As filed with the Securities and Exchange Commission on August
12, 1998.
Registration No. 333-59939
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
INTEL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-1672743
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2200 Mission College Boulevard,
Santa Clara, California 95052-8119, (408) 765-8080
(Address, including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
F. Thomas Dunlap, Jr., Esq.
INTEL CORPORATION
2200 Mission College Boulevard,
Santa Clara, California 95052-8119, (408) 765-8080
(Name, Address, including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Kenneth R. Lamb, Esq. Mark J. Kneedy, Esq.
Lisa A. Fontenot, Esq. Jonathan A. Koff, Esq.
Gibson, Dunn & Crutcher LLP Chapman and Cutler
One Montgomery Street 111 W. Monroe Street
San Francisco, California 94104 Chicago, Illinois 60603
(415) 393-8200 (312) 845-3000
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the effective date
of this Registration Statement.
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, as amended, or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
- -----------------------------------------------------------------
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
PRELIMINARY SUPPLEMENT TO OFFICIAL STATEMENT AND PROSPECTUS DATED
August 12, 1998
SUBJECT TO COMPLETION, DATED August 12, 1998 NOT A NEW ISSUE
Puerto Rico Industrial, Tourist, Educational, Medical
and Environmental Control Facilities Financing Authority
Adjustable Rate Industrial Revenue Bonds, 1983 Series A
(Intel Corporation Project)
Price: 100% of Principal Amount
(Plus accrued interest, if any, from September 1, 1998)
$
Date of Original Issuance:
September 27, 1983 Due: September 1, 2013
---------------
The securities being offered hereby (the "Remarketed Series A
Bonds"), which constitute a portion of the original issue of
$80,000,000 principal amount of the above-described securities
issued on September 27, 1983 (the "Series A Bonds" or the
"Bonds"), are being remarketed following the election by certain
holders of the Series A Bonds to tender all or a portion of such
holders' Series A Bonds for redemption pursuant to the terms of
the trust agreement under which the Series A Bonds were
originally issued and the election by Intel Corporation ("Intel"
or the "Company") to cause the Series A Bonds so tendered to be
purchased and remarketed by the Underwriter in lieu of such
redemption. See "Introductory Statement" and "Plan of
Remarketing" in the accompanying Official Statement and
Prospectus and "Underwriting" herein. Holders of $--------
aggregate principal amount of the Series A Bonds have elected to
have such Series A Bonds redeemed.
The Series A Bonds are payable solely from, and are secured by, a
pledge of loan payments derived by the Puerto Rico Industrial,
Tourist, Educational, Medical and Environmental Control
Facilities Financing Authority (formerly Puerto Rico Industrial,
Medical and Environmental Pollution Control Facilities Financing
Authority, the "Authority") under a loan agreement between the
Authority and
INTEL CORPORATION [Logo]
The Series A Bonds were originally issued as registered bonds
without coupons in denominations of $5,000 and integral multiples
thereof. Principal of the Series A Bonds is payable at the
corporate trust office of Bankers Trust Company as Trustee in New
York, New York. Interest on the Series A Bonds (due March 1 and
September 1) is paid by check of the Trustee mailed to the
persons in whose name the Series A Bonds are registered on the
Regular Record Date (as described in the accompanying Official
Statement and Prospectus).
The Series A Bonds will bear interest at the rate of 4.25% per
annum from September 1, 1998 to and including August 31, 2003.
The rate of interest to be borne by the Series A Bonds for each
of the two remaining five-year periods thereafter (commencing
September 1, 2003 and September 1, 2008) shall equal the "Series
A Adjusted Interest Rate" (determined as described in the
accompanying Official Statement and Prospectus). Holders of the
Series A Bonds have the right to elect to have their Series A
Bonds redeemed on September 1, 1998 and on September 1, 2003 and
September 1, 2008 at par plus interest accrued to such September
1, in the manner described under "The Bonds--Series A Bonds" in
the accompanying Official Statement and Prospectus. Such
election must be made by delivering such Series A Bonds to the
Trustee between August 1 and August 15 of the year in which the
option is being exercised.
<PAGE>
The Series A Bonds are subject to optional and mandatory
redemption prior to maturity as described herein and in the
accompanying Official Statement and Prospectus.
The Series A Bonds do not constitute an indebtedness of either
the Commonwealth of Puerto Rico or any of its political
subdivisions, and neither the Commonwealth of Puerto Rico nor any
of such political subdivisions shall be liable thereon.
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 SUPPLEMENT TO OFFICIAL STATEMENT
AND PROSPECTUS OR THE ACCOMPANYING OFFICIAL
STATEMENT AND PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------
Price to Public Underwriting Proceeds to
(1) Discounts and Company
Commissions
- ------------ ------------ ------------ ------------
Per Unit % % -
Total $ $ -
- -----------------------------------------------------------------
(1) Plus accrued interest, if any, from September 1, 1998.
The Remarketed Series A Bonds are being offered by NationsBanc
Montgomery Securities LLC (the "Underwriter"), subject to prior
sale, acceptance by the Underwriter and subject to approval of
certain legal matters by Brown & Wood LLP, Bond Counsel; Gibson,
Dunn & Crutcher LLP, counsel to the Company; and Chapman and
Cutler, counsel to the Underwriter, and certain other conditions.
Upon completion of the remarketing, delivery of the Remarketed
Series A Bonds is expected to occur on or about September 1,
1998, against payment therefor, at the offices of the
Underwriter.
NationsBanc Montgomery Securities LLC
The date of this Supplement to Official Statement and Prospectus
is August ---, 1998.
<PAGE> S-2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICE OF THE OFFERED SECURITIES, SPECIFICALLY, THE UNDERWRITER
MAY BID FOR AND PURCHASE THE OFFERED SECURITIES IN THE OPEN
MARKET. SEE "UNDERWRITING."
THE SERIES A BONDS
The Series A Bonds offered hereby are a series of the Bonds
described in the accompanying Official Statement and Prospectus.
The following description of the terms of the Series A Bonds
supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the Series
A Bonds set forth in the Official Statement and Prospectus, to
which description reference is hereby made. Capitalized terms
not otherwise defined herein shall have the meanings given to
them in the Official Statement and Prospectus.
The Series A Bonds are limited to $80,000,000 principal amount
and will mature on September 1, 2013. The Series A Bonds will
bear interest at the rate of 4.25% per annum from September 1,
1998 to and including August 31, 2003. The rate of interest to
be borne by the Series A Bonds for each of the two remaining five-
year periods thereafter (commencing September 1, 2003 and
September 1, 2008) shall equal the "Series A Adjusted Interest
Rate" (determined as described in the accompanying Official
Statement and Prospectus). Holders of the Series A Bonds have
the right to elect to have their Series A Bonds redeemed on
September 1, 1998, September 1, 2003 and September 1, 2008 at par
plus interest accrued to such September 1, and the Series A Bonds
are subject to optional and mandatory redemption by the Company,
in the manner described under "The Bonds--Series A Bonds" in the
accompanying Official Statement and Prospectus. Such election
must be made by delivering such Series A Bonds to the Trustee
between August 1 and August 15 of the year in which the option is
being exercised.
USE OF PROCEEDS
Intel will not receive any proceeds from the sale of the
Remarketed Series A Bonds. Such proceeds will be applied solely
to pay the purchase price for the Remarketed Series A Bonds in an
amount equal to the Series A Tender Redemption Price (as
described in the accompanying Official Statement and Prospectus)
for such Remarketed Series A Bonds.
<PAGE> S-3
UNDERWRITING
Upon the terms and subject to the conditions of the Bond Purchase
and Remarketing Agreement (the "Bond Purchase and Remarketing
Agreement") between the Company and NationsBanc Montgomery
Securities LLC (the "Underwriter"), the Underwriter will agree to
purchase and sell the Remarketed Series A Bonds offered hereby.
The Bond Purchase and Remarketing Agreement will provide that the
obligations of the Underwriter are subject to the approval of
certain legal matters by counsel and the satisfaction of various
other conditions. The Bond Purchase and Remarketing Agreement
will also provide that the Underwriter is committed to purchase
all of the Remarketed Bonds if any Remarketed Series A Bonds are
purchased by the Underwriter.
The Underwriter proposes to offer the Remarketed Series A Bonds
directly to the public at the public offering price set forth on
the cover page of this Supplement to Official Statement and
Prospectus. After the initial public offering, the offering
price and other terms may be changed.
The Underwriter may make a market for the Series A Bonds. The
Underwriter will not be obligated to do so and, if commenced,
such market making may be discontinued at any time.
In connection with the offering, the Underwriter may purchase and
sell the Series A Bonds in the open market. These transactions
may include over-allotment and stabilizing transactions and
purchases to cover short positions created by the Underwriter in
connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or
retarding a decline in the market price of the Remarketed Series
A Bonds, and short positions created by the Underwriter involve
the sale by the Underwriter of a greater number of Series A Bonds
than they are required to purchase in the offering. These
activities may stabilize, maintain or otherwise affect the market
price of the Remarketed Series A Bonds, which may be higher than
the price that might otherwise prevail in the open market; and
these activities, if commenced, may be discontinued at any time.
These transactions may be effected in the over-the-counter market
or otherwise.
The Company will agree to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act.
LEGAL MATTERS
Certain legal matters related to the sale of the Remarketed
Series A Bonds will be passed upon for the Company by Gibson,
Dunn & Crutcher LLP, San Francisco, California and Chapman and
Cutler, Chicago, Illinois for the Underwriter. Certain legal
matters incident to the tax-exempt status of the Remarketed
Series A Bonds will be passed upon by Brown & Wood LLP, New York,
New York, Bond Counsel.
EXPERTS
The consolidated financial statements of Intel Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 27, 1997 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
thereon incorporated therein and herein by reference. Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
PRELIMINARY SUPPLEMENT TO OFFICIAL STATEMENT
AND PROSPECTUS DATED ----------, 1998
SUBJECT TO COMPLETION, DATED ----------, 1998 NOT A NEW ISSUE
Puerto Rico Industrial, Tourist, Educational, Medical
and Environmental Control Facilities Financing Authority
Adjustable Rate Industrial Revenue Bonds, 1983 Series B
(Intel Corporation Project)
Price: 100% of Principal Amount
(Plus accrued interest, if any, from December 1, 1998)
$
Date of Original Issuance:
December 21, 1983 Due: December 1, 2013
---------------
The securities being offered hereby (the "Remarketed Series B
Bonds"), which constitute a portion of the original issue of
$30,000,000 principal amount of the above-described securities
issued on December 21, 1983 (the "Series B Bonds" or the
"Bonds"), are being remarketed following the election by certain
holders of the Series B Bonds to tender all or a portion of such
holders' Series B Bonds for redemption pursuant to the terms of
the trust agreement under which the Series B Bonds were
originally issued and the election by Intel Corporation ("Intel"
or the "Company") to cause the Series B Bonds so tendered to be
purchased and remarketed in lieu of such redemption. See
"Introductory Statement" and "Plan of Remarketing" in the
accompanying Official Statement and Prospectus and "Underwriting"
herein. Holders of $---------- aggregate principal amount of the
Series B Bonds have elected to have such Series B Bonds redeemed.
The Series B Bonds are payable solely from, and are secured by, a
pledge of loan payments derived by the Puerto Rico Industrial,
Tourist, Educational, Medical and Environmental Control
Facilities Financing Authority (formerly Puerto Rico Industrial,
Medical and Environmental Pollution Control Facilities Financing
Authority, the "Authority") under a loan agreement between the
Authority and
INTEL CORPORATION [Logo]
The Series B Bonds were originally issued as registered bonds
without coupons in denominations of $5,000 and integral multiples
thereof. Principal of the Series B Bonds is payable at the
corporate trust office of Bankers Trust Company as Trustee in New
York, New York. Interest on the Series B Bonds (due June 1 and
December 1) is paid by check of the Trustee mailed to the persons
in whose name the Series B Bonds are registered on the Regular
Record Date (as described in the accompanying Official Statement
and Prospectus).
The Series B Bonds will bear interest at the rate of % per
annum from December 1, 1998 to and including November 30, 2003.
The rate of interest to be borne by the Series B Bonds for each
of the two remaining five-year periods thereafter (commencing
December 1, 2003 and December 1, 2008) shall equal the "Series B
Adjusted Interest Rate" (determined as described in the
accompanying Official Statement and Prospectus). Holders of the
Series B Bonds have the right to elect to have their Series B
Bonds redeemed on December 1, 1998, December 1, 2003 and December
1, 2008 at par plus interest accrued to such December 1, in the
manner described under "The Bonds--Series B Bonds" in the
accompanying Official Statement and Prospectus. Such election
must be made by delivering such Series B Bonds to the Trustee
between November 1 and November 15 of the year in which the
option is being exercised.
<PAGE>
The Series B Bonds are subject to optional and mandatory
redemption prior to maturity as described herein and in the
accompanying Official Statement and Prospectus.
The Series B Bonds do not constitute an indebtedness of either
the Commonwealth of Puerto Rico or any of its political
subdivisions, and neither the Commonwealth of Puerto Rico nor any
of such political subdivisions shall be liable thereon.
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 SUPPLEMENT TO OFFICIAL STATEMENT
AND PROSPECTUS OR THE ACCOMPANYING OFFICIAL
STATEMENT AND PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ----------------------------------------------------------------
Price to Public Underwriting Proceeds to
(1) Discounts and Company
Commissions
- ------------ ------------ ------------ ------------
Per Unit % % -
Total $ $ -
- -----------------------------------------------------------------
(1) Plus accrued interest, if any, from December 1, 1998.
The Remarketed Series B Bonds are being offered by ---------- the
"Underwriter"), subject to prior sale, acceptance by the
Underwriter and subject to approval of certain legal matters by
Brown & Wood LLP, Bond Counsel; Gibson, Dunn & Crutcher LLP,
counsel to the Company; and ----------, counsel to the
Underwriter, and certain other conditions. Upon completion of
the remarketing, delivery of the Remarketed Series B Bonds is
expected to occur on or about December 1, 1998, against payment
therefor, at the offices of the Underwriter.
[Underwriter or Underwriters]
The date of this Supplement to Official Statement and Prospectus
is ----------, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICE OF THE OFFERED SECURITIES, SPECIFICALLY, THE UNDERWRITERS
MAY BID FOR AND PURCHASE THE OFFERED SECURITIES IN THE OPEN
MARKET. SEE "UNDERWRITING."
<PAGE> S-2
[THE COMPANY/RECENT DEVELOPMENTS]
[Description of the Company and recent developments concerning
Intel to be inserted here if appropriate]
THE SERIES B BONDS
The Series B Bonds offered hereby are a series of the Bonds
described in the accompanying Official Statement and Prospectus.
The following description of the terms of the Series B Bonds
supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the Series
B Bonds set forth in the Official Statement and Prospectus, to
which description reference is hereby made. Capitalized terms
not otherwise defined herein shall have the meanings given to
them in the Official Statement and Prospectus.
The Series B Bonds are limited to $30,000,000 principal amount
and will mature on December 1, 2013. The Series B Bonds will
bear interest at the rate of -----% per annum from December 1,
1998 to and including November 30, 2003. The rate of interest to
be borne by the Series B Bonds for each of the two remaining five-
year periods thereafter (commencing December 1, 2003 and December
1, 2008) shall equal the "Series B Adjusted Interest Rate"
(determined as described in the accompanying Official Statement
and Prospectus). Holders of the Series B Bonds have the right to
elect to have their Series B Bonds redeemed on December 1, 1998,
December 1, 2003 and December 1, 2008 at par plus interest
accrued to such December 1, and the Series B Bonds are subject to
optional and mandatory redemption by the Company, in the manner
described under "The Bonds--Series B Bonds" in the accompanying
Official Statement and Prospectus. Such election must be made by
delivering such Series B Bonds to the Trustee between November 1
and November 15 of the year in which the option is being
exercised.
USE OF PROCEEDS
Intel will not receive any proceeds from the sale of the
Remarketed Series B Bonds. Such proceeds will be applied solely
to pay the purchase price for the Remarketed Series B Bonds in an
amount equal to the Series B Tender Redemption Price (as
described in the accompanying Official Statement and Prospectus)
for such Remarketed Series B Bonds.
UNDERWRITING
Upon the terms and subject to the conditions of the Bond Purchase
and Remarketing Agreement (the "Bond Purchase and Remarketing
Agreement") between the Company and ---------- (the
"Underwriter"), the Underwriter will agree to purchase and sell
the Remarketed Series B Bonds offered hereby.
The Bond Purchase and Remarketing Agreement will provide that the
obligations of the Underwriter are subject to the approval of
certain legal matters by counsel and the satisfaction of various
other conditions. The Bond Purchase and Remarketing Agreement
will also provide that the Underwriter is committed to purchase
all of the Remarketed Series B Bonds if any Remarketed Series B
Bonds are purchased by the Underwriter.
The Underwriter proposes to offer the Remarketed Series B Bonds
directly to the public at the public offering price set forth on
the cover page of this Supplement to Official Statement and
Prospectus. After the initial public offering, the offering
price and other terms may be changed.
The Underwriter may make a market for the Series B Bonds. The
Underwriter will not be obligated to do so and, if commenced,
such market making may be discontinued at any time.
[Description of any Underwriter relationship with respect to the
Government Development Bank for Puerto Rico, the Commonwealth and
any instrumentalities thereof]
[Description of any over-allotment and stabilization activities
of the Underwriter]
The Company will agree to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act.
<PAGE> S-3
LEGAL MATTERS
Certain legal matters related to the sale of the Remarketed
Series B Bonds will be passed upon for the Company by Gibson,
Dunn & Crutcher LLP, San Francisco, California and ---------- for
the Underwriter. Certain legal matters incident to the tax-
exempt status of the Remarketed Series B Bonds will be passed
upon by Brown & Wood LLP, New York, New York, Bond Counsel.
EXPERTS
The consolidated financial statements of Intel Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 27, 1997 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
thereon incorporated therein and herein by reference. Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
PRELIMINARY OFFICIAL STATEMENT AND PROSPECTUS
SUBJECT TO COMPLETION, DATED AUGUST 12, 1998 NOT A NEW ISSUE
Puerto Rico Industrial, Tourist, Educational, Medical
and Environmental Control Facilities Financing Authority
Adjustable Rate Industrial Revenue Bonds, 1983 Series A and B
(Intel Corporation Project)
Price: 100% of Principal Amount
(Plus accrued interest, if any, from
September 1, 1998 or December 1, 1998, respectively)
---------------
The securities being offered hereby (the "Remarketed Bonds"),
which constitute a portion of the original issue of the above-
described securities, $80,000,000 principal amount of which were
issued on September 27, 1983 (the "Series A Bonds") and
$30,000,000 principal amount of which were issued on December 21,
1983 (the "Series B Bonds," and collectively with the Series A
Bonds, the "Bonds"), are being remarketed following the election
by certain holders of the Bonds to tender all or a portion of
such holders' Bonds for redemption pursuant to the terms of the
trust agreements under which the Bonds were originally issued and
the election by Intel Corporation ("Intel" or the "Company") to
cause the Bonds so tendered to be purchased and remarketed in
lieu of such redemption. See "Introductory Statement" and "Plan
of Remarketing." The Remarketed Bonds are being offered in
amounts, at prices and on terms to be set forth in supplements to
this Official Statement and Prospectus.
The Bonds are payable solely from, and are secured by, a pledge
of loan payments derived by the Puerto Rico Industrial, Tourist,
Educational, Medical and Environmental Control Facilities
Financing Authority (formerly Puerto Rico Industrial, Medical and
Environmental Pollution Control Facilities Financing Authority,
the "Authority") under loan agreements between the Authority and
INTEL CORPORATION [Logo]
The Bonds were originally issued as registered bonds without
coupons in denominations of $5,000 and integral multiples
thereof. Principal of the Bonds is payable at the corporate
trust office of Bankers Trust Company as Trustee in New York, New
York. Interest on the Series A Bonds (due March 1 and September
1) and Series B Bonds (due June 1 and December 1) is paid by
check of the Trustee mailed to the persons in whose name the
Bonds are registered on the Regular Record Date (as described
herein).
The Series A Bonds will bear interest at the "Series A Adjusted
Interest Rate" (determined as described herein) from September 1,
1998 to August 31, 2003, and the Series A Adjusted Interest Rate
will be reset as described herein on September 1, 2003 and
September 1, 2008. The Series B Bonds will bear interest at the
"Series B Adjusted Interest Rate" (determined as described
herein) from December 1, 1998 to November 30, 2003, and the
Series B Adjusted Interest Rate will be reset as described herein
on December 1, 2003 and December 1, 2008. Holders of the Bonds
have the right to elect to have their Bonds redeemed on September
1, 1998 for the Series A Bonds or December 1, 1998 for the Series
B Bonds and on such date of every fifth year thereafter to and
including such date in 2008 (each an "Optional Redemption Date")
at par plus interest accrued to such Optional Redemption Date, in
the manner described herein. Such election must be made by
delivering such Bonds to the Trustee between August 1 and August
15 in the case of the Series A Bonds, or between November 1 and
November 15 in the case of the Series B Bonds, of the year in
which the option is being exercised.
The Bonds are subject to optional and mandatory redemption prior
to maturity as described herein.
<PAGE>
The Bonds do not constitute an indebtedness of either the
Commonwealth of Puerto Rico or any of its political subdivisions,
and neither the Commonwealth of Puerto Rico nor any of such
political subdivisions shall be liable thereon.
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 OFFICIAL STATEMENT AND PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Dated: ----------, 1998
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports and other information with
the Securities and Exchange Commission (the "Commission").
Reports, proxy and information statements and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street N.W., Judiciary Plaza, Washington, DC 20549, and at
certain of its Regional Offices located at: Seven World Trade
Center, New York, New York 10048, and 500 West Madison Street,
Chicago. Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth
Street N.W., Judiciary Plaza, Washington, DC 20549 at prescribed
rates and its public reference facilities in New York, New York
and Chicago, Illinois on payment of prescribed charges. In
addition, the Company is required to file electronic versions of
these documents with the Commission through the Commission's
Electronic Data Gathering, Analysis and Retrieval ("EDGAR")
system. The Commission maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically via EDGAR with the Commission. The Company's
Common Stock is quoted on the Nasdaq National Market, and such
reports, proxy and information statements and other information
concerning the Company can also be inspected at the offices of
The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington,
DC 20006.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to the Remarketed Bonds. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission and the exhibits
relating thereto, which have been filed with the Commission.
Copies of the Registration Statement and the exhibits are on file
at the offices of the Commission and may be obtained upon payment
of the fees prescribed by the Commission, or examined without
charge at the public reference facilities of the Commission
described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended
December 27, 1997, the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 28, 1998 and June 27, 1998 and the
Company's Current Reports on Form 8-K filed with the Commission
on January 1, 1998, March 5, 1998, March 6, 1998, April 15, 1998,
and July 16, 1998 are incorporated in this Prospectus by
reference and made a part hereof.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Official Statement
and Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Official Statement and Prospectus.
The Company will provide without charge to each person, including
any beneficial owner, to whom a copy of the Official Statement
and Prospectus has been delivered, and who makes a written or
oral request, a copy of any and all of the foregoing documents
incorporated by reference in the Registration Statement,
excluding exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents.
Requests should be directed to: F. Thomas Dunlap, Esq.,
Secretary, Intel Corporation, 2200 Mission College Boulevard.
Santa Clara, California 95052-8119 (telephone number: (408) 765-
8080).
<PAGE> 3
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICES OF THE OFFERED SECURITIES. SPECIFICALLY, THE UNDERWRITERS
MAY BID FOR AND PURCHASE THE OFFERED SECURITIES IN THE OPEN
MARKET.
No dealer, salesman or other person has been authorized to give
any information or to make any representations other than those
contained in this Official Statement and Prospectus (including
the material incorporated herein by reference) and, if given or
made, such information or representations must not be relied upon
as having been authorized by the Authority, Intel or the
Underwriter. This Official Statement and Prospectus relates only
to the Remarketed Bonds offered hereby and may not be used or
relied on in connection with any other offer or sale of
securities of the Company. Neither the delivery of this Official
Statement and Prospectus nor any sale made hereunder shall under
any circumstances create an implication that there has been no
change in the affairs of the Authority or Intel since the date
hereof. This Official Statement and Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
the securities covered by this Official Statement and Prospectus
by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
INTRODUCTORY STATEMENT
This Official Statement and Prospectus is being provided to
furnish information in connection with the remarketing of certain
Adjustable Rate Industrial Revenue Bonds, l983 Series A and
Series B (Intel Corporation Project) originally issued by the
Authority on September 27, 1983 and December 21, 1983,
respectively. The Remarketed Bonds being offered hereby
constitute a portion of the $80,000,000 original issue of Series
A Bonds issued by the Authority pursuant to a trust agreement
dated as of September 1, 1983 (the "Series A Trust Agreement") or
the $30,000,000 original issue of Series B Bonds issued by the
Authority pursuant to a trust agreement dated as of December 1,
1983 (the "Series B Trust Agreement" and collectively with the
Series A Trust Agreement, the "Trust Agreements"), both between
the Authority and Bankers Trust Company, as Trustee (the
"Trustee"). The proceeds of the Bonds were loaned to the Company
pursuant to loan agreements between the Company and the Authority
dated as of September 1, 1983 (the "Series A Loan Agreement") and
December 1, 1983 (the "Series B Loan Agreement" and collectively
with the Series A Loan Agreement, the "Loan Agreements"),
respectively. Effective September 1, 1998, as contemplated by
the Series A Trust Agreement, the interest rate on the Series A
Bonds will be adjusted, and effective December 1, 1998, as
contemplated by the Series B Trust Agreement, the interest rate
on the Series B Bonds will be adjusted.
<PAGE> 4
THE COMPANY
Intel Corporation (together with its subsidiaries, unless the
context otherwise requires, "Intel" or the "Company") designs,
develops, manufactures and markets computer components and
related products at various levels of integration. Intel's
principal components consist of silicon-based semiconductors
etched with complex patterns of transistors. Many of these
integrated circuits can perform the functions of millions of
individual transistors, diodes, capacitors and resistors.
The Company's major products include microprocessors, chipsets,
graphics products, embedded processors and microcontrollers,
flash memory products, network and communications products,
conferencing products and digital imaging products. Intel sells
its products to original equipment manufacturers (OEMs) of
computer systems and peripherals; PC users, who buy Intel's PC
enhancements, business communications products and networking
products through reseller, retail and OEM channels; and other
manufacturers, including makers of a wide range of industrial and
telecommunications equipment.
A microprocessor is the central processing unit (CPU) of a
computer system. It processes system data and controls other
devices in the system, acting as the brains of a computer.
Intel's developments in the area of semiconductor design and
manufacturing have made it possible to decrease the feature size
of circuits etched into silicon. This permits a greater number of
transistors to be used on each microprocessor die, and a greater
number of microprocessors to be placed on each silicon wafer. The
result is smaller, faster microprocessors that consume less power
and cost less to manufacture. Intel's flagship microprocessors
include: the Pentium(R) II processor, a high performance
processor for desktop, mobile, server and workstation systems;
the Intel(R) Celeron(TM) processor, a processor providing a base
level of functionality for entry-level desktop computing
requirements, the recently introduced Pentium(R) II Xeon(TM)
processor and the Pentium(R) Pro processor, high performance
processors designed for server and workstation systems; and the
Pentium(R) processor with MMX(TM) technology, the first processor
to incorporate Intel's media enhancement technology for improved
performance on media-rich applications.
Chipsets perform essential logic functions surrounding the CPU
and support and extend the graphic, video and other capabilities
of Intel(R) processor-based computer systems. The Company's core-
logic chipsets support incremental performance, ease-of-use and
new capabilities for systems based on the Company's
microprocessors. Intel's graphics products are designed to
enhance visual computing, providing higher-performance three
dimensional graphics, two dimensional graphics and video
capabilities. Embedded products such as microprocessors,
microcontrollers and memory components are used in products such
as industrial PCs, point-of-sales terminals, telecommunications
equipment, automobile engine and braking systems, hard disk
drives, laser printers, input/output control modules, home
appliances, factory automation control products and medical
instrumentation. Flash memory products retain information when
the power is off, and provide easily reprogrammable memory for
computers, mobile phones and many other products. Intel's
networking and communication products are designed to help reduce
the total cost of networked business computing by providing high-
bandwidth communications to PC desktop and server systems, and
making it easier for local area network (LAN) administrators to
install and manage their systems. Intel's conferencing and
digital imaging products include video and data conferencing
products for the desktop and meeting rooms, and products such as
the Intel Create & Share(TM) camera pack, a PC communications,
photo and video editing package.
The Company conducts worldwide operations principally in the
United States, Israel, Western Europe, the Asia Pacific region
and Japan. At June 27, 1998, the Company employed approximately
66,700 people worldwide. The Company's principal executive
offices are located at 2200 Mission College Boulevard, Santa
Clara, California 95052, and its telephone number there is (408)
765-8080.
<PAGE> 5
RATIOS OF EARNINGS TO FIXED CHARGES
Six
Years Ended Months
Ended
- -------- -------- -------- -------- -------- --------
Dec. 25, Dec. 31, Dec. 30, Dec. 28, Dec. 27, June 27,
1993 1994 1995 1996 1997 1998
- -------- -------- -------- -------- -------- --------
54x 39x 68x 108x 206x 139x
USE OF PROCEEDS
Intel will not receive any proceeds from the sale of the
Remarketed Bonds. Such proceeds will be applied solely to pay
the purchase prices for the Remarketed Bonds in an amount equal
to the Series A Tender Redemption Price (as described under "The
Bonds--Series A Bonds--Redemption at the Option of the Holder")
or the Series B Tender Redemption Price (as described under "The
Bonds--Series B Bonds--Redemption at the Option of the Holder"),
respectively.
The Authority loaned the proceeds of the initial sale of the
Bonds to the Company. The Company used approximately $70,000,000
of the Bond proceeds to pay a portion of the costs (including
financing costs) of the acquisition, construction and equipping
of manufacturing and support facilities in Las Piedras, Puerto
Rico, by wholly owned subsidiaries of the Company (the
"Project"). The Company used approximately $40,000,000 of the
Bond proceeds to refund principal and accrued interest on a prior
bond issuance of 9-1/2% Industrial Revenue Bonds, 1982 Series A
(Intel Corporation Project), in the principal amount of
$40,000,000 due March 1, 1987 (the "1982 Bonds"). The 1982 Bonds
were issued to provide initial financing for a portion of the
costs of the Project.
<PAGE> 6
THE AUTHORITY
The Authority
Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority (formerly
Puerto Rico Industrial, Medical and Environmental Pollution
Control Facilities Financing Authority, the "Authority") is a
body corporate and politic constituting a public corporation and
governmental instrumentality of Puerto Rico. The Legislature of
Puerto Rico determined that the development and expansion of
commerce, industry, health services and education within Puerto
Rico are essential to the economic growth of Puerto Rico and to
attain full employment and preserve the health, welfare, safety
and prosperity of all its citizens. The Legislature also
determined that adequate higher educational facilities were
needed for the academic training and improvement of the citizens
of Puerto Rico. The Authority was created under Act No. 121 of
the Legislature of Puerto Rico, approved June 27, 1977, as
amended (the "Act"), for the purpose of promoting the economic
development, health, welfare and safety of the citizens of Puerto
Rico. The Authority is authorized to borrow money through the
issuance of revenue bonds and to loan the proceeds thereof to
finance the acquisition, construction and equipping of
industrial, tourist, medical, educational, pollution control and
solid waste disposal facilities. Any such bonds, other than the
Bonds, would be issued pursuant to trust agreements or
resolutions separate from and unrelated to the Trust Agreements
and would be payable from sources other than payments under the
Loan Agreements. The Authority has no taxing power.
The offices of the Authority are located at Government
Development Bank for Puerto Rico, Minillas Government Center,
Santurce, Puerto Rico 00940. The Authority's telephone number is
(787) 722-4060.
Governing Board
The Act provides that the governing board of the Authority (the
"Governing Board") shall consist of seven members. The President
of Government Development Bank for Puerto Rico (the "Bank"), the
Executive Director of the Puerto Rico Industrial Development
Company, the Executive Director of Puerto Rico Aqueduct and Sewer
Authority, the President of the Puerto Rico Environmental Quality
Board and the Executive Director of the Puerto Rico Tourism
Company are each ex officio members of the Governing Board. The
remaining two members of the Governing Board are appointed by the
Governor of the Commonwealth of Puerto Rico (the "Commonwealth")
for terms of four years. The following individuals are the
current members of the Governing Board:
Name Position Term Occupation
- ---- -------- ---- ----------
Marcos Rodriguez- Chairman Indefinite President,
Ema Government
Development Bank
for Puerto Rico
Jaime Morgan Member Indefinite Executive
Stubbe Director, Puerto
Rico Industrial
Development
Company
Perfecto Ocasio Member Indefinite Executive
Director, Puerto
Rico Aqueduct and
Sewer Authority
Hector Russe- Member Indefinite President, Puerto
Martinez Rico
Environmental
Quality Board
Jorge Davila Member Indefinite Executive
Torres Director, Puerto
Rico Tourism
Company
Jose Salas Soler Member October 22, 2001 Attorney-at-Law
James Thordsen Member June 27, 2002 President, James
Thordsen, Inc.
The Act provides that the affirmative vote of four members is
sufficient for any action taken by the Governing Board.
<PAGE> 7
The following individuals are currently officers of the
Authority:
Lourdes Rovira Rizek, Executive Director of the Authority, is
also Executive Vice President of the Bank. Ms. Rovira Rizek has
been associated with the Bank since 1996. She received a
bachelor's degree in Business Administration from the University
of Puerto Rico in 1972. Prior to her appointment at the Bank,
she was the chief financial officer of the University of Puerto
Rico system.
Velmarie Berlingeri, Assistant Executive Director of the
Authority, is also a Vice President of the Bank. Ms. Berlingeri
has been associated with the Bank since 1993. She received a
Bachelor of Science in Business Administration degree from the
University of Puerto Rico in 1982. Prior to her appointment, she
worked in the investment area of a major private sector
corporation in Puerto Rico.
Delfina Betancourt-Capo, Secretary and General Counsel of the
Authority, is also Senior Vice President and General Counsel of
the Bank. Ms. Betancourt has been associated with the Bank since
1987. She received a law degree from Cornell University in 1982.
Outstanding Revenue Bonds and Notes of the Authority
As of December 31, 1997, the Authority had revenue bonds and
notes issued and outstanding in the principal amount of
approximately $2.2 billion. All such bond and note issues, other
than the Bonds, have been authorized and issued pursuant to trust
agreements or resolutions separate from and unrelated to the
Trust Agreements and are payable from sources other than the
payments under the Loan Agreements.
Under the Act, the Authority may issue additional bonds and notes
from time to time to finance industrial, tourist, educational,
medical, environmental control or solid waste facilities.
However, any such bonds and notes would be authorized and issued
pursuant to other trust agreements or resolutions separate from
and unrelated to the Trust Agreements and would be payable from
sources other than the payments under the Loan Agreements.
Government Development Bank for Puerto Rico
As required by Act No. 272 of the Legislature of Puerto Rico,
approved May 15, 1945, as amended, the Government Development
Bank for Puerto Rico (the "Bank") has acted as a financial
advisor to the Authority in connection with the issuance and sale
of the Bonds. Certain underwriters have been selected by the
Bank to serve from time to time as underwriters of its
obligations and the obligations of the Commonwealth, its
instrumentalities and public corporations or participate in other
financial transactions with the Bank. See "Underwriting" in the
applicable Supplement to this Official Statement and Prospectus.
The Bank is a public corporation with varied governmental
financial functions. Its principal functions are to act as
financial advisor to and fiscal agent for the Commonwealth, its
municipalities and its public corporations in connection with the
issuance of bonds and notes and to make advances to public
corporations.
<PAGE> 8
The descriptions and summaries under the captions "The Bonds",
"The Loan Agreements" and "The Trust Agreements" do not purport
to be complete and are subject to and qualified by reference to
the provisions of the Loan Agreements and Trust Agreements,
copies of which have been filed with the Commission and are
incorporated by reference as exhibits to the Registration
Statement of which this Official Statement and Prospectus is a
part. Capitalized terms used in these summaries and not defined
herein have the same meanings as in such documents.
THE BONDS
SERIES A BONDS
The Series A Bonds were issued in an aggregate principal amount
of $80,000,000. The Series A Bonds are dated September 1, 1983
and will mature on September 1, 2013. Interest on the Series A
Bonds is payable semiannually on March 1 and September 1 of each
year, by check mailed to the persons who are registered holders
thereof at the close of business on the preceding February 15 or
August 15 (each a "Regular Record Date"), as the case may be.
The Series A Bonds bear interest at the rate per annum set forth
on the cover page of the applicable Supplement to this Official
Statement and Prospectus through August 31, 2003, and thereafter
as described below under "Adjustment of Interest Rate." The
principal of the Series A Bonds will be payable at the corporate
trust office of the Trustee in New York, New York.
The Series A Bonds were issued as registered bonds without
coupons in denominations of $5,000 or any integral multiple
thereof. The transfer of any Series A Bond may be registered at
the corporate trust office of the Trustee in New York, New York.
The Authority or the Trustee may make a reasonable charge for
such registration of transfer sufficient to reimburse it for the
preparation of each new Series A Bond and for any tax, fee or
other governmental charge required to be paid by the holder
requesting the transfer as a condition precedent to the exercise
of the privilege. Neither the Authority nor the Trustee is
required to make an exchange or register a transfer (other than a
registration of transfer to the Company or its assignees in
connection with a purchase in lieu of a redemption at the option
of a holder as described herein) of any Series A Bond during the
15 days prior to the date the Trustee first gives notice of
redemption or after such Series A Bond or portion thereof has
been selected for redemption.
Adjustment of Interest Rate
The adjusted interest rate (the "Series A Adjusted Interest
Rate") for each five-year period commencing on September 1, 1998,
September 1, 2003 and September 1, 2008 will be a rate
established by the Company on the August 1 or, if such August 1
is not a business day, on the next succeeding business day (the
"Series A Determination Date") preceding each such September 1
which, in the judgment of the Company, such judgment to be
exercised in its sole discretion, would have resulted in the sale
of the Series A Bonds at par on the Series A Determination Date;
provided, however, that the Series A Adjusted Interest Rate shall
not be less than the interest rate established by Standard &
Poor's J.J. Kenny through its index for prime five-year municipal
obligations as of a date not more than 30 days prior to the
Series A Determination Date. If such index is unavailable, then
the Company and the Authority shall by written agreement
establish an alternative method for determining the minimum
Series A Adjusted Interest Rate, which alternative method may be
changed from time to time by written agreement between the
Company and the Authority if the chosen alternative becomes
unavailable. In no event shall the Series A Adjusted Interest
Rate exceed the maximum rate permitted by law, even if such
maximum rate is less than the minimum Series A Adjusted Interest
Rate determined as described above.
On or before the August 2 or, if such August 2 is not a business
day, on the next succeeding business day following each Series A
Determination Date, the Company will notify the Trustee of the
Series A Adjusted Interest Rate for the five-year period
commencing on the next succeeding September 1. The Trustee will
cause notice of such Series A Adjusted Interest Rate to be mailed
by first-class mail to each Bondholder on or before the third
business day following such Series A Determination Date.
<PAGE> 9
Redemption at the Option of the Holder
Bondholders have the option to have their Series A Bonds redeemed
in whole or in part (in integral multiples of $5,000) by the
Trustee (unless purchased by the Company or its assignee as
provided below) on September 1, 1998, September 1, 2003 and
September 1, 2008 (each being a "Series A Tender Redemption
Date"), at 100% of the principal amount thereof (the "Series A
Tender Redemption Price") plus accrued interest to the Series A
Tender Redemption Date, without premium. All Series A Bonds to
be so redeemed must be delivered to the corporate trust office of
the Trustee in New York, New York, between 10:00 A.M., New York
time, on August 1 and 4:00 P.M., New York time, on August 15 or,
if such August 15 is not a business day, on the next succeeding
business day preceding any Series A Tender Redemption Date, with
a properly completed and signed "Option to Elect Repayment" in
the form attached to each such Series A Bond.
The Trustee's determination, in its sole discretion, as to
whether an Option to Elect Repayment has been properly completed,
executed and delivered shall be binding on the Company, and any
assignee of the Company, the Authority and the Bondholder. The
delivery of a Series A Bond shall be irrevocable and binding upon
the Bondholder.
The Company or its assignee has the right, at any time during the
10-day period prior to a Series A Tender Redemption Date, to
elect to purchase on the Series A Tender Redemption Date, at a
price equal to the Series A Tender Redemption Price, all or any
part (in integral multiples of $5,000) of the Series A Bonds
which are properly delivered to the Trustee for redemption. As a
condition to the exercise of its right to purchase such Series A
Bonds, the Company or its assignee must deposit with the Trustee
moneys, designated by the Company to be used for the purchase of
Series A Bonds, in an amount sufficient to pay such purchase
price.
Payment of the Series A Tender Redemption Price or the purchase
price to a holder delivering Series A Bonds shall be made by
check mailed by the Trustee to the address appearing on the
Option to Elect Repayment. Accrued interest will be paid in the
same manner as regular interest payments.
Series A Bonds purchased by the Company or its assignee will
remain outstanding under the Series A Trust Agreement and may be
held, resold, delivered to the Trustee for cancellation or
otherwise disposed of by the Company upon terms and conditions
established by the Company.
Redemption at the Option of the Company
The Series A Bonds are subject to redemption prior to maturity at
the option of the Company in whole or in part on September 1,
1998, September 1, 2003 and September 1, 2008, at 100% of the
principal amount thereof plus accrued interest to the redemption
date.
Extraordinary Optional Redemption
The portion of the Series A Bonds allocable to a Phase of the
Project (as defined in the Series A Loan Agreement) will be
subject to redemption prior to maturity at the option of the
Company at any time at 100% of the principal amount thereof plus
accrued interest to the redemption date in the event that:
(a) Such Phase shall have been damaged or destroyed to
such an extent that in the opinion of this Company it cannot
be reasonably restored or repaired within a period of six
months, or the Company is thereby prevented or will likely
be prevented from causing its normal operation for a period
of six months or more, or its restoration and repair would
not be economically feasible; or
(b) Use or control of such Phase shall have been taken
under the exercise of the power of eminent domain to such an
extent that the Company is, or in its opinion would likely
be, thereby prevented from causing the normal operation of
such Phase for a period of six months or more; or
(c) As a result of any change in the Constitution or
laws of the United States of America or the Commonwealth or
of legislative or administrative action of the United States
of
<PAGE> 10
America or the Commonwealth or any political subdivision of
the Commonwealth, or any judicial action or regulatory
action or inaction, in the opinion of the Company, the
Series A Loan Agreement or the Series A Trust Agreement, or
any material provision thereof, shall have become void or
unenforceable or impossible of performance in any material
respect, use or occupancy of all or a significant part of
such Phase shall have been legally curtailed for six months
or more, or unreasonable burdens or excessive liabilities
with respect to such Phase or the Series A Bonds shall have
been imposed; or
(d) Changes in the economic availability of materials,
supplies, labor, equipment and other properties and things
necessary for the efficient operation of such Phase shall
have occurred, or technological, legal or other changes
shall have occurred, any of which, in the opinion of the
Company, renders the continued operation of such Phase
impractical or not economically feasible.
The portion of the Series A Bonds allocable to a Phase of the
Project shall be the amount of Series A Bond proceeds and
proceeds of the 1982 Bonds expended on such Phase. The Company
must exercise its option to redeem Series A Bonds pursuant to the
preceding paragraph within 180 days after the occurrence of the
event giving rise to such option.
Extraordinary Mandatory Redemption
The Series A Bonds are subject to mandatory redemption at any
time, in whole (or in part, if such partial redemption will
preserve the exemption from Federal income taxation of interest
on such Series A Bonds), at a redemption price equal to the
principal amount thereof, without premium, plus accrued interest
to the redemption date, upon a determination that, through a
final judgment or decree of a court of competent jurisdiction or
assessment by the Internal Revenue Service, the interest payable
on any Series A Bond must be included for Federal income tax
purposes in the gross income of any holder of such Series A Bond
as a result of a change in the legal status of the Commonwealth
or of a failure by the Company to observe any covenant,
agreement, representation or warranty in the Series A Loan
Agreement; provided, however, that no decree or judgment by any
court or assessment by the Internal Revenue Service shall be
considered final unless the Bondholder or Bondholders involved in
such proceeding (i) give the Company prompt notice of the
commencement thereof and (ii) offer the Company the opportunity
to control the proceeding, provided the Company agrees to pay all
expenses in connection therewith and to indemnify such Bondholder
or Bondholders against all liabilities in connection therewith,
and unless such proceeding shall not be subject to a further
right of appeal. Any such redemption shall be made within 180
days from the date of such final decree, judgment or assessment.
If the construction or operation of any Phase of the Project
ceases, then the portion of the Series A Bonds allocable to such
Phase (as described below) will be subject to mandatory
redemption at 100% of the principal amount thereof plus interest
accrued to the redemption date, which shall be any date selected
by the Company occurring not more than 180 days after cessation
of construction or operation of such Phase.
A cessation of construction or operation of a Phase of the
Project shall not be deemed to have occurred (i) until receipt by
the Trustee of written notice from the Authority stating that at
least 30 days have elapsed since written notice has been given to
the Company by the Authority that construction or operation of
such Phase has ceased and the Company has not demonstrated to the
satisfaction of the Authority that such Phase is being
constructed or operated as Industrial Facilities within the
meaning of the Act or the Company is, in good faith, seeking to
cause the resumption of an economically reasonable construction
or operation of such Phase as Industrial Facilities, or (ii)
until receipt by the Authority and the Trustee of written notice
from the Company stating that construction or operation of such
Phase has ceased and that the Company has no present intention of
causing the resumption of construction or operation of such Phase
as Industrial Facilities or of seeking, in good faith, to cause
the resumption of an economically reasonable construction or
operation of such Phase as Industrial Facilities. Cessation of
construction or operation of the Project as a result of Force
Majeure (as defined in the Series A Loan Agreement) shall not
give rise to a mandatory redemption during the continuance
thereof including a reasonable time for the removal of the effect
thereof.
The applicable portion of the Series A Bonds to be redeemed upon
cessation of construction or operation of a Phase of the Project
shall equal (i) the amount of Series A Bond proceeds and proceeds
of the 1982 Bonds
<PAGE> 11
expended on the Phase of the Project, the construction or
operation of which has ceased, less (ii) such amount as the
Company or any of its subsidiaries has expended since the date of
the execution and delivery of the loan agreement relating to the
1982 Bonds, or thereby undertakes to expend, to provide
Industrial Facilities in the Commonwealth from other than the
proceeds of bonds or notes of the Authority, all as set forth at
the option of the Company in a certificate delivered to the
Authority and the Trustee and less (iii) the principal amount of
Series A Bonds theretofore redeemed, provided that the amounts
described in (ii) and (iii) have not previously been used in
determining the applicable amount of Series A Bonds required to
be redeemed upon cessation of construction or operation of a
Phase of the Project.
Notice of Redemption; Partial Redemption
Notice of any redemption (other than a redemption at the option
of a holder) of the Series A Bonds shall be mailed to Bondholders
at least 25 days before the redemption date. Any notice of a
redemption of Series A Bonds at the option of the Company may
state that the redemption is conditioned upon receipt of moneys
for such redemption by the Trustee prior to the redemption date
and that if such moneys are not received, the redemption of the
Series A Bonds for which notice was given shall not be made.
If less than all the Series A Bonds are called for redemption,
the particular Series A Bonds to be redeemed shall be selected by
the Trustee by lot or by such other equitable method as the
Trustee shall deem fair and appropriate. For purposes of such
selection, each Series A Bond shall be treated as representing
the number of Series A Bonds obtained by dividing the principal
amount of such Series A Bond by $5,000. If part of a Series A
Bond is called for redemption, the Trustee shall deliver, without
charge, a new Series A Bond representing the unredeemed portion
to the holder thereof.
Presentment for Payment
Interest on Series A Bonds called for redemption ceases to accrue
on the redemption date if sufficient funds for payment of such
redemption are on deposit with the Trustee. If any Series A
Bonds are not properly presented for payment on the date fixed
for their redemption or if any bonds are not properly presented
for payment when due, the holders of such Series A Bonds will
thereafter be restricted to funds held by the Trustee for such
redemption or payment for the satisfaction of any claim relating
to such Series A Bonds. After two years, such moneys shall be
paid to the Company and the holders shall thereafter look only to
the Company for payment.
Security for the Series A Bonds
The Authority, in the Series A Trust Agreement, assigned and
pledged to the Trustee for the benefit of the Bondholders the
Authority's right, title and interest in the Series A Loan
Agreement, subject to the Authority's retention of certain rights
(including the right to collect moneys payable to the Authority
which are not received in respect of repayment of the loan), as
security for the payment of the Series A Bonds and the interest
thereon and as security for the satisfaction of any other
obligation assumed in connection with the Series A Bonds.
The Series A Bonds are limited obligations of the Authority and,
except to the extent payable from Series A Bond proceeds and the
investment thereof, will be payable solely from and secured by a
pledge and assignment of the amounts payable in repayment of the
loan made by the Authority to the Company.
The Series A Bonds are not secured by any mortgage or other
security interest in the Project or any property of the Company
or its subsidiaries.
SERIES B BONDS
The Series B Bonds were issued in an aggregate principal amount
of $30,000,000. The Series B Bonds are dated December 1, 1983
and will mature on December 1, 2013. Interest on the Series B
Bonds is payable semiannually on June 1 and December 1 of each
year, by check mailed to the persons who are registered holders
thereof at the close of business on the preceding May 15 or
November 15 (each a "Regular Record Date"), as the case may be.
The Series B Bonds will bear interest at the rate per annum set
forth on the cover page of the applicable Supplement to this
Official Statement and Prospectus through November 30, 2003, and
thereafter as
<PAGE> 12
described below under "Adjustment of Interest Rate". The
principal of the Series B Bonds will be payable at the corporate
trust office of the Trustee in New York, New York. In lieu of
payment of principal or interest by check, the Trustee may agree
to make such payment to any institutional holder of all the
Series B Bonds by other means acceptable to the Trustee and such
holder.
The Series B Bonds were issued as registered bonds without
coupons in denominations of $5,000 or any integral multiple
thereof. The transfer of any Series B Bond may be registered at
the corporate trust office of the Trustee in New York, New York.
The Authority or the Trustee may make a reasonable charge for
such registration of transfer sufficient to reimburse it for the
preparation of each new Series B Bond and any tax or other
governmental charge required to be paid by the holder requesting
the transfer as a condition precedent to the exercise of the
privilege. Neither the Authority nor the Trustee is required to
make an exchange or register a transfer (other than a
registration of transfer to the Company or its assignees in
connection with a purchase in lieu of a redemption at the option
of a holder as described herein) of any Series B Bond during the
15 days prior to the date the Trustee first gives notice of
redemption or after such Series B Bond or portion thereof has
been selected for redemption.
Adjustment of Interest Rate
The adjusted interest rate (the "Series B Adjusted Interest
Rate") for each five-year period commencing on December 1, 1998,
December 1, 2003 and December 1, 2008 will be a rate established
by the Company on the November 1 or, if such November 1 is not a
business day, on the next succeeding business day (the "Series B
Determination Date") preceding each such December 1 which, in the
judgment of the Company, such judgment to be exercised in its
sole discretion, would have resulted in the sale of the Series B
Bonds at par on the Series B Determination Date; provided,
however, that the Series B Adjusted Interest Rate shall not be
less than the interest rate established by Standard & Poor's J.J.
Kenny through its index for prime five-year municipal obligations
as of a date not more than 30 days prior to the Series B
Determination Date. If such index is unavailable, then the
Company and the Authority shall by written agreement establish an
alternative method for determining the minimum Series B Adjusted
Interest Rate, which alternative method may be changed from time
to time by written agreement between the Company and the
Authority if the chosen alternative becomes unavailable. In no
event shall the Series B Adjusted Interest Rate exceed the
maximum rate permitted by law, even if such maximum rate is less
than the minimum Series B Adjusted Interest Rate determined as
described above.
On or before the November 2 or, if such November 2 is not a
business day, on the next succeeding business day following each
Series B Determination Date, the Company will notify the Trustee
of the Series B Adjusted Interest Rate for the five-year period
commencing on the next succeeding December 1. The Trustee will
cause notice of such Series B Adjusted Interest Rate to be mailed
by first-class mail to each Bondholder on or before the third
business day following such Series B Determination Date.
Redemption at the Option of the Holder
Bondholders have the option to have their Series B Bonds redeemed
in whole or in part (in integral multiples of $5,000) by the
Trustee (unless purchased by the Company or its assignee as
provided below) on December 1, 1998, December 1, 2003 and
December 1, 2008 (each being a "Series B Tender Redemption
Date"), at 100% of the principal amount thereof (the "Series B
Tender Redemption Price") plus accrued interest to the Series B
Tender Redemption Date, without premium. All Series B Bonds to
be so redeemed must be delivered to the corporate trust office of
the Trustee in New York, New York, between 10:00 A.M., New York
time, on the November 1 and 4:00 P.M., New York time, on the
November 15 preceding any Series B Tender Redemption Date, or, if
such November 15 is not a business day, on the next succeeding
business day, with a properly completed and signed Option to
Elect Repayment in the form attached to each such Series B Bond.
The Trustee's determination, in its sole discretion, as to
whether an Option to Elect Repayment has been properly completed,
executed and delivered shall be binding on the Company, any
assignee of the Company, the Authority and the Bondholder. The
delivery of a Series B Bond shall be irrevocable and binding upon
the Bondholder.
The Company or its assignee has the right, at any time during the
10-day period prior to a Series B Tender Redemption Date, to
elect to purchase on the Series B Tender Redemption Date, at a
price equal to the Series B Tender Redemption Price, all or any
part (in integral multiples of $5,000) of the Series B Bonds
which are properly
<PAGE> 13
delivered to the Trustee for redemption. As a condition to the
exercise of its right to purchase such Series B Bonds, the
Company or its assignee must deposit with the Trustee moneys,
designated by the Company to be used for the purchase of Series B
Bonds, in an amount sufficient to pay such purchase price.
Payment of the Series B Tender Redemption Price or the purchase
price to a holder delivering Series B Bonds shall be made by
check mailed by the Trustee to the address appearing on the
Option to Elect Repayment. Accrued interest will be paid in the
same manner as regular interest payments.
Series B Bonds purchased by the Company or its assignee will
remain outstanding under the Series B Trust Agreement and may be
held, resold, delivered to the Trustee for cancellation or
otherwise disposed of by the Company upon terms and conditions
established by the Company, all in accordance with the Series B
Trust Agreement.
Redemption at the Option of the Company
The Series B Bonds are subject to redemption prior to maturity at
the option of the Company in whole or in part on December 1,
1998, December 1, 2003 and December 1, 2008, at 100% of the
principal amount thereof plus interest accrued to the redemption
date.
Extraordinary Optional Redemption
The portion of the Series B Bonds allocable to a Phase of the
Project (as defined in the Series B Loan Agreement) will be
subject to redemption prior to maturity at the option of the
Company at any time at 100% of the principal amount thereof plus
interest accrued to the redemption date in the event that:
(a) Such Phase shall have been damaged or destroyed to
such an extent that in the opinion of this Company it cannot
be reasonably restored or repaired within a period of six
months, or the Company is thereby prevented or will likely
be prevented from causing its normal operation for a period
of six months or more, or its restoration and repair would
not be economically feasible; or
(b) Use or control of such Phase shall have been taken
under the exercise of the power of eminent domain to such an
extent that the Company is, or in its opinion would likely
be, thereby prevented from causing the normal operation of
such Phase for a period of six months or more; or
(c) As a result of any change in the Constitution or
laws of the United States of America or the Commonwealth or
of legislative or administrative action of the United States
of America or the Commonwealth or any political subdivision
of the Commonwealth, or any judicial action or regulatory
action or inaction, in the opinion of the Company, the
Series B Loan Agreement or the Series B Trust Agreement, or
any material provision thereof, shall have become void or
unenforceable or impossible of performance in any material
respect, use or occupancy of all or a significant part of
such Phase shall have been legally curtailed for six months
or more, or unreasonable burdens or excessive liabilities
with respect to such Phase or the Series B Bonds shall have
been imposed; or
d) Changes in the economic availability of materials,
supplies, labor, equipment and other properties and things
necessary for the efficient operation of such Phase shall
have occurred, or technological, legal or other changes
shall have occurred, any of which, in the opinion of the
Company, render the continued operation of such Phase
impractical or not economically feasible.
The portion of the Series B Bonds allocable to a Phase of the
Project shall be the amount of Series B Bond proceeds expended on
such Phase. The Company must exercise its option to redeem
Series B Bonds pursuant to the preceding paragraph within 180
days after the occurrence of the event giving rise to such
option.
<PAGE> 14
Extraordinary Mandatory Redemption
The Series B Bonds are subject to mandatory redemption at any
time, in whole (or in part, if such partial redemption will
preserve the exemption from Federal income taxation of interest
on such Series B Bonds), at a redemption price equal to the
principal amount thereof, without premium, plus interest accrued
to the redemption date, upon a determination that, through a
final judgment or decree of a court of competent jurisdiction or
assessment by the Internal Revenue Service, the interest payable
on any Series B Bond must be included for Federal income tax
purposes in the gross income of any holder of such Series B Bond
as a result of a change in the legal status of the Commonwealth
or of a failure by the Company to observe any covenant,
agreement, representation or warranty in the Loan Agreement;
provided, however, that no decree or judgment by any court or
assessment by the Internal Revenue Service shall be considered
final unless the Bondholder or Bondholders involved in such
proceeding (i) give the Company prompt notice of the commencement
thereof and (ii) offer the Company the opportunity to control the
proceeding, provided the Company agrees to pay all expenses in
connection therewith and to indemnify such Bondholder or
Bondholders against all liabilities in connection therewith, and
unless such proceeding shall not be subject to a further right of
appeal. Any such redemption shall be made within 180 days from
the date of such final decree, judgment or assessment.
If the construction or operation of any Phase of the Project
ceases, then the portion of the Series B Bonds allocable to such
Phase (as described below) will be subject to mandatory
redemption at 100% of the principal amount thereof plus interest
accrued to the redemption date, which shall be any date selected
by the Company occurring not more than 180 days after cessation
of construction or operation of such Phase.
A cessation of construction or operation of a Phase of the
Project shall not be deemed to have occurred (i) until receipt by
the Trustee of written notice from the Authority stating that at
least 30 days have elapsed since written notice has been given to
the Company by the Authority that construction or operation of
such Phase has ceased and the Company has not demonstrated to the
satisfaction of the Authority that such Phase is being
constructed or operated as Industrial Facilities within the
meaning of the Act or the Company is, in good faith, seeking to
cause the resumption of an economically reasonable construction
or operation of such Phase as Industrial Facilities, or (ii)
until receipt by the Authority and the Trustee of written notice
from the Company stating that construction or operation of such
Phase has ceased and that the Company has no present intention of
causing the resumption of construction or operation of such Phase
as Industrial Facilities or of seeking, in good faith, to cause
the resumption of an economically reasonable construction or
operation of such Phase as Industrial Facilities. Cessation of
construction or operation of a Phase of the Project as a result
of Force Majeure (as defined in the Series B Loan Agreement)
shall not give rise to a mandatory redemption during the
continuance thereof including a reasonable time for the removal
of the effect thereof.
The applicable portion of the Series B Bonds to be redeemed upon
cessation of construction or operation of a Phase of the Project
shall equal (i) the amount of Series B Bond proceeds expended on
the Phase of the Project the construction or operation of which
has ceased, less (ii) such amount as the Company or any of its
subsidiaries has expended since the date of the execution and
delivery of the loan agreement relating to the 1982 Bonds, or
thereby undertakes to expend, to provide Industrial Facilities in
the Commonwealth from other than the proceeds of bonds or notes
of the Authority, all as set forth at the option of the Company
in a certificate delivered to the Authority and the Trustee and
less (iii) the principal amount of Series B Bonds theretofore
redeemed (other than by operation of the extraordinary mandatory
redemption provisions relating to redemption upon a cessation of
construction or operation of a Phase of the Project), provided
that the amounts described in (ii) and (iii) have not previously
been used in determining the applicable amount of Series B Bonds
required to be redeemed upon cessation of construction or
operation of a Phase of the Project.
Notice of Redemption; Partial Redemption
Notice of any redemption (other than a redemption at the option
of a holder) of the Series B Bonds shall be mailed to Bondholders
at least 25 days before the redemption date.
If less than all the Series B Bonds are called for redemption,
the particular Series B Bonds to be redeemed shall be selected by
the Trustee by lot or by such other equitable method as the
Trustee shall deem fair and appropriate. For purposes of such
selection, each Series B Bond shall be treated as representing
the number of Series B Bonds obtained by dividing the principal
amount of such Series B Bond by $5,000. If part of a Series B
<PAGE> 15
Bond is called for redemption, the Trustee shall deliver, without
charge, a new Series B Bond representing the unredeemed portion
to the holder thereof.
Presentment for Payment
Interest on Bonds called for redemption ceases to accrue on the
redemption date if sufficient funds for payment of such
redemption are on deposit with the Trustee. If any Series B
Bonds are not properly presented for payment on the date fixed
for their redemption or if any Bonds are not properly presented
for payment when due, the holders of such Series B Bonds will
thereafter be restricted to funds held by the Trustee for such
redemption or payment for the satisfaction of any claim relating
to such Series B Bonds. After two years, such moneys shall be
paid to the Company and the Bondholders shall thereafter look
only to the Company for payment.
Security for the Series B Bonds
The Authority, in the Series B Trust Agreement, assigned and
pledged to the Trustee for the benefit of the Bondholders the
Authority's right, title and interest in the Series B Loan
Agreement, subject to the Authority's retention of certain rights
(including the right to collect moneys payable to the Authority
which are not received in respect of repayment of the loan), as
security for the payment of the Series B Bonds and the interest
thereon and as security for the satisfaction of any other
obligation assumed in connection with the Series B Bonds.
The Series B Bonds are limited obligations of the Authority and,
except to the extent payable from Series B Bond proceeds and the
investment thereof, will be payable solely from and secured by a
pledge and assignment of the amounts payable in repayment of the
loan made by the Authority to the Company.
The Series B Bonds are not secured by any mortgage or other
security interest in the Project or any property of the Company
or its subsidiaries.
THE LOAN AGREEMENTS
Pursuant to the Loan Agreements, the Authority issued the Bonds
and loaned the proceeds (excluding any accrued interest) to the
Company (Sec. 4.01). The Company agreed to make payments
directly to the Trustee which, together with amounts then held in
the Bond Fund established under the Trust Agreements, are
sufficient to make the payments of principal of and interest on
the Bonds as the same become due (Sec. 4.01). The obligations of
the Company to make such payments under the Loan Agreements are
stated to be absolute and unconditional without right of set-off
for any reason (Sec. 4.02).
The Authority has assigned all its rights under the Loan
Agreements (except for rights to payment of certain costs and
expenses and indemnity and except for certain other limited
rights) to the Trustee (Sec. 6.02). The Project may be sold,
leased or otherwise transferred or encumbered as a whole or in
part without the consent of the Authority and the proceeds
thereof retained by the Company, and the Company may assign the
Loan Agreements but no such sale, lease, transfer, encumbrance or
assignment will relieve the Company of its obligations to make
payments under the Loan Agreements sufficient to pay principal of
and interest on the Bonds as the same become due (Sec. 6.01).
Construction of the Project
The Company was obligated under the Loan Agreements to complete
the Project, except under certain specified circumstances,
substantially in accordance with the Project plans and
specifications and with all reasonable dispatch, and to pay all
of the costs thereof in excess of moneys available in the
Construction Fund (hereinafter defined) without any right of
reimbursement or diminution in, or postponement of, amounts
payable under the Loan Agreements (Secs. 3.01, 3.02 and 3.05).
The Company has completed the Project in accordance with these
requirements.
<PAGE> 16
Further Agreements
The Company has agreed, as long as the Project is operated, to
cause the Project to be maintained and operated as Industrial
Facilities within the meaning of the Act (Sec. 4.04). The
Company has also agreed to notify the Authority and the Trustee
in writing in the event that the construction or operation of any
phase of the Project has ceased. (Sec. 4.04)
The Company has agreed that so long as any Bonds are outstanding,
it will not dispose of all or substantially all of its assets and
will not consolidate or merge into another corporation unless the
successor or transferee irrevocably and unconditionally assumes
in writing all the obligations of the Company under the Loan
Agreements (Sec. 5.01).
In the Loan Agreements, the Company has also agreed to indemnify
the Authority against losses, as provided therein, arising from
the operation of the Project or the Authority's participation in
the financing (Sec. 4.06) and will agree to pay the reasonable
fees and expenses of the Authority and the Trustee (Sec. 4.05).
Events of Default and Remedies
Each of the following is an Event of Default under the Loan
Agreements:
(a) Failure by the Company to pay the amounts required
to be paid with respect to principal of the Bonds when the
same shall become due and payable at maturity, upon
redemption or otherwise;
(b) Failure by the Company to pay the amounts required
to be paid with respect to interest on the Bonds when the
same shall become due and payable and the continuation of
such failure for a period of five days;
(c) Failure by the Company to make any other payments
required by the Loan Agreement when due and continuation of
such failure for 30 days after written notice thereof;
(d) Failure by the Company to observe and perform any
other agreements under the respective Loan Agreement and
continuation of such failure for 90 days after written
notice thereof; provided, however, that if such failure
cannot be corrected within such 90-day period, it shall not
constitute an Event of Default if corrective action is
instituted by the Company during such period and diligently
pursued until such failure is corrected; or
(e) Certain events of bankruptcy, liquidation,
reorganization or similar proceedings involving the Company
(Sec. 7.01).
The provisions of subsections (c) and (d) of the preceding
paragraph are subject to the following limitations: if by reason
of Force Majeure (as defined in the Loan Agreements) the Company
is unable to perform any of its agreements thereunder, except the
obligation to make payments sufficient to pay principal of and
interest on the Bonds and the obligation to maintain its
corporate existence, the Company shall not be deemed in default
during the continuance of such inability, including a reasonable
time for the removal of the effect thereof (Sec. 7.01).
The Authority has no power to waive any default under the Loan
Agreements without the consent of the Trustee. Under certain
circumstances, if a default shall be wholly cured, it shall be
automatically waived (Sec. 7.05).
Upon the occurrence of any of the foregoing Events of Default,
the Trustee, as assignee of the Authority, may declare all unpaid
amounts payable under the Loan Agreements to be immediately due
and payable, and may take any action at law or equity necessary
to enforce any obligation of the Company under the Loan
Agreements, but the Trustee shall take no remedial steps which
would entitle it to funds necessary for the payment of unmatured
principal and interest on the Bonds unless such principal and
interest has been declared due and payable in accordance with the
respective Trust Agreement and such declaration has not been
rescinded (Sec. 7.02).
<PAGE> 17
Prepayment of the Loan
The Company has the option to prepay all or a portion of amounts
it may be required to pay under the Loan Agreements. The Company
is obligated to prepay the principal and accrued interest on all
the outstanding Bonds (or such lesser amount as is required to
preserve the exemption from Federal income tax applicable to the
Bonds) in certain circumstances including a change in the legal
status of the Commonwealth or a failure of the Company to observe
any covenant, agreement, representation or warranty in the Loan
Agreements which result in the interest payable on the Bonds
being includable in gross income for Federal income tax purposes
(Secs. 8.01 and 8.02).
Amendment
Neither Loan Agreement may be effectively amended, changed,
modified, altered or terminated except in accordance with the
provisions of the related Trust Agreement (Sec. 9.11). See "The
Trust Agreements--Amendments and Supplements to the Loan
Agreements."
THE TRUST AGREEMENTS
Each Trust Agreement constitutes an assignment by the Authority
to the Trustee of all of the Authority's right, title and
interest in the related Loan Agreement (except for rights to
payment of certain costs and expenses and indemnity and except
for certain other limited rights) in trust as security for the
payment of the principal of and interest on the Bonds. No
additional bonds may be issued under the Trust Agreements.
Construction Fund
The proceeds of the initial sale of the Bonds, other than accrued
interest and the amounts transferred to the Trustee for the 1982
Bonds in order to refund such 1982 Bonds, were deposited in the
Construction Fund established under the Trust Agreements (Secs.
208 and 401). Payments were made from the Construction Fund upon
requisition by the Company to pay costs of the Project, as
defined in the Trust Agreements (Secs. 403 and 404).
Bond Fund
A Bond Fund has been established with the Trustee under each
Trust Agreement which has been used for the payment of the
principal of and interest on the Bonds. The Trustee may also use
moneys in the Bond Fund, at the direction of the Company, to
purchase Bonds (Secs. 501 and 503).
<PAGE>
Investment of Funds
Pending their application, moneys held in the Construction Fund
and the Bond Fund may, at the direction of the Company, be
invested as provided in the Trust Agreements in obligations
issued or unconditionally guaranteed by the United States of
America or agencies acting as instrumentalities of the United
States of America pursuant to authority granted by Congress, in
time deposits, certificates of deposits or similar arrangements
(including Eurodollar certificates of deposit) with the Trustee
or any bank or an affiliate of such bank which bank or affiliate
together with such bank has reported capital and surplus of not
less than $50,000,000 and reported deposits of not less than
$250,000,000 and which has been designated by the Secretary of
the Treasury of the Commonwealth as a depository for public
funds, in repurchase agreements with respect to any of the above
investments, in bankers' acceptances (other than those of the
Company) issued by or drawn on and accepted by the Trustee or by
any commercial bank organized under the laws of the United States
of America or any state thereof which is a member of the Federal
Deposit Insurance Corporation having reported capital and surplus
of not less than $50,000,000 and reported deposits of not less
than $250,000,000, in commercial paper (other than of the
Company) of the highest rating by Moody's Investors Service, Inc.
or Standard & Poor's Corporation and in any other investment or
security to the extent permitted by applicable law. Any
investment income or loss resulting from investment of moneys in
any Fund shall be credited or charged to such Fund. Neither the
Trustee nor the Authority shall be responsible or liable for any
loss resulting from such investment (Sec. 602).
<PAGE> 18
Events of Default and Remedies
Each of the following is an Event of Default under the Trust
Agreements:
(a) Failure to pay principal of any of the Bonds when
the same shall become due and payable, either at maturity or
by proceedings for redemption or otherwise;
(b) Failure to pay any installment of interest on any
of the Bonds within five days after the same shall become
due and payable; or
(c) The occurrence of any Event of Default under the
respective Loan Agreement (Sec. 802).
If any Event of Default shall have occurred and be continuing,
the Trustee may, and upon the written request of the holders of
not less than 25% in aggregate principal amount of all Bonds then
outstanding shall, declare the principal of all Bonds then
outstanding to be due and payable immediately (Sec. 803). In
addition, the Trustee may, and upon the written request of the
holders of not less than 50% in aggregate principal amount of all
Bonds then outstanding shall, pursue any available remedy at law
or in equity to enforce the payment of the principal of and
interest on the bonds then outstanding or to enforce the
performance of any provision of the respective Trust Agreement or
of the respective Loan Agreement (Sec. 804). The Trustee may
require indemnification before taking any remedial action under
the Trust Agreements or the Loan Agreements (Sec. 902).
The Trustee may, and upon the direction of the holders of not
less than a majority in aggregate principal amount of all Bonds
then outstanding shall, annul any acceleration of principal and
interest and its consequences at any time before final action in
any proceeding instituted as a result of an Event of Default if
there is then a sufficient amount in the Bond Fund to pay the
principal of and all arrears of interest on all Bonds on which
the same is due otherwise than by acceleration and interest on
overdue installments of interest at the rate then borne by the
Bonds (adjusted as such rate is adjusted), if all costs and
expenses of the Trustee and the Authority have been paid or
provided for and if all existing events of default known to the
Trustee have been remedied (Sec. 803).
The holders of a majority in principal amount of all Bonds then
outstanding shall have the right to direct the time, method and
place of conducting all remedial proceedings to be taken by the
Trustee (Sec. 808). No Bondholder shall have any right to pursue
any remedy under the Trust Agreements unless (i) such holder
gives to the Trustee written notice of an Event of Default, (ii)
the holders of not less than 25% in aggregate principal amount of
all Bonds then outstanding make a written request to the Trustee
to pursue such remedy, (iii) an offer is made to the Trustee of
reasonable security and indemnity against costs, expenses and
liabilities, and (iv) the Trustee does not comply with such
request within a reasonable time (Sec. 809).
Under the Trust Agreements, the Trustee is required to mail to
Bondholders notices of any uncured default under the Trust
Agreements, provided the Trustee may withhold notice of any
default caused by the failure of the Company to observe or
perform any covenant, condition or agreement in the Loan
Agreements other than a covenant, condition or agreement relating
to payment if it determines that withholding such notice is in
the interest of the Bondholders (Sec. 815).
Amendments and Supplements to the Trust Agreements
The Trust Agreements may be amended or supplemented at any time
without the consent or approval of, or notice to, any of the
Bondholders (except that where all the Bonds are held by a single
Bondholder, such Bondholder shall receive such notice) for
purposes of (a) curing any ambiguity or formal defect or omission
in the Trust Agreement, (b) granting to or conferring upon the
Trustee for the benefit of the Bondholders additional rights,
remedies, powers, authority or security, (c) correcting any
description of, or reflecting changes in, any properties
comprising the Project, (d) providing for uncertificated Bonds in
addition to certificated Bonds or (e) adding to the covenants of
the Authority for the benefit of the Bondholders or surrendering
any right or power conferred upon the Authority by the Trust
Agreements (Sec. 1101).
The Trust Agreements may be amended or supplemented in all other
respects only with the consent of the holders of not less than a
majority in aggregate principal amount of the Bonds at the time
outstanding except that no such amendment or supplement may (a)
extend the time for payment of the principal of or interest on
any Bonds,
<PAGE> 19
(b) reduce the principal or the relevant Tender Redemption Price
of or the rate of interest on, or change the method of
calculating such rate of interest on, any Bonds, or reduce the
time period during which a holder may demand its Bond be
redeemed, (c) create any lien or security interest with respect
to the Loan Agreements or the payments thereunder, (d) permit a
preference or priority of any Bond or Bonds over any other Bond
or Bonds or (e) reduce the aggregate principal amount of the
Bonds at the time outstanding which is required for consent to
any supplemental agreement or amendment or any waiver under the
Trust Agreements (Sec. 1102). The Authority may fix in advance a
record date for the determination of the Bondholders entitled to
consent to an amendment or supplement (Sec. 1001). The Trustee
shall not be obligated to execute any proposed supplement or
amendment if its rights, obligations or interests would be
thereby affected (Sec. 1104). Any supplemental trust agreement
will not become effective without the written consent of the
Company (Sec. 1105).
Amendments and Supplements to the Loan Agreements
The Loan Agreements may not be amended or supplemented without
the approval of the holders of not less than a majority in
aggregate principal amount of the Bonds outstanding except, with
the consent of the Trustee, (a) to cure any ambiguity or formal
defect or omission, (b) to identify more precisely the Project or
to make permitted changes in the plans and specifications
thereof, (c) to grant to the Authority or the Trustee additional
rights, remedies, powers, authority or security for the benefit
of the Bondholders or (d) to add to the covenants of the Company
for the benefit of the Bondholders or to surrender any right or
power conferred upon the Company by the Loan Agreements (Sec.
1201 and 1202). No amendment shall be consented to by the
Trustee which would (1) decrease the amount payable on the Bonds,
(2) change the date of payment or prepayment provisions of the
Bonds or (3) change Section 4.01 of the Loan Agreements regarding
repayment of the loans by the Company; and no amendment shall be
consented to by the Trustee which affects the rights of some but
less than all the outstanding Bonds without the consent of the
holders of at least 66-2/3% in aggregate principal amount of the
Bonds so affected (Sec. 1202). The Authority may fix in advance
a record date for the determination of the Bondholders entitled
to consent to an amendment or supplement (Sec. 1001). The
Trustee shall not be obligated to consent to any amendment or
supplement if its rights, obligations or interests would thereby
be affected (Sec. 1202).
Defeasance
The Bonds shall be deemed paid and no longer outstanding under
the Trust Agreements and the lien of the Trust Agreements shall
be discharged upon the irrevocable deposit with the Trustee, in
trust, of moneys, or Government Obligations (as defined in the
Trust Agreements), designated by the Company to be used for the
purpose of defeasing the Bonds, the principal of and the interest
on which Government Obligations when due (without any
reinvestment thereof) will be sufficient to pay when due the
principal of and interest due and to become due on the Bonds.
If the Bonds are not to be redeemed or do not mature within 60
days after such deposit, the Trustee shall mail notice to the
Bondholders that such deposit has been made (Sec. 1301).
TAX MATTERS
Under provisions of the Acts of Congress in force on the
respective dates of issuance of the Bonds, the Bonds and the
interest thereon are, in the opinion of Brown & Wood LLP, exempt
from Federal, State, Commonwealth and local taxation.
In the opinion of Brown & Wood LLP, Bond Counsel, the purchase
and remarketing of the Bonds as described in the Registration
Statement will not constitute a new issue of the Authority and
will not cause the interest on the Bonds to become includable in
gross income for Federal income tax purposes or to become treated
as a specific preference item for purposes of the Federal
individual or corporate alternative minimum tax, nor has any
other statutory or regulatory event intervening between the
original issuance of the Bonds in 1983 and the purchase and
remarketing of the Bonds as contemplated herein caused the
interest on the Bonds to become includable in gross income for
Federal income tax purposes or to become treated as a specific
preference item for purposes of the Federal individual or
corporate alternative minimum tax; provided, however, that such
interest will be included in the computation of the Federal
alternative minimum tax imposed on corporations. Ownership of
tax-exempt obligations such as the Bonds may result in collateral
Federal income tax consequences to certain taxpayers, including,
without
<PAGE> 20
limitation, financial institutions, property and casualty
insurance companies, certain foreign corporations doing business
in the United States, certain S corporations with excess passive
income, individual recipients of Social Security or Railroad
Retirement Benefits, taxpayers who may be deemed to have incurred
or continued indebtedness to purchase or carry tax-exempt
obligations and taxpayers who may be deemed eligible for the
earned income tax credit. Prospective purchasers of the Bonds
should consult their tax advisors as to the applicability and
impact of any such collateral consequences. A purchaser of the
Bonds must amortize any bond premium for purposes of adjusting
such purchaser's basis in the Bonds. The bond premium is an
amount equal to the excess of the amount paid for the Bonds over
the amount payable on maturity of the Bonds (or the amount
payable on an earlier call date if it results in a smaller bond
premium attributable to the period to the earlier call date). No
deduction, however, is allowed for such amortization of bond
premium. Further, upon a subsequent sale or redemption of the
Bonds for an amount in excess of the purchase price of the Bonds,
a purchaser of the Bonds at a discount from their par value may
have taxable ordinary income to the extent the excess proceeds
received do not exceed the accrued market discount and taxable
capital gain to the extent of any additional excess proceeds.
Brown & Wood LLP is of the opinion that under existing statutes,
regulations, rulings, and judicial decisions, all Federal income
tax consequences material to a purchaser of the Bonds are
addressed in its opinions included in the Registration Statement
of which this Official Statement and Prospectus is a part and in
this Official Statement and Prospectus under the heading "Tax
Matters."
LEGAL INVESTMENT
The Bonds are eligible for deposit by banks in the Commonwealth
to secure public funds and are approved investments for insurance
companies to qualify them to do business in the Commonwealth as
required by law.
PLAN OF REMARKETING
Upon the terms and subject to the conditions of the applicable
Bond Purchase and Remarketing Agreement (the "Bond Purchase and
Remarketing Agreement") between the Company and an underwriter or
underwriters to be designated (collectively, the "Underwriter"),
the Underwriter will agree to purchase and sell one or both of
the series of Remarketed Bonds offered hereby.
The Bond Purchase and Remarketing Agreement will provide that the
obligations of the Underwriter are subject to the approval of
certain legal matters by counsel and the satisfaction of various
other conditions. The Bond Purchase and Remarketing Agreement
will also provide that the Underwriter is committed to purchase
all of a series of the Remarketed Bonds if any Remarketed Bonds
of a series are purchased by the Underwriter.
The Underwriter will offer the Remarketed Bonds directly to the
public at the public offering price set forth on the cover page
of the applicable Supplement to this Official Statement and
Prospectus. After the initial public offering, the offering
price and other terms may be changed.
The Underwriter may make a market for the Bonds. The Underwriter
will not be obligated to do so and, if commenced, such market
making may be discontinued at any time.
The Company will agree to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act.
<PAGE> 21
LEGAL MATTERS
Certain legal matters related to the sale of the Remarketed Bonds
will be passed upon for the Company by Gibson, Dunn & Crutcher
LLP, San Francisco, California and for the Underwriter by counsel
to be designated. Certain legal matters incident to the tax-
exempt status of the Remarketed Bonds will be passed upon by
Brown & Wood LLP, New York, New York, Bond Counsel.
EXPERTS
The consolidated financial statements of Intel Corporation
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 27, 1997 have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report
thereon incorporated therein and herein by reference. Such
consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
<PAGE>
- ------------------------------ ------------------------------
No person has been authorized
to give any information or to
make any representations other
than those contained or
incorporated by reference in
this Official Statement and
Prospectus or in any Supplement INTEL CORPORATION
hereto. If given or made, such
information or representations
must not be relied upon as ____________
having been authorized by the
Company, any underwriter or
their respective affiliates. $
Neither the delivery of this
Official Statement and ____________
Prospectus or any Supplement
nor any sale made hereunder or
thereunder shall, under any
circumstances, create an
implication that there has been
no change in the facts set
forth herein or therein or in
the affairs of the Company
since the date hereof. This
Official Statement and
Prospectus and any Supplement
do not constitute an offer to
sell or solicitation of an
offer to buy any of the
securities offered hereby in
any jurisdiction where, or to
any person to whom, it is
unlawful to make such offer or
solicitation. Puerto Rico Industrial,
Tourist, Educational, Medical
and Environmental Control
____________ Facilities Financing Authority
Adjustable Rate Industrial
TABLE OF CONTENTS Revenue Bonds,1983 Series A
Supplement to Official [B]
Statement and Prospectus (Intel Corporation Project)
Page
THE COMPANY-----------------
RECENT DEVELOPMENTS---------
THE SERIES A [B] BONDS------ ----------
USE OF PROCEEDS-------------
UNDERWRITING----------------
LEGAL MATTERS---------------
EXPERTS---------------------
----------
TABLE OF CONTENTS
Official Statement and
Prospectus
Page OFFICIAL STATEMENT
AVAILABLE INFORMATION-------
INCORPORATION OF CERTAIN AND
DOCUMENTS BY REFERENCE------
INTRODUCTORY STATEMENT------ PROSPECTUS
THE COMPANY-----------------
RATIO OF EARNINGS TO FIXED ----------
CHARGES---------------------
USE OF PROCEEDS------------- [Underwriter or Underwriters]
THE AUTHORITY---------------
THE BONDS------------------- ----------, 1998
THE LOAN AGREEMENTS---------
THE TRUST AGREEMENTS--------
TAX MATTERS-----------------
LEGAL INVESTMENT------------
PLAN OF REMARKETING---------
LEGAL MATTERS---------------
EXPERTS---------------------
- ------------------------------ ------------------------------
<PAGE> II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable in connection
with the issuance and distribution of the securities being
registered. All of the amounts shown are estimates, except for
the registration fee:
ITEM AMOUNT TO
BE PAID
- ------------------------------------------------- ----------
Registration fee---------------------------- $ 32,450
Accounting fees and expenses---------------- 50,000
Legal fees and expenses--------------------- 100,000
Trustee's fees and expenses----------------- 20,000
Printing and engraving expenses------------- 15,000
Blue Sky fees and expenses------------------ 5,000
Miscellaneous------------------------------- 5,000
Total-------------------------------------------- $227,450
--------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors
of corporations in terms sufficiently broad to indemnify the
officers and directors of the Corporation under certain
circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act"). Section 102(b)(7) of the DGCL permits a
corporation to provide in its Certificate of Incorporation that a
director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a directors, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or
stock redemption or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit.
As permitted by the DGCL, the Corporation's Certificate of
Incorporation (the "Charter") provides that, to the fullest
extent permitted by the DGCL or decisional law, no director shall
be personally liable to the Corporation or to its stockholders
for monetary damages for breach of his or her fiduciary duty as a
director. The effect of this provision in the Charter is to
eliminate the rights of the Corporation and its stockholders
(through stockholders' derivative suits on behalf of the
Corporation) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including
breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv),
inclusive, above. These provisions will not alter the liability
of directors under federal securities laws. The Corporation's
Bylaws (the "Bylaws") provide that the Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of any other corporation or enterprise
(including an employee benefit plan), against all expenses,
liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes and penalties, and amounts paid or to be paid
in settlement, and any interest, assessments, or other charges
imposed thereon, and any taxes imposed on such person as a result
of such payments) reasonably incurred or suffered by such person
in connection with investigating, defending, being a witness in,
or participating in (including on appeal), or preparing for any
of the foregoing in, such action, suit or proceeding, to the
fullest extent authorized by the DGCL, provided that the
Corporation shall indemnify such person in connection with any
such action, suit or proceeding initiated by
<PAGE> II-2
such person only if authorized by the Board of Directors of the
Corporation or brought to enforce certain indemnification rights.
The Bylaws also provide that expenses incurred by an officer or
director of the Corporation (acting in his or her capacity as
such) in defending any such action, suit or proceeding shall be
paid by the Corporation, provided that if required by the DGCL
such expenses shall be advanced only upon delivery to the
Corporation of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the
Corporation. Expenses incurred by other agents of the
Corporation may be advanced upon such terms and conditions as the
Board of Directors of the Corporation deems appropriate. Any
obligation to reimburse the Corporation for expenses advanced
under such provisions shall be unsecured and no interest shall be
charged thereon.
The Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that any right of
indemnification or protection provided under the Bylaws shall not
be adversely affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any such
expenses, liability and loss, whether or not the Corporation
would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.
In addition to the above, the Corporation has entered into
indemnification agreements with each of its directors and certain
of its officers. The indemnification agreements provide
directors and officers with the same indemnification by the
Corporation as described above and assure directors and officers
that indemnification will continue to be provided despite future
changes in the Bylaws of the Corporation. The Corporation also
provides indemnity insurance pursuant to which officers and
directors are indemnified or insured against liability or loss
under certain circumstances, which may include liability or
related loss under the Securities Act and the Exchange Act.
Under the terms of the Bond Purchase and Remarketing Agreement,
directors, certain officers and controlling persons of Intel will
be entitled to indemnification under certain circumstances,
including proceedings under the Securities Act and the Exchange
Act.
Insofar as indemnification for liabilities under the Act may be
permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 16. EXHIBITS
NUMBER EXHIBIT
1 Form of Bond Purchase and Remarketing Agreement.
4.1 Trust Agreement, dated as of September 1, 1983, between
the Authority and Bankers Trust Company, Trustee
(including form of Bond) (incorporated by reference to
Exhibit 4a to registrant's Registration Statement on
Form S-3 (File No. 2-86134) filed with the Commission on
August 26, 1983).
4.2 Loan Agreement, dated as of September 1, 1983 between
the Authority and the Company (incorporated by reference
to Exhibit 4b to registrant's Registration Statement on
Form S-3 (File No. 2-86134) filed with the Commission on
August 26, 1983).
4.3 Trust Agreement, dated as of December 1, 1983, between
the Authority and Bankers Trust Company, Trustee
(including form of Bond) (incorporated by reference to
Exhibit 4a to registrant's Registration Statement on
Form S-3 (File No. 2-88213) filed with the Commission on
December 2, 1983).
4.4 Loan Agreement, dated as of December 1, 1983 between the
Authority and the Company (incorporated by reference to
Exhibit 4b to registrant's Registration Statement on
Form S-3 (File No. 2-88213) filed with the Commission on
December 2, 1983).
5 Opinion of Gibson, Dunn & Crutcher LLP (previously filed
in connection with this Registration Statement on Form S-
3 (File No. 333-59939) filed with the Commission on July
27, 1998).
8.1 Form of Opinion of Brown & Wood LLP regarding Series A
Bonds (previously filed in connection
<PAGE> II-3
with this Registration Statement on Form S-3 (File No.
333-59939) filed with the Commission on July 27, 1998).
8.2 Form of Opinion of Brown & Wood LLP regarding Series B
Bonds (previously filed in connection with this
Registration Statement on From S-3 (File No. 333-59939)
filed with the Commission on July 27, 1998).
12 Computation of Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to registrant's
Annual Report on Form 10-K for the year ended December
27, 1997, with respect to the five years in the period
ended December 27, 1997 and Exhibit 12 to registrant's
Quarterly Report on Form 10-Q for the quarter and six
month period ended June 27, 1998, with respect to the
six months in the period ended June 27, 1998).
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP, included in
Exhibit 5.
23.3 Consent of Brown & Wood LLP, included in Exhibits 8.1
and 8.2.
24 Powers of Attorney of certain directors and officers of
the Company (previously filed in connection with this
Registration Statement on Form S-3 (File No. 333-59939)
filed with the Commission on July 27, 1998).
25.1 Form T-1, Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Bankers Trust
Company, Trustee (incorporated by reference to Exhibit
26 to registrant's Registration Statement on Form S-3
(File No. 2-86134) filed with the Commission on August
26, 1983).
25.2 Form T-1, Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Bankers Trust
Company, Trustee (incorporated by reference to Exhibit
26 to registrant's Registration Statement on Form S-3
(File No. 2-88213) filed with the Commission on December
2, 1983).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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 Commission by the
Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE> II-4
(2) For the purpose of determining any liability under the
Securities Act of 1933, each 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.
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 in Item 15 above, or otherwise, the registrant has
been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE> II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of
California, on the 11th day of August, 1998.
INTEL CORPORATION
By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated.
NAME TITLE DATE
* Chairman Emeritus, Aug. 11, 1998
Gordon E. Moore Director
* Chairman of the Board, Aug. 11, 1998
Andrew S. Grove Director
* Director, President and Aug. 11, 1998
Craig R. Barrett Chief Executive Officer
(Principal Executive
Officer)
John P. Browne Director
* Director Aug. 11, 1998
Winston H. Chen
* Director Aug. 11, 1998
D. James Guzy
* Director Aug. 11, 1998
Arthur Rock
* Director Aug. 11, 1998
Jane E. Shaw
Aug. 11, 1998
* Director
Leslie L. Vadasz
* Director Aug. 11, 1998
David B. Yoffie
* Director Aug. 11, 1998
Charles E. Young
* Vice President and Aug. 11, 1998
Andy D. Bryant Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*By: /s/F. Thomas Dunlap, Jr.
F. Thomas Dunlap, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EXHIBIT DOCUMENT
NUMBER
1 Form of Bond Purchase and Remarketing Agreement.
4.1 Trust Agreement, dated as of September 1, 1983, between
the Authority and Bankers Trust Company, Trustee
(including form of Bond) (incorporated by reference to
Exhibit 4a to registrant's Registration Statement on
Form S-3 (File No. 2-86134) filed with the Commission
on August 26, 1983).
4.2 Loan Agreement, dated as of September 1, 1983, between
the Authority and the Company (incorporated by
reference to Exhibit 4b to registrant's Registration
Statement on Form S-3 (File No. 2-86134) filed with the
Commission on August 26, 1983).
4.3 Trust Agreement, dated as of December 1, 1983, between
the Authority and Bankers Trust Company, Trustee
(including form of Bond) (incorporated by reference to
Exhibit 4a to registrant's Registration Statement on
Form S-3 (File No. 2-88213) filed with the Commission
on December 2, 1983).
4.4 Loan Agreement, dated as of December 1, 1983, between
the Authority and the Company (incorporated by
reference to Exhibit 4b to registrant's Registration
Statement on Form S-3 (File No. 2-88313) filed with the
Commission on December 2, 1983).
5 Opinion of Gibson, Dunn & Crutcher LLP (previously
filed in connection with this Registration Statement on
Form S-3 (File No. 333-59939) filed with the Commission
on July 27, 1998).
8.1 Form of Opinion of Brown & Wood LLP regarding Series A
Bonds (previously filed in connection with this
Registration Statement on Form S-3 (File No. 333-59939)
filed with the Commission on July 27, 1998).
8.2 Form of Opinion of Brown & Wood LLP regarding Series B
Bonds (previously filed in connection with this
Registration Statement on From S-3 (File No. 333-59939)
filed with the Commission on July 27, 1998).
12 Computation of Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year
ended December 27, 1997, with respect to the five years
in the period ended December 27, 1997 and Exhibit 12 to
registrant's Quarterly Report on Form 10-Q for the
quarter and six month period ended June 27, 1998, with
respect to the six months in the period ended June 27,
1998).
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Gibson, Dunn & Crutcher LLP, included in
Exhibit 5.
23.3 Consent of Brown & Wood LLP, included in Exhibits 8.1
and 8.2.
24 Powers of Attorney of certain directors and officers of
the Company (previously filed in connection with this
Registration Statement on Form S-3 (File No. 333-59939)
filed with the Commission on July 27, 1998).
25.1 Form T-1, Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Bankers Trust
Company, Trustee (incorporated by reference to Exhibit
26 to registrant's Registration Statement on Form S-3
(File No. 2-86134) filed with the Commission on August
26, 1983).
25.2 Form T-1, Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Bankers Trust
Company, Trustee (incorporated by reference to Exhibit
26 to registrant's Registration Statement on Form S-3
(File No. 2-88213) filed with the Commission on
December 2, 1983).
<PAGE>
EXHIBIT 1
$----------
PUERTO RICO INDUSTRIAL, TOURIST, EDUCATIONAL, MEDICAL
AND ENVIRONMENTAL CONTROL FACILITIES
FINANCING AUTHORITY
ADJUSTABLE RATE INDUSTRIAL REVENUE BONDS,
1983 SERIES A [B]
(INTEL CORPORATION PROJECT)
BOND PURCHASE AND REMARKETING AGREEMENT
----------, 1998
INTEL CORPORATION
2200 Mission College Boulevard
Santa Clara, California 95052
Dear Mesdames and Sirs:
PUERTO RICO INDUSTRIAL, TOURIST, EDUCATIONAL, MEDICAL AND
ENVIRONMENTAL CONTROL FACILITIES FINANCING AUTHORITY (formerly
known as Puerto Rico Industrial, Medical and Environmental
Pollution Control Facilities Financing Authority, the
"Authority"), a body politic and corporate constituting a public
corporation and governmental instrumentality of the Commonwealth
of Puerto Rico (the "Commonwealth"), originally issued on
September 27, 1983 [December 21, 1983] (the "Issue Date")
$80,000,000 [$30,000,000] aggregate principal amount of the above-
captioned securities (the "Securities") on behalf of INTEL
CORPORATION, then a California and now a Delaware corporation
(the "Company"), pursuant to a Trust Agreement dated as of
September 1, 1983 [December 1, 1983] (the "Trust Agreement")
between the Authority and Banker's Trust Company, as Trustee (the
"Trustee"), and sold the Securities in a registered offering on
Form S-3 filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Act").
The Company and the Authority have entered into a Loan Agreement,
dated as of September 1, 1983 [December 1, 1983] (the "Loan
Agreement"), relating to certain facilities of a wholly owned
subsidiary or wholly owned subsidiaries of the Company in the
Commonwealth (the "Project"). The Securities are payable from
certain of the revenues of the Authority derived from the Loan
Agreement, which revenues have been pledged under the Trust
Agreement as security for payment of the Securities and the
interest thereon.
In accordance with the terms of the Securities, the holders
thereof may require the Trustee on September 1, 1998 [December 1,
1998] (the "Tender Redemption Date") to redeem such Securities
held by them in accordance with their terms at a redemption price
equal to 100% of the principal amount thereof (the "Tender
Redemption Price") by delivering to the Trustee between August 1,
1998 and August 15, 1998 [November 1, 1998 and November 15, 1998]
such Securities attached to a properly completed and signed form
of election (an "Option to Elect Repayment"). As permitted by
the Trust Agreement, in lieu of the Trustee so redeeming the
Securities so tendered, the Company or the Company's assignee may
elect to purchase such Securities for resale at such price from
such holders on the Tender Redemption Date. As used herein, the
term "Bonds" shall mean such Securities, $---------- aggregate
principal amount, as were delivered to the Trustee with a
properly completed and signed Option to Elect Repayment attached
thereto by the Trustee's close of business on August 15, 1998
[November 15, 1998], and the term "Holders" shall mean the
holders of such Bonds.
<PAGE> 2
- ---------- (the "Underwriter") hereby proposes to purchase the
Bonds from the Holders as assignee of the Company and remarket
them for sale to the public as set forth in the Supplement to
Official Statement and Prospectus (as defined herein).
ARTICLE I
The Company hereby assigns to the Underwriter the Company's right
pursuant to the Trust Agreement to purchase the Bonds from the
Holders on the Tender Redemption Date and in connection therewith
agrees to pay the Underwriter an underwriting discount and
remarketing fee equal to -----% of the Tender Redemption Price
(the "Underwriting and Remarketing Commission"), and the
Underwriter, upon the basis of the representations, warranties
and covenants herein contained, but subject to all the terms and
conditions hereinafter stated, accepts such assignment and agrees
to purchase from the Holders the Bonds on the Closing Date (as
defined herein) at a purchase price of 100% of the Tender
Redemption Price or $---------- (the "Purchase Price"), payable
in the manner specified in Article III hereof.
ARTICLE II
The Company understands that the Underwriter proposes to remarket
the Bonds for sale to the public as soon after the Execution Time
(as defined herein) as in the Underwriter's judgment is advisable
and to use in connection therewith the Supplement to Official
Statement and Prospectus, including the Official Statement and
Prospectus prepared by the Company. The Company hereby consents
to the use by the Underwriter and any dealer to whom any of the
Bonds may be sold by the Underwriter of the Supplement to
Official Statement and Prospectus and Official Statement and
Prospectus (as defined herein), in connection with the
remarketing of the Bonds.
ARTICLE III
Payment for the Bonds shall be made to the Trustee by wire
transfer in immediately available funds in the amount of $-------
- --- from the account of the Underwriter (representing the
Purchase Price) at 11:00 a.m., New York time, on the Tender
Redemption Date, upon delivery to the Underwriter in New York,
New York, of the Bonds in registered form, without coupons, in
any authorized denomination registered in such names as the
Underwriter shall have requested in writing not less than two
full business days prior to the date of delivery. Payment of the
Underwriting and Remarketing Commission shall be made at such
time by wire transfer of immediately available funds in the
amount of $----------. The date and time of payment for, and
delivery of, the Bonds and payment of the Underwriting and
Remarketing Commission, are herein referred to as the "Closing
Date". It is understood that pursuant to the terms of the Trust
Agreement, although the Trustee will not release the Bonds until
receipt of the Tender Redemption Price, the Underwriter shall
only be responsible for paying the amount representing the
Purchase Price. The Company shall be responsible for paying all
accrued interest on the Series A[B] Bonds to the Tender
Redemption Date.
ARTICLE IV
The Company represents and warrants to the Underwriter that:
A. The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the "Commission") a
registration statement (file number 333-59939) on such Form,
including a related preliminary official statement and
prospectus, for the registration under the Act of the offering
and sale of the Bonds. The Company may have filed one or more
amendments thereto, including the related preliminary official
statement and prospectus and supplement to official statement and
prospectus, each of which has previously been furnished to the
Underwriter. The Company will next file with the Commission one
of the following: (i) prior to effectiveness of such registration
statement, a further amendment to such registration statement,
including the form of final official statement and prospectus, or
(ii) a final official statement and prospectus in accordance with
Rules 415 and 424(b)(2) or (5). If the Registration Statement
contains the undertaking specified by Regulation S-K Item 512(a),
the Registration Statement, at the Execution Time, meets the
requirements set forth in Rule 415(a)(l)(x).
<PAGE> 3
B. On the Effective Date (as defined herein), the
Registration Statement did or will, and when the Supplement to
Official Statement and Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the Official
Statement and Prospectus (and any supplements thereto) will,
comply in all material respects with the applicable requirements
of the Act and the rules thereunder; each document filed by the
Company pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") complied when so filed as to form in all material
respects with the Exchange Act and the respective rules
thereunder; on the Effective Date, the Registration Statement did
not or will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not
misleading; on the Effective Date and on the Closing Date the
Trust Agreement did or will comply in all material respects with
the requirements of the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the rules thereunder; and, on the Effective
Date, the Supplement to Official Statement and Prospectus, if not
filed pursuant to Rule 424(b), did not or will not, and on the
date of any filing pursuant to Rule 424(b) and on the Closing
Date, the Official Statement and Prospectus (together with any
supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to any
information contained in or omitted from the Registration
Statement or the Official Statement and Prospectus (or any
supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by the
Underwriter specifically for use in connection with the
preparation of the Registration Statement or the Official
Statement and Prospectus (or any supplement thereto).
C. The terms that follow, when used in this Agreement,
shall have the meanings indicated. The term "Effective Date"
shall mean each date that the Registration Statement and any post-
effective amendment or amendments thereto became or become
effective. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto.
"Official Statement and Prospectus" shall mean any official
statement and prospectus referred to in paragraph (A) above and
any official statement and prospectus included in the
Registration Statement at the Effective Date. "Supplement to
Official Statement and Prospectus" shall mean the supplement to
official statement and prospectus relating to the Bonds that is
first filed pursuant to Rule 424(b) after the Execution Time or,
if no filing pursuant to Rule 424(b) is required, shall mean the
form of final supplement to official statement and prospectus
relating to the Bonds included in the Registration Statement at
the Effective Date, and in either case shall include the form of
Supplement to Official Statement and Prospectus included therein.
"Registration Statement" shall mean the registration statement
referred to in paragraph (A) above, including incorporated
documents, exhibits and financial statements, as amended at the
Execution Time (or, if not effective at the Execution Time, in
the form in which it shall become effective), and, in the event
any post-effective amendment thereto becomes effective prior to
the Closing Date, shall also mean such registration statement as
so amended. "Rule 415" and "Rule 424" refer to such rules or
regulations under the Act. Any reference herein to the
Registration Statement, a Preliminary Official Statement and
Prospectus or the Official Statement and Prospectus shall be
deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were
filed under the Exchange Act on or before the Effective Date of
the Registration Statement or the issue date of such Preliminary
Official Statement and Prospectus or the Official Statement and
Prospectus, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, any Preliminary Official Statement and
Prospectus or the Official Statement and Prospectus shall be
deemed to refer to and include the filing of any document under
the Exchange Act after the Effective Date of the Registration
Statement, or the issue date of any Preliminary Official
Statement and Prospectus or the Official Statement and
Prospectus, as the case may be, deemed to be incorporated therein
by reference.
D. Article I of this Agreement constitutes a complete,
full and effective assignment to the Underwriter of the Company's
right pursuant to the Trust Agreement to repurchase the Bonds in
lieu of the Trustee's redemption thereof, and upon purchase and
delivery of, and payment for, the Bonds as provided herein, the
Underwriter will have good and marketable title to the Bonds,
free and clear of all liens, encumbrances, equities and claims
whatsoever.
E. The Company's outstanding debt obligations are
currently rated by Moody's Investors Service and Standard and
Poor's Corporation as no lower than "A2" and "A+," respectively.
F. The Company and each of its subsidiaries have been duly
incorporated and are validly existing as corporations and are in
good standing under the laws of their respective jurisdiction of
incorporation, with full power and authority and all necessary
governmental authorizations to own their respective properties
and conduct their respective business as described in the
Official Statement and Prospectus; the Company and each of its
<PAGE> 4
subsidiaries are duly qualified to do business as foreign
corporations and are in good standing under the laws of each
jurisdiction in which the character of the properties owned by
them or the nature of the business transacted by them makes such
qualification necessary (except where failure to be so qualified
and in good standing would not have a material adverse effect on
the business, properties, condition (financial or otherwise) or
operations of the Company or its subsidiaries taken as a whole)
and will remain so qualified and in good standing in each such
jurisdiction as long as such qualification is necessary while the
Bonds are outstanding (except as aforesaid), and the Company has
full corporate power to execute and deliver and to carry out and
perform its obligations under the Loan Agreement and this
Agreement.
G. Except as previously disclosed in writing to the
Underwriter, the Company or a subsidiary of the Company owns all
of the capital stock (except directors' qualifying shares and as
otherwise set forth in the Company's Annual Report on Form 10-K
incorporated by reference in the Official Statement and
Prospectus) of each of the Company's material subsidiaries, and
all such shares of stock are validly authorized and issued, fully
paid and nonassessable, and are owned free and clear of any lien,
encumbrance or other restriction.
H. The Company and each of its subsidiaries have good
title to, or leasehold estates in, all properties disclosed in
the Official Statement and Prospectus as being owned or leased by
them, in each case free and clear of all material liens or other
encumbrances, other than as described in the Official Statement
and Prospectus.
I. The Project conforms in all material respects to all
statements with regard thereto contained in the Official
Statement and Prospectus.
J. The Authority was, as of the Issue Date, and continues
to be a body politic and corporate constituting a public
corporation and governmental instrumentality of the Commonwealth,
duly organized and existing under the Commonwealth Constitution
and laws of the Commonwealth, and was as of the Issue Date
authorized to issue the Bonds pursuant to the Commonwealth
Constitution, Act No. 121 of the legislature of Puerto Rico,
approved June 27, 1977, as amended, and to pledge certain
payments, income and revenues derived under the Loan Agreement as
security for the payment of the principal of, premium, if any,
and interest on the Bonds, and such authorizations have not been
revoked and remain in full effect.
K. Except as reflected in or contemplated by the
Registration Statement or the Official Statement and Prospectus
(including all supplements thereto), since the respective dates
as of which information is given in the Registration Statement
and the Official Statement and Prospectus there has not been any
material adverse change in the business, properties, condition
(financial or otherwise) or operations of the Company and its
subsidiaries taken as a whole. Neither the Company nor any of
its subsidiaries has any contingent obligations not disclosed in
the Official Statement and Prospectus which are material to the
business or financial condition of the Company and its
subsidiaries taken as a whole and which are required to be
disclosed in the Registration Statement and the Official
Statement and Prospectus (including all supplements thereto) or
included in the Company's financial statements.
L. Except as set forth in the Official Statement and
Prospectus (including all supplements thereto), there is no
action, suit or proceeding, at law or in equity before or by any
court, public board or body, pending or, to the best of the
knowledge of the Company, threatened against the Company or any
of its subsidiaries, nor to the best knowledge of the Company is
there any basis therefor wherein an unfavorable decision, ruling
or finding would in any way materially adversely affect the
transactions contemplated by this Agreement or the Official
Statement and Prospectus (including all supplements thereto) or
which would adversely affect the validity or enforceability of
the Bonds against the Authority, the resolution of the Authority
adopted on the Issue Date authorizing the issuance and initial
sale of the Bonds (the "Resolution"), the Loan Agreement or this
Agreement, which might cause interest on the Bonds to be
includable in taxable income for federal income tax purposes, or
which might result in any material adverse change in the
business, properties, condition (financial or otherwise) or
operations of the Company and its subsidiaries taken as a whole.
M. (i) The audited statements of consolidated financial
position of the Company as of December 27, 1997 and December 28,
1996 and the related statements of consolidated operations for
each of the years in the three-year period ended December 27,
1997, together with the explanatory notes, incorporated by
reference in the Supplement to Official Statement and Prospectus,
present fairly the consolidated financial position of the Company
and its subsidiaries at December 27, 1997 and December 28, 1996
and the results of their operations
<PAGE> 5
for each of the years in the three-year period ended December 27,
1997, in conformity with generally accepted accounting principles
applied on a consistent basis; and (ii) the unaudited condensed
statements of consolidated financial
position of the Company at and as of June 27, 1998 [September 26,
1998] and June 28, 1997 [September 27, 1997] contained or
incorporated by reference in the Supplement to Official Statement
and Prospectus, together with the financial statement footnote
disclosures in the Company's 1997 annual report on From 10-K and
From 10-Q for the quarters ended June 27, 1998 [September 26,
1998] and June 28, 1997 [September 27, 1997] incorporated by
reference in the Supplement to Official Statement and Prospectus,
present fairly the condensed consolidated financial position of
the Company at June 27, 1998 [September 26, 1998] and the
consolidated results of its operations for the six months ended
June 27, 1998 [September 26, 1998], and June 28, 1997 [September
27, 1997] in conformity with generally accepted accounting
principles applied on a basis consistent with the audited
financial statements referred to above, and these unaudited
statements include all adjustments, consisting of only normal
recurring adjustments, necessary for a fair presentation thereof,
except as therein noted.
N. This Agreement and the Loan Agreement are duly
authorized, legal, valid and binding obligations of the Company
and (except as rights to indemnity under this Agreement may be
limited under applicable law) are enforceable in accordance with
their terms. The execution and delivery by the Company of this
Agreement will not, and of the Loan Agreement did not, and
compliance with the provisions hereof and thereof does not and
will not, conflict with or constitute on the part of the Company
or any of its subsidiaries a breach of or default under its
Restated Certificate of Incorporation or By-Laws or any material
indenture, mortgage, deed of trust, commitment, agreement or
other instrument to which the Company or any of its subsidiaries
is a party or by which it is bound, or under any existing law,
rule, regulation, judgment, order or decree to which the Company
or any of its subsidiaries is subject or of any court or
governmental agency or body which has jurisdiction over their
respective properties.
O. (i) There does not exist any breach or default, and no
event has occurred which with notice, lapse of time, or both,
would constitute a default, under the Loan Agreement, any
indenture, mortgage, deed of trust or other agreement or
instrument to which the Company is now a party which could have a
material adverse effect on the business, properties, condition
(financial or otherwise) or operations of the Company and its
subsidiaries taken as a whole; and (ii) the Company has no reason
to believe that there exists any breach or default, or that any
event has occurred which with notice, lapse of time, or both,
would constitute a default, under the Loan Agreement, any
indenture, mortgage, deed of trust or other agreement or
instrument to which any subsidiary of the Company is a party
which could have a material adverse effect on the business,
properties, condition (financial or otherwise) or operations of
the Company and its subsidiaries taken as a whole.
P. The Company has not taken or omitted to take any
action, and knows of no action that any other person has taken or
omitted to take, which would cause interest on the Bonds (or
revenues from, or income of the character to be derived under,
the Loan Agreement) to be includable in the gross income of the
recipients thereof for federal income tax purposes and covenants
that it will use its best efforts not to take or omit to take any
action, which action or omission would have such result.
Q. No consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation by the Company of the transactions contemplated
herein, except such as may have been obtained under the Act and
as may be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Bonds by the
Underwriter and such other approvals as have been obtained.
ARTICLE V
The Company agrees and covenants with the Underwriter as follows:
A. The Company will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time,
and any amendment thereof, to become effective. Prior to the
termination of the offering of the Bonds, the Company will not
file any amendment of the Registration Statement or supplement to
the Official Statement and Prospectus unless the Company has
furnished the Underwriter a copy thereof for its review prior to
filing and will not file any such proposed amendment or
supplement to which the Underwriter reasonably objects. Subject
to the foregoing sentence, if the filing of the Supplement to
Official Statement and Prospectus is otherwise required under
Rule 424(b), the Company will cause the Official Statement and
Prospectus, properly completed, and any supplement thereto to be
filed with the Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will provide
evidence satisfactory to the Underwriter of such timely filing.
The
<PAGE> 6
Company will promptly advise the Underwriter (i) when the
Registration Statement, if not effective at the Execution Time,
and any amendment thereto, shall have become effective, (ii) when
the Official Statement and Prospectus, and any supplement
thereto, shall have been filed (if required) with the Commission
pursuant to Rule 424(b), (iii) when, prior to termination of the
offering of the Bonds, any amendment to the Registration
Statement shall have been filed or become effective, (iv) of any
request by the Commission for any amendment of the Registration
Statement or supplement to the Official Statement and Prospectus
or for any additional information, (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose, and (vi) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Bonds for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.
The Company will use its best efforts to prevent the issuance of
any such stop order and, if issued, to obtain as soon as possible
the withdrawal thereof.
So long as delivery of an official statement and prospectus by
the Underwriter or any dealer to whom any of the Bonds may be
sold by the Underwriter may be required by the Act, the Company
will furnish to the Underwriter as many copies of each
Preliminary Official Statement and Prospectus and any supplement
thereto as the Underwriter may reasonably request. The Company
will pay all expenses of printing or other production of all
documents relating to the offering.
B. During such period as the Underwriter believes delivery
of the Official Statement and Prospectus is necessary or
desirable in connection with initial sales of the Bonds by the
Underwriter or any dealer to whom any of the Bonds may be sold by
the Underwriter, if (i) any event shall occur as a result of
which it is necessary to amend or supplement the Official
Statement and Prospectus in order to make the statements therein,
in light of the circumstances when the Official Statement and
Prospectus is delivered to a purchaser, not misleading, or (ii)
it shall be necessary to amend the Registration Statement or
supplement the Official Statement and Prospectus to comply with
the Act or the Exchange Act or the respective rules thereunder,
the Company will promptly so notify the Underwriter and, at the
request of the Underwriter, promptly prepare and file with the
Commission, subject to the second sentence of paragraph A of this
Article V, an amendment or supplement to the Registration
Statement or Official Statement and Prospectus so that the
Registration Statement, as so amended, will so comply or so that
the statements in the Official Statement and Prospectus as so
amended or supplemented will not, in light of the circumstances
when the Official Statement and Prospectus and all amendments and
supplements thereto are delivered to a purchaser, be misleading.
C. As soon as practicable, the Company will make generally
available to its security holders and to the Underwriter an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a)
of the Act and Rule 158 under the Act.
D. The Company will furnish to the Underwriter and counsel
for the Underwriter, without charge upon request, one signed copy
of the Registration Statement (including all exhibits thereto).
E. The Company will cooperate with the Underwriter in
endeavoring to qualify the Bonds for offer and sale under the
securities or blue sky laws of such jurisdictions as the
Underwriter may designate and in determining their eligibility
for investment by institutional investors under the laws of such
jurisdictions as the Underwriter may reasonably request, and
maintain any blue sky qualification for so long as may be
required for the distribution of the Bonds; provided, however,
that neither the Company nor the Authority shall be required to
file a general consent to service of process or to qualify as a
foreign corporation in any jurisdiction.
F. The Company will use its best efforts not to take or
omit to take any action, which action or omission will adversely
affect the exclusion from taxable income for federal income tax
purposes of the interest on the Bonds (or revenues from, or
income of the character to be derived under, the Loan Agreement).
G. On or subsequent to August _, 1998, [November __,
1998,] but in any case prior to the Tender Redemption Date, the
Company will notify the Trustee of the Underwriter's election, as
assignee of the Company, to purchase the Bonds on the Tender
Redemption Date in lieu of permitting the redemption thereof by
the Trustee on such date as provided in the Trust Agreement and
request that the Trustee (i) register Bonds in the names to be
provided by the Underwriter pursuant to Article III hereof and
(ii) deliver the Bonds to the Underwriter against payment
therefor in the manner provided in Article III hereof.
<PAGE> 7
ARTICLE VI
The obligations of the Underwriter hereunder shall be subject to
(1) the compliance with and performance by the Company of its
obligations and agreements to be complied with and performed, at
or prior to the Closing Date, under this Agreement; and (2) the
accuracy and completeness, in all material respects, as of the
Execution Time and the Closing Date of the representations and
warranties of the Company contained herein or in any certificates
pursuant to the provisions hereof; and the following further
conditions:
A. If the Registration Statement has not yet become
effective prior to the Execution Time, unless the Underwriter
agrees in writing to a later time, the Registration Statement
will become effective not later than (i) 6:00 PM New York City
time, on the date of determination of the Offering Price, if such
determination occurred at or prior to 3:00 PM New York City time
on such date, or (ii) 12:00 noon New York City time on the
business day following the day on which the Offering Price was
determined, if such determination occurred after 3:00 PM New York
City time on such date; if filing of the Official Statement and
Prospectus, or any supplement thereto, is required pursuant to
Rule 424(b), the Official Statement and Prospectus, and any such
supplement, will be filed in the manner and within the time
period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been
issued, and no proceedings for that purpose shall have been
instituted or threatened.
B. At the Execution Time, Ernst & Young LLP, independent
public accountants to the Company, shall have furnished to the
Underwriter a letter, dated as of the Execution Time, in form and
substance reasonably satisfactory to the Underwriter.
C. On or prior to the Closing Date, the Underwriter shall
have received:
1. Opinions, dated as of the Closing Date, of (a)
Brown & Wood LLP, Bond Counsel, and (b) Gibson, Dunn &
Crutcher LLP, counsel to the Company, in the form attached
hereto as Exhibits A and B.
2. An opinion and letter of ----------, counsel to
the Underwriter, with respect to the sale of the Bonds, the
Trust Agreement, the Registration Statement, the Official
Statement and Prospectus (together with any supplement
thereto) and other related matters as the Underwriter may
reasonably require, and the Company shall have furnished to
such counsel such documents as they request for the purpose
of enabling them to pass on such matters.
3. A certificate or certificates, dated the Closing
Date, signed by authorized officers of the Company, to the
effect that (a) each of the representations and warranties
of the Company contained herein is accurate and complete in
all material respects as if made on and as of the Closing
Date, (b) each of the agreements to be complied with and
obligations to be performed by the Company pursuant to this
Agreement and the Loan Agreement on or prior to the Closing
Date has been complied with and performed, (c) no stop order
suspending the effectiveness of the Registration Statement
has been issued by the Commission, and no proceedings for
that purpose have been instituted or, to the Company's
knowledge, threatened, and (d) as of the Closing Date there
has been no material adverse change in the condition
(financial or other), earnings, business or properties
regardless of whether arising from transactions in the
ordinary course of business, of the Company and its
subsidiaries, taken as a whole, from that set forth in or
contemplated by the Official Statement and Prospectus
(exclusive of any supplement thereto).
4. A letter of Ernst & Young LLP, independent public
accountants to the Company (which letter may refer to
letters previously delivered to the Underwriter), dated as
of the Closing Date, in form and substance satisfactory to
the Underwriter, with respect to the matters discussed in
the letter dated as of the Execution Time and furnished to
the Underwriter by Ernst & Young LLP.
5. Such additional information, legal opinions,
certificates, instruments or other documents as the
Underwriter and its counsel shall have reasonably requested.
D. Subsequent to the Execution Time or, if earlier, the
dates as of which information is given in the Registration
Statement (exclusive of any amendment thereof) and the Official
Statement and Prospectus (exclusive of any supplement thereto),
there shall not have been (i) any change or decrease specified in
the letter or letters referred to in paragraph B of this Article
VI, or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of
the Company and its subsidiaries, the effect of which, in any
case
<PAGE> 8
referred to in clause (i) or (ii) above, is, in the judgment of
the Underwriter, so material and adverse as to make it
impractical or inadvisable to proceed with the public offering or
the delivery of the Bonds as contemplated by the Registration
Statement (exclusive of any amendment thereof) and the Official
Statement and Prospectus (exclusive of any supplement thereto).
E. Between the date hereof and the Closing Date,
legislation shall not have been enacted by the Congress or be
actively considered for enactment by the Congress, or recommended
to the Congress for passage by the President of the United
States, or introduced and favorably reported for passage to
either House of the Congress by any Committee of such House to
which such legislation has been referred for consideration, nor a
decision rendered by a federal court or the Tax Court of the
United States, nor an order, ruling, regulation or official
statement made by the United States Treasury Department or the
Internal Revenue Service, with the purpose or effect of imposing
federal income taxation upon revenues from, or other income of
the character to be derived by the Authority under, the Loan
Agreement or upon interest to be paid on the Bonds, except when
held by a "substantial user" of the Project or a "related person"
as defined in Section 103(b) of the Internal Revenue Code of
1986, as amended (the "Code").
F. All matters relating to this Bond Purchase Agreement,
the Official Statement and Prospectus, the Bonds and the sale
thereof, the Trust Agreement, the Loan Agreement, and the
consummation of the transactions contemplated by this Agreement
and the Official Statement and Prospectus, shall be satisfactory
to and approved by the Underwriter and its counsel in the
exercise of their reasonable judgment.
ARTICLE VII
The Company agrees to indemnify and hold harmless the
Underwriter, any of its officers, agents or employees and each
person, if any, who controls the Underwriter (within the meaning
of Section 20 of the Exchange Act or Section 15 of the Act) from
and against any and all losses, claims, damages or liabilities
caused by any violation of any federal or state securities law or
other federal or state statutory law or regulation, at common law
or otherwise, in connection with the offer and sale of the Bonds,
or untrue or misleading, or allegedly untrue or misleading,
statement of a material fact contained in the Registration
Statement or the Official Statement and Prospectus, as amended or
supplemented, or caused by any omission or alleged omission to
state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any action of any such
indemnified party or arise out of or are based upon any untrue
statement or omission or alleged untrue statement or omission
made therein in reliance upon and in conformity with written
information furnished to the Company by the Underwriter
specifically for use in the preparation thereof. This indemnity
agreement will be in addition to any liability that the Company
may otherwise have.
The Underwriter agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs
the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing indemnity from the Company to
the Underwriter, but only with reference to written information
relating to the Underwriter furnished to the Company by the
Underwriter specifically for use in the preparation of the
Official Statement and Prospectus, as amended or supplemented.
This indemnity agreement will be in addition to any liability
that the Underwriter may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph
of the cover page in the Supplement to Official Statement and
Prospectus and Official Statement and Prospectus and under the
heading "PLAN OF REMARKETING" in the Official Statement and
Prospectus and "UNDERWRITING" in the Supplement to Official
Statement and Prospectus constitute the only information
furnished in writing by or on behalf of the Underwriter for
inclusion in the Supplement to Official Statement and Prospectus
and Official Statement and Prospectus, respectively, and the
Underwriter confirms that such statements are correct.
In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which
indemnity may be sought pursuant to the preceding paragraphs,
such person (the "indemnified party") shall promptly notify the
person against whom such indemnity may be sought (the
"indemnifying party") in writing, and the indemnifying party,
upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any
such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses
<PAGE> 9
of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall
have mutually agreed to the retention of such counsel, or (ii)
the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel
would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying
party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm for
all such indemnified parties. Such firm shall be designated in
writing by the indemnified party. The indemnifying party shall
not be liable for any settlement of any proceeding effected
without its written consent, but, if settled with such consent or
if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
If the indemnification provided for in this Article VII is
unavailable to an indemnified party in respect of any losses,
claims, damages or liabilities referred to herein, then each
indemnifying party under such paragraph, in lieu of indemnifying
such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriter on the other from the
offering of the Bonds, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Underwriter on
the other in connection with the statements or omissions or
alleged statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriter on the other shall be
deemed to be in such proportion so that the Underwriter is
responsible for that portion represented by the percentage that
the fees received by the Underwriter in connection with the
remarketing of the Bonds (which fees shall not be deemed to
include any amounts received by the Underwriter to reimburse or
compensate it for expenses incurred for services performed by the
Underwriter) bears to the aggregate principal amount of the Bonds
so remarketed and the Company is responsible for the balance.
The relative fault of the Company on the one hand and of the
Underwriter on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material
fact relates to information supplied by the Company or by the
Underwriter and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such
statement or omission. No person guilty of a fraudulent
misrepresentation (within the meaning of Section 11 of the Act)
shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
The Company and the Underwriter agree that it would not be just
and equitable if contribution pursuant to this Article VII were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as
a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Article VII, the
Underwriter shall not be required to contribute any amount in
excess of the amount by which the total price at which the Bonds
were offered to the public exceeds the amount of damages which
the Underwriter or any person which controls the Underwriter has
otherwise been required to pay by reason of such untrue statement
or omission or alleged untrue statement or omission.
ARTICLE VIII
All expenses incident to the performance of the obligations of
the Company hereunder (including the fees and disbursements of
Bond Counsel and reasonable fees and disbursements of counsel to
the Underwriter with respect to the matters described in
paragraph E of Article V hereof), such fees and disbursements
being payable directly to said counsels) are to be paid by the
Company. If the sale of the Bonds provided for herein is not
consummated because any condition to the obligations of the
Underwriter set forth in Article VI hereof is not satisfied or
because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by the
Underwriter, the Company will reimburse the Underwriter on demand
for all out-of-pocket expenses (including fees and disbursements
of counsel), without limitation, that have been incurred by the
Underwriter in connection with the proposed purchase and sale of
the Bonds.
<PAGE> 10
This Agreement shall be subject to termination in the absolute
discretion of the Underwriter, by notice given to the Company
prior to delivery of and payment for the Bonds, if prior to such
time (i) trading in the Company's Common Stock shall have been
suspended by the Commission or trading on the New York Stock
Exchange shall have been suspended or limited or minimum prices
shall have been established on such Exchange, (ii) a banking
moratorium shall have been declared either by federal, New York
State or Commonwealth authorities, or (iii) there shall have
occurred any outbreak or material escalation of hostilities or
other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the
judgment of the Underwriter, impracticable to market the Bonds.
The representations and warranties of the Company set forth in
this Agreement and the indemnity, contribution and other
agreements contained herein shall remain operative and in full
force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of the
Underwriter or any person controlling the Underwriter, and (iii)
acceptance of and payment for any of the Bonds by the
Underwriter. The provisions of Article VII and the first
paragraph of this Article VIII shall survive the termination or
cancellation of this Agreement.
This Agreement is made solely for the benefit of the Company, the
Underwriter, persons controlling the Underwriter, the Company and
their respective successors and assigns, and no other entity
shall acquire or have any right under or by virtue of this
Agreement. The terms "successors" and "assigns" shall not
include any purchaser of Bonds from the Underwriter merely
because of such purchase.
This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but
one and the same instrument.
All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Underwriter, will be mailed,
delivered or telegraphed and confirmed to it, at ----------------
- ---------------, attention of ----------------------------------;
or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 2200 Mission College
Boulevard, Santa Clara, California 95052, attention of the
Treasurer, with a copy to the Vice President, General Counsel and
Secretary.
If the foregoing is in accordance with the Company's
understanding of the agreement between it and the Underwriter,
kindly sign and return to the Underwriter the enclosed copy
hereof, whereupon it will constitute a binding agreement between
the Underwriter and the Company in accordance with its terms.
Very truly yours,
[------------------------]
By:
Name:
Title:
Accepted as of the
date first written above:
INTEL CORPORATION
By:
Title:
<PAGE>
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in Amendment No. 1 to the Registration Statement (Form
S-3 No. 333-59939) and related Prospectus of Intel Corporation
dated August 12, 1998, pertaining to the registration of
Undivided Interests in Loan Agreement Obligations of Intel
Corporation to the Puerto Rico Industrial, Tourist, Educational,
Medical and Environmental Control Facilities Financing Authority,
and to the incorporation by reference therein of our report dated
January 12, 1998, with respect to the consolidated financial
statements and schedule of Intel Corporation included in and/or
incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 27, 1997, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
San Jose, California
August 11, 1998
