustee or another trustee money or U. S. Government Obligations sufficient to
make all payments on those Debt Securities. If we make such a deposit with
respect to your Debt Securities, we may elect either:
- to be discharged from all our obligations on your Debt Securities,
except for our obligations to register transfers and exchanges, 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; or
- to be released from our restrictions described above relating to liens
and sale/leaseback transactions.
To establish such a trust, we must deliver to the Trustee an opinion of our
counsel that the Holders of the Debt Securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such 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 had not occurred.
There may be additional
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provisions relating to defeasance which we will describe in the Prospectus
Supplement. (Sections 13.1, 13.2, 13.3 and 13.4)
EVENTS OF DEFAULT, NOTICE AND WAIVER
If certain Events of Default by us specified in the Indenture happen and
are continuing, either the Trustee or the Holders of 25% in principal amount of
the outstanding Debt Securities of a 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 happen and are 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)
An Event of Default in respect of any series of Debt Securities means:
- default for 30 days in payment of any interest installment;
- default in payment of principal, premium, sinking fund installment or
analogous obligation when due;
- unless stayed by litigation, default, for 90 days after notice to us
by the Trustee or by the Holders of 25% in principal amount of the
outstanding Debt Securities of such series, in performance of any
other covenant in the Indenture governing such series; and
- certain events of our bankruptcy, insolvency and reorganization.
(Section 5.1)
Within 90 days after a default in respect of any series of Debt Securities,
the Trustee must give to the Holders of such series notice of all uncured and
unwaived defaults by us known to it. However, except in the case of default in
payment, the Trustee may withhold such notice if it in good faith determines
that such withholding is in the interest of such Holders. The term "default"
means, for this purpose, the happening of any Event of Default, disregarding any
grace period or notice requirement. (Section 5.11)
Before the Trustee is required to exercise rights under the Indenture at
the request of Holders, it is entitled to be indemnified by such Holders,
subject to its duty, during an Event of Default, to act with the required
standard of care. (Sections 6.1 through 6.13)
If any Event of Default has occurred, 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)
We must file an annual certificate with the Trustee that it is in
compliance with conditions and covenants under the Indenture. (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, but may not waive among other things
an uncured default in payment. (Sections 5.1 and 5.10)
MODIFICATION OR AMENDMENT OF THE INDENTURE
If we receive the consent of the holders of a majority in principal amount
of the outstanding Debt Securities affected, we may enter into supplemental
indentures with the Trustee that would
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- add, change or eliminate provisions in the Indenture; or
- change the rights of the Holders of Debt Securities.
However, unless we receive the consent of all of the affected Holders, we
may not enter into supplemental indentures that would with respect to the Debt
Securities of such Holders:
- change the maturity;
- reduce the principal amount or any premium;
- reduce the interest rate or extend the time of payment of interest;
- reduce any amount payable on redemption or reduce the amount of the
principal of an Original Issue Discount Security that would be payable
on acceleration;
- impair or affect the right of any Holder to institute suit for
payment;
- change any right of the Holder to require repayment; or
- reduce the requirement for two-thirds approval of supplemental
indentures. (Section 8.2)
REGARDING THE TRUSTEE
The Trustee is The Bank of New York. The Trustee is a lender to us under
our revolving credit agreement. From time to time, we may enter into other
banking relationships with the Trustee.
BOOK-ENTRY DEBT SECURITIES
The Prospectus Supplement will indicate whether we are issuing the related
Debt Securities as book-entry securities. Book-entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company, New York, New York, and will evidence all of the
Debt Securities of that series. This means that we will not issue certificates
to each Holder. We will issue one or more global securities to DTC, which will
keep a computerized record of its participants (for example, your broker) whose
clients have purchased the Debt Securities. The participant will then keep a
record of its clients who own the Debt Securities. Unless it is exchanged in
whole or in part for a security evidenced by individual certificates, a global
security may not be transferred, except that DTC, its nominees and their
successors may transfer a global security as a whole to one another. Beneficial
interests in global securities will be shown on, and transfers of beneficial
interests in global notes will be made only through, records maintained by DTC
and its participants. Each person owning a beneficial interest in a global
security must rely on the procedures of DTC 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.
The laws of some jurisdictions require that certain purchasers of
securities such as Debt Securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair your ability to acquire or
transfer beneficial interests in the global security.
We will make payments on each series of book-entry Debt Securities to DTC
or its nominee, as the sole registered owner and holder of the global security.
Neither Emerson, the Trustee nor any of their agents will be responsible or
liable for any aspect of DTC's records relating to or payments made on account
of beneficial ownership interests in a global security or for maintaining,
supervising or reviewing any of DTC's records relating to such beneficial
ownership interests.
DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of such participants.
A global security representing a series will be exchanged for certificated
Debt Securities of that series
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only if (x) DTC notifies us that it is unwilling or unable to continue as
Depositary or if DTC ceases to be a clearing agency registered under the 1934
Act and we don't appoint a successor within 90 days, (y) we decide that the
global security shall be exchangeable or (z) there is an Event of Default under
the Indenture or an event which with the giving of notice or lapse of time or
both would become an Event of Default with respect to the Debt Securities
represented by such global security. If that occurs, we will issue Debt
Securities of that series in certificated form in exchange for such global
security. An owner of a beneficial interest in the global security then will be
entitled to physical delivery of a certificate for Debt Securities of such
series equal in principal amount to such beneficial interest and to have such
Debt Securities registered in its name. We would issue the certificates for such
Debt Securities in denominations of $1,000 or any larger amount that is an
integral multiple thereof, and we would issue them in registered form only,
without coupons.
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the 1934 Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives) own
DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.
Management of DTC is aware that some computer applications, systems and the
like for processing data (Systems) that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed Direct Participants and Indirect Participants and
other members of the financial community (the Industry) that it has developed
and is implementing a program so that its Systems, as the same relate to the
timely payment of distributions (including principal and interest payments) to
security holders, book-entry deliveries, and settlement of trades within DTC
(Depositary Services), continue to function appropriately. This program includes
a technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's Direct participants and Indirect Participants, third party vendors
from whom DTC licenses software and hardware, and third party vendors on whom
DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among others. DTC
has informed the Industry that it is contacting (and will continue to contact)
third party vendors from whom DTC acquires services to: (i) impress upon them
the importance of these services being Year 2000 compliant; and (ii) determine
the extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
contingency plans as it deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the Industry for informational purposes only
and is not intended to serve as a representation, warranty, or contract
modification of any kind.
9
<PAGE> 11
PLAN OF DISTRIBUTION
We may sell Debt Securities to or through one or more underwriters or
dealers, and also may sell Debt Securities directly to other purchasers or
through agents. Such firms may also act as our agents in the sale of Debt
Securities. Only underwriters named in the Prospectus Supplement will be
considered as underwriters of the Debt Securities offered by such Supplement.
We may distribute Debt Securities at different times in one or more
transactions. We may sell Debt Securities at fixed prices, which may change, 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 us or from purchasers of Debt Securities 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. Discounts or commissions they receive and any profit on their
resale of Debt Securities may be considered underwriting discounts and
commissions under the Securities Act of 1933. We will identify any such
underwriter, dealer or agent, and we will describe any such compensation, in the
Prospectus Supplement.
We may agree to indemnify underwriters, dealers and agents who participate
in the distribution of Debt Securities against certain liabilities, including
liabilities under the 1933 Act. We may also agree to contribute to payments
which the underwriters, dealers or agents may be required to make in respect of
such liabilities.
We may authorize dealers or other persons who act as our agents to solicit
offers by certain institutions to purchase Debt Securities from us under
contracts which provide for payment and delivery on a future date. We may enter
into such contracts with commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others. If we enter into such agreements concerning any series of Debt
Securities, we will indicate that in the Prospectus Supplement.
In connection with an offering of Debt Securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
Debt Securities. Specifically, underwriters may over-allot in connection with
the offering, creating a syndicate short position in the Debt Securities for
their own account. In addition, underwriters may bid for, and purchase, Debt
Securities in the open market to cover short positions or to stabilize the price
of the Debt Securities. Finally, underwriters may reclaim selling concessions
allowed for distributing the Debt Securities in the offering if the underwriters
repurchase previously distributed Debt Securities in transactions to cover short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Debt Securities above
independent market levels. Underwriters are not required to engage in any of
these activities and may end any of these activities at any time.
EXPERTS
The consolidated financial statements of Emerson Electric Co. and
subsidiaries as of September 30, 1998 and 1997, and for each of the years in the
three-year period ended September 30, 1998 incorporated by reference herein,
have been incorporated herein in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth estimated expenses in connection with
the issuance and distribution of the securities being registered:
<TABLE>
<S> <C>
Registration Fee ........................... $ 428,120
Printing and Engraving...................... 50,000*
Trustee's Charges .......................... 40,000*
Accounting Fees ............................ 30,000*
Rating Agency Fees ......................... 370,000*
Legal Fees ................................. 150,000*
Miscellaneous .............................. 10,000*
-------------
Total ............................ $ 1,078,120*
==============
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Emerson is a Missouri corporation. Section 351.355(1) of the Revised
Statutes of Missouri provides that a corporation may indemnify a director,
officer, employee or agent of the corporation in any action, suit or proceeding
other than an action by or in the right of the corporation against expenses
(including attorneys' fees), judgments, fines and settlement amounts actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action, had no reasonable cause to believe his conduct was
unlawful. Section 351.355(2) provides that the corporation may indemnify any
such person in any action or suit by or in the right of the corporation against
expenses (including attorneys' fees) and settlement amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any matter in which he has been adjudged
liable for negligence or misconduct in the performance of his duty to the
corporation, unless authorized by the court. Section 351.355(3) provides that a
corporation shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
action, suit or proceeding if he has been successful in defense of such action,
suit or proceeding and if such action, suit or proceeding is one for which the
corporation may indemnify him under Section 351.355(1) or (2). Section
351.355(7) provides that a corporation shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise authorized
under Section 351.355, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of incorporation of the corporation or
any duly adopted amendment thereof or (ii) is authorized, directed or provided
for in any By-Law or agreement of the corporation which has been adopted by a
vote of the shareholders of the corporation, provided that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct.
II-1
<PAGE> 13
At the Annual Meeting of Shareholders held on February 10, 1987, Emerson
shareholders adopted indemnification agreements with the directors of Emerson
and amendments to the Bylaws of Emerson which incorporate indemnity provisions
permitted by Section 351.355(7) described above. The agreements and amended
Bylaws provide that Emerson will indemnify its directors and officers against
all expenses (including attorneys' fees), judgments, fines and settlement
amounts, paid or incurred in any action or proceeding, including any action by
or on behalf of Emerson, on account of their service as a director or officer of
Emerson, any subsidiary of Emerson or any other company or enterprise when they
are serving in such capacities at the request of Emerson, excepting only cases
where (i) the conduct of such person is adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct, (ii) a final court adjudication
shall determine that such indemnification is not lawful, (iii) judgment is
rendered against such person for an accounting of profits made from a purchase
or sale of securities of Emerson in violation of Section 16(b) of the Securities
Exchange Act of 1934 or of any similar statutory law, or (iv) any remuneration
paid to such person is adjudicated to have been paid in violation of law. Such
person shall be indemnified only to the extent that the aggregate of losses to
be indemnified exceeds the amount of such losses for which the director or
officer is insured pursuant to any directors' or officers' liability insurance
policy maintained by Emerson.
The directors and officers of Emerson are insured under a policy of
directors' and officers' liability insurance maintained by Emerson.
ITEM 16. EXHIBITS.
1.1 - Form of Underwriting Agreement Standard Provisions,
incorporated by reference herein to Exhibit 1.1 to the
Registration Statement on Form S-3 (File No. 333-66865) (the
"Prior S-3").
1.2 - Form of Pricing Agreement (included in Exhibit 1.1).
1.3 - Form of Distribution Agreement*
4.1 - Indenture between the Registrant and The Bank of New York,
as Trustee, incorporated by reference herein to Exhibit 4(b)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998.
4.2 - Form of Debt Security, incorporated by reference herein to
Exhibit 4.2 to the Prior S-3.
4.3 - Form of Fixed Rate Medium-Term Note*
4.4 - Form of Floating Rate Medium-Term Note*
5 - Opinion of H. M. Smith, Esq.
12 - Statement re computation of ratios of earnings to fixed
charges incorporated by reference herein to Exhibit 12 to
the Registrant's Quarterly Report on Form 10Q for the
quarter ended March 31, 1999.
23.1 - Consent of H. M. Smith, Esq. (included in Exhibit 5).
23.2 - Consent of KPMG LLP
24 - Powers of Attorney executed by certain of the officers and
directors of the Registrant (included on the signature
page).
25 - Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939, of The Bank of New York, as Trustee, as
previously filed in and incorporated by reference herein to
Exhibit 25 to the Prior S-3.
II-2
<PAGE> 14
* To be filed by a post-effective amendment to the Registration
Statement or incorporated by reference by the filing of a Form 8-K in
the event of an offering requiring such document.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
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 the undertakings set forth in
subparagraphs (i) and (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 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to 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 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.
(5) To file an application for the purpose of determining the eligibility
of the trustee (under any Indenture entered into with a trustee to be
selected) to act under subsection (a) of Section 310 of the Trust Indenture
Act (the "TIA") in accordance with the rules and regulations prescribed by
the Commission under Section 305(b)(2) of the TIA.
II-3
<PAGE> 15
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 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-4
<PAGE> 16
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 the
requirements for filing on Form S-3 and has duly caused this registration
statement and this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
August 3, 1999.
EMERSON ELECTRIC CO.
By: /s/ W.J. Galvin
----------------------------------------------
W.J. Galvin
Senior Vice-President-Finance and
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints W.J. Galvin, W.W. Withers and H.M. Smith, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such 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, or any of them, or their or his
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, which also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-66865, has been signed below on August 3, 1999 by
the following persons in the capacities indicated:
SIGNATURE TITLE
--------- -----
/s/ C. F. Knight Chairman of the Board,
- ------------------------------------
(C. F. Knight) Chief Executive Officer and Director
/s/ W. J. Galvin Senior Vice President - Finance and
- ------------------------------------ Chief Financial Officer
(W. J. Galvin) (Principal Accounting Officer)
/s/ J. G. Berges Director
- ------------------------------------
(J. G. Berges)
/s/ L. L. Browning, Jr. Director
- ------------------------------------
(L. L. Browning, Jr.)
II-5
<PAGE> 17
/s/ A. A. Busch III Director
- ------------------------------------
(A. A. Busch III)
/s/ D. C. Farrell Director
- ------------------------------------
(D. C. Farrell)
/s/ J. A. Frates Director
- ------------------------------------
(J. A. Frates)
/s/ R. B. Horton Director
- ------------------------------------
(R. B. Horton)
/s/ G. A. Lodge Director
- ------------------------------------
(G. A. Lodge)
/s/ V. R. Loucks, Jr. Director
- ------------------------------------
(V. R. Loucks, Jr.)
/s/ R. B. Loynd Director
- ------------------------------------
(R. B. Loynd)
/s/ R. L. Ridgway Director
- ------------------------------------
(R. L. Ridgway)
/s/ R. W. Staley Director
- ------------------------------------
(R. W. Staley)
/s/ A. E. Suter Director
- ------------------------------------
(A. E. Suter)
/s/ G. W. Tamke Co-Chief Executive Officer and
Director
- ------------------------------------
(G. W. Tamke)
/s/ W. M. Van Cleve Director
- ------------------------------------
(W. M. Van Cleve)
/s/ E. E. Whitacre, Jr. Director
- ------------------------------------
(E. E. Whitacre, Jr.)
II-6
<PAGE> 18
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
1.1 - Form of Underwriting Agreement Standard Provisions, incorporated
by reference herein to Exhibit 1.1 to the Registration Statement
on Form S-3 (File No. 333-66865) (the "Prior S-3").
1.2 - Form of Pricing Agreement (included in Exhibit 1.1).
1.3 - Form of Distribution Agreement*
4.1 - Indenture between the Registrant and The Bank of New York, as
Trustee, incorporated by reference herein to Exhibit 4(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.
4.2 - Form of Debt Security, incorporated by reference herein to
Exhibit 4.2 to the Prior S-3.
4.3 - Form of Fixed Rate Medium-Term Note*
4.4 - Form of Floating Rate Medium-Term Note*
5 - Opinion of H. M. Smith, Esq.
12 - Statement re computation of ratios of earnings to fixed charges
incorporated by reference herein to Exhibit 12 to the
Registrant's Quarterly Report on Form 10Q for the quarter ended
March 31, 1999.
23.1 - Consent of H. M. Smith, Esq. (included in Exhibit 5).
23.2 - Consent of KPMG LLP
24 - Powers of Attorney executed by certain of the officers and
directors of the Registrant (included on the signature page).
25 - Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939, of The Bank of New York, as Trustee, as previously filed
in and incorporated by reference herein to Exhibit 25 to the
Prior S-3.
* To be filed by a post-effective amendment to the Registration
Statement or incorporated by reference by the filing of a Form 8-K in
the event of an offering requiring such document.
II-7
<PAGE> 1
EXHIBIT 5
Emerson Electric Co.
8000 W. Florissant
P.O. Box 4100
St. Louis, MO 63136-8506
August 6 , 1999
Emerson Electric Co.
8000 West Florissant Avenue
P. O. Box 4100
St. Louis, MO 63136-8506
Lady and Gentlemen:
I am Assistant General Counsel and Assistant Secretary of Emerson
Electric Co. (the "Company"), and in such capacity I am familiar with the
Registration Statement on Form S-3 to which this opinion is filed as an exhibit
(the "Registration Statement"), which registers under the Securities Act of
1933, as amended (the "Securities Act"), $1,040,000,000 aggregate principal
amount of Debt Securities of the Company (the "Securities") and also
constitutes, pursuant to Rule 429 under the Securities Act, Post-Effective
Amendment No. 1 to Registration Statement No. 333-66865, which previously
registered an additional $460,000,000 of the Securities.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I deemed necessary for the purpose of the
opinion expressed herein.
On the basis of the foregoing, I am of the opinion that the Securities
to which the Registration Statement and such Post-Effective Amendment relate
have been validly authorized and, when issued and sold in accordance with the
Indenture and as contemplated in the Registration Statement, and duly
authenticated by the Trustee, will be legally issued, fully paid and
non-assessable and binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Harley M. Smith
Harley M. Smith
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
Emerson Electric Co.
We consent to the use of our report dated November 2, 1998, on the consolidated
financial statements of Emerson Electric Co. and subsidiaries as of September
30, 1998 and 1997, and for each of the years in the three-year period ended
September 30, 1998, incorporated herein by reference, and to the reference to
our firm under the heading "Experts" in the prospectus.
/S/ KPMG LLP
St. Louis, Missouri
August 5, 1999
