SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-0871985
(State of Incorporation) I.R.S. Employer
Identification No.)
Old Orchard Road, Armonk, New York 10504
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
7% Debentures due 2025 New York Stock Exchange, Inc.
7% Debentures due 2045 New York Stock Exchange, Inc.
If this Form related to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ x ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
- ------------------------------------------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the securities to be registered is contained in the
Prospectus Supplement dated October 25, 1995, and the Prospectus dated
October 25, 1995, copies of which were electronically transmitted for
filing with the Commission pursuant to Rule 424(b) on October 27, 1995,
each of which forms a part of the Registrant's Registration Statement on
Form S-3 (No. 33-50537), and is incorporated herein by reference.
Item 2. Exhibits.
I. The following exhibits are filed with the Commission and the New
York Stock Exchange, Inc.:
2.1 - Form of the Registrant's 7% Debenture due 2025
2.1 - Form of the Registrant's 7% Debenture due 2045
2.3 - Indenture dated as of October 1, 1993, between the Registrant
and The Chase Manhattan Bank (National Association), as Trustee, relating
to the Debentures to be registered hereunder (incorporated by reference to
Exhibit 4(a) to the Registration Statement on Form S-3 (No. 33-50537)).
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized.
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Registrant)
By:
/s/ Jeffrey D. Serkes
---------------------------------
Name: Jeffrey D. Serkes
Title: Vice President and Treasurer
Date: October 27, 1995.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
7% Debenture due 2025
CUSIP 459200 AM3
No.: R 1 $600,000,000
INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation duly
organized and existing under the laws of the State of New York (herein
called the "Company", which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of 600,000,000 Dollars, at the office or agency of
the Company in the Borough of Manhattan, The City and State of New
York, on October 30, 2025, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest,
semi-annually on April 30 and October 30 of each year, on said
principal sum at said office or agency, in like coin or currency, at
the rate of 7% per annum, from the April 30 and the October 30, as the
case may be, next preceding the date of this Debenture to which
interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Debenture,
or unless no interest has been paid on the Debentures due 2025 (as
defined on the reverse hereof), in which case from October 30, 1995,
until payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if the date hereof is after April
15 or October 15, as the case may be, and before the following April
30 or October 30, this Debenture shall bear interest from such April
30 or October 30; provided, however, that if the Company shall default
in the payment of interest due on such April 30 or October 30, then
this Debenture shall bear interest from the next preceding April 30 or
October 30 to which interest has been paid, or, if no interest has
been paid on the Debentures due 2025, from October 30, 1995. The
interest so payable on any April 30 or October 30 will, subject to
certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Debenture is
registered at the close of business on such April 15 or October 15, as
the case may be, next preceding such April 30 or October 30, unless
the Company shall default in the payment of interest due on such
interest payment date, in which case such defaulted interest, at the
option of the Company, may be paid to the person in whose name this
Debenture is registered at the close of business on a special record
date for the payment of such defaulted interest established by notice
to the registered holders of Debentures not less than ten days
preceding such special record date or maybe paid in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Debentures due 2025 may be listed. Payment of
interest may, at the option of the Company, be made by check mailed to
the registered address of the person entitled thereto.
Reference is made to the further provisions of this Debenture set
forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been
signed by the Trustee under the Indenture referred to on the reverse
hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: INTERNATIONAL BUSINESS MACHINES CORPORATION
[SEAL]
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION by_______________________________
This is one of the
Securities of the Series
designated herein issued
under the within-mentioned
Indenture. by_______________________________
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), as Trustee
by__________________________
Authorized Signatory
<PAGE>
This Debenture is one of a duly authorized issue of unsecured
debentures, notes or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter
specified, all issued or to be issued under an indenture dated as of
October 1, 1993 (hereinafter called the "Indenture"), duly executed
and delivered by the Company to The Chase Manhattan Bank (National
Association), a New York banking corporation, as trustee (hereinafter
called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights and duties thereunder of the Trustee, the Company
and the holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest at different rates, may have different conversion prices (if
any), may be subject to different redemption provisions, may be
subject to different sinking, purchase or analogous funds, may be
subject to different covenants and Events of Default and may otherwise
vary as in the Indenture provided. This Debenture is one of a series
designated as the 7% Debentures due 2025 of the Company (hereinafter
called the "Debentures due 2025") issued under the Indenture, limited
in aggregate principal amount to $600,000,000.
In case an Event of Default with respect to the Debentures due
2025, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof together with interest accrued
thereon, if any, may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority
in aggregate principal amount of the Securities at the time
outstanding of all series to be affected (acting as one class) to
execute supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of
the holders of the Securities of such series to be affected; provided,
however, that no such supplemental indenture shall, among other
things, (i) change the fixed maturity of the principal of, or any
installment of principal of or interest on, any Security; (ii) reduce
the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof; (iii) impair the right to
institute suit for the enforcement of any such payment on or after the
fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of
the outstanding Securities of any series, the consent of whose holders
is required for any such supplemental indenture, or the consent of
whose holders is required for any waiver (of compliance with certain
provisions of the Indenture or certain defaults thereunder and their
consequences) provided for in the Indenture; (v) change any obligation
of the Company, with respect to outstanding Securities of a series, to
maintain an office or agency in the places and for the purposes
specified in the Indenture for such series; or (vi) modify any of the
foregoing provisions or the provisions for the waiver of certain
covenants and defaults, except to increase any applicable percentage
of the aggregate principal amount of outstanding Securities the
consent of the holders of which is required or to provide with respect
to any particular series the right to condition the effectiveness of
any supplemental indenture as to that series on the consent of the
holders of a specified percentage of the aggregate principal amount of
outstanding Securities of such series or to provide that certain other
provisions of the Indenture cannot be modified or waived without the
consent of the holder of each outstanding Security affected thereby.
It is also provided in the Indenture that the holders of a majority in
aggregate principal amount of the Securities of a series at the time
outstanding may on behalf of the holders of all the Securities of such
series waive any past default under the Indenture with respect to such
series and its consequences, except a default in the payment of the
principal of, premium, if any, or interest, if any, on any Security of
such series or in respect of a covenant or provision which cannot be
modified without the consent of the Holder of each outstanding
Security of the series affected. Any such consent or waiver by the
holder of this Debenture shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debenture and
any Debentures due 2025 which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation
thereof is made upon this Debenture or such other Debentures due 2025.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal
of, if any, and interest on this Debenture at the place, at the
respective times, at the rate and in the coin or currency herein
prescribed.
The Indenture permits the Company to Discharge its obligations
with respect to the Debentures due 2025 on the 91st day following the
satisfaction of the conditions set forth in the Indenture, which
include the deposit with the Trustee of money or U.S. Government
Obligations or a combination thereof sufficient to pay and discharge
each installment of principal of (including premium, if any, on) and
interest, if any, on the outstanding Debentures due 2025.
If the Company shall, in accordance with Section 901 of the
Indenture, consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an
entirety to any Person, the successor shall succeed to, and be
substituted for, the Person named as the "Company" on the face of this
Debenture, all on the terms set forth in the Indenture.
The Debentures due 2025 are issuable in registered form without
coupons in denominations of $1,000 and any integral multiple of
$1,000. In the manner and subject to the limitations provided in the
Indenture, but without the payment of any service charge, Debentures
due 2025 may be exchanged for an equal aggregate principal amount of
Debentures due 2025 of other authorized denominations at the office or
agency of the Company maintained for such purpose in the Borough of
Manhattan, The City and State of New York.
The Debentures due 2025 may be redeemed as a whole or in part, at
the option of the Company at any time, upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date
fixed for redemption to the holders of the Debentures due 2025 at
their last registered addresses, all as provided in the Indenture, at
a redemption price equal to the greater of (i) 100% of the principal
amount of such Debentures due 2025 and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 12.5 basis points, plus in each case accrued
interest thereon on the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures due 2025
to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term
of such Debentures. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation
with the Company.
"Comparable Treasury Price" means with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such redemption
date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A)
the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than
four such Reference Treasury Deal Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expected in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, CS First Boston Corporation, Goldman,
Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and their respective successors;
provided, however, that if any of the foregoing
<PAGE>
shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
Upon due presentation for registration of transfer of this
Debenture at the office or agency of the Company for such registration
in the Borough of Manhattan, The City and State of New York, a new
Debenture or Debentures of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in
exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental
charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee and any agent of the Company or
the Trustee may deem and treat the registered holder hereof as the
absolute owner of this Debenture (whether or not this Debenture shall
be overdue) for the purpose of receiving payment of the principal of,
premium, if any, and interest on this Debenture, as herein provided,
and for all other purposes, and neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be affected by any
notice of the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on this
Debenture.
No recourse for the payment of the principal of, premium, if any,
or interest on this Debenture, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in any Debenture, or because of
the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Debenture, all terms used in
this Debenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
7% Debenture due 2045
CUSIP 459200 AN1
No.: R 1 $150,000,000
INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation duly
organized and existing under the laws of the State of New York (herein
called the "Company", which term includes any successor corporation under
the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of 150,000,000 Dollars, at the office or agency of the Company in the
Borough of Manhattan, The City and State of New York, on October 30, 2045,
in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts,
and to pay interest, semi-annually on April 30 and October 30 of each year,
on said principal sum at said office or agency, in like coin or currency,
at the rate of 7% per annum, from the April 30 and the October 30, as the
case may be, next preceding the date of this Debenture to which interest
has been paid, unless the date hereof is a date to which interest has been
paid, in which case from the date of this Debenture, or unless no interest
has been paid on the Debentures due 2045 (as defined on the reverse
hereof), in which case from October 30, 1995, until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after April 15 or October 15, as the case
may be, and before the following April 30 or October 30, this Debenture
shall bear interest from such April 30 or October 30; provided, however,
that if the Company shall default in the payment of interest due on such
April 30 or October 30, then this Debenture shall bear interest from the
next preceding April 30 or October 30 to which interest has been paid, or,
if no interest has been paid on the Debentures due 2045, from October 30,
1995. The interest so payable on any April 30 or October 30 will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this Debenture is registered at
the close of business on such April 15 or October 15, as the case may be,
next preceding such April 30 or October 30, unless the Company shall
default in the payment of interest due on such interest payment date, in
which case such defaulted interest, at the option of the Company, may be
paid to the person in whose name this Debenture is registered at the close
of business on a special record date for the payment of such defaulted
interest established by notice to the registered holders of Debentures not
less than ten days preceding such special record date or maybe paid in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures due 2045 may be listed. Payment
of interest may, at the option of the Company, be made by check mailed to
the registered address of the person entitled thereto.
Reference is made to the further provisions of this Debenture set
forth on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: INTERNATIONAL BUSINESS MACHINES CORPORATION
[SEAL]
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION by___________________________________
This is one of the
Securities of the Series
designated herein issued
under the within-mentioned
Indenture. by____________________________________
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
by________________________________
Authorized Signatory
<PAGE>
This Debenture is one of a duly authorized issue of unsecured
debentures, notes or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter specified,
all issued or to be issued under an indenture dated as of October 1, 1993
(hereinafter called the "Indenture"), duly executed and delivered by the
Company to The Chase Manhattan Bank (National Association), a New York
banking corporation, as trustee (hereinafter called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the respective rights and duties thereunder of
the Trustee, the Company and the holders of the Securities. The Securities
may be issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may
bear interest at different rates, may have different conversion prices (if
any), may be subject to different redemption provisions, may be subject to
different sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. This Debenture is one of a series designated as the 7% Debentures
due 2045 of the Company (hereinafter called the "Debentures due 2045")
issued under the Indenture, limited in aggregate principal amount to
$150,000,000.
In case an Event of Default with respect to the Debentures due 2045,
as defined in the Indenture, shall have occurred and be continuing, the
principal hereof together with interest accrued thereon, if any, may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities at the time outstanding of all
series to be affected (acting as one class) to execute supplemental
indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the
Securities of such series to be affected; provided, however, that no such
supplemental indenture shall, among other things, (i) change the fixed
maturity of the principal of, or any installment of principal of or
interest on, any Security; (ii) reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption
thereof; (iii) impair the right to institute suit for the enforcement of
any such payment on or after the fixed maturity thereof (or, in the case of
redemption, on or after the redemption date); (iv) reduce the percentage in
principal amount of the outstanding Securities of any series, the consent
of whose holders is required for any such supplemental indenture, or the
consent of whose holders is required for any waiver (of compliance with
certain provisions of the Indenture or certain defaults thereunder and
their consequences) provided for in the Indenture; (v) change any
obligation of the Company, with respect to outstanding Securities of a
series, to maintain an office or agency in the places and for the purposes
specified in the Indenture for such series; or (vi) modify any of the
foregoing provisions or the provisions for the waiver of certain covenants
and defaults, except to increase any applicable percentage of the aggregate
principal amount of outstanding Securities the consent of the holders of
which is required or to provide with respect to any particular series the
right to condition the effectiveness of any supplemental indenture as to
that series on the consent of the holders of a specified percentage of the
aggregate principal amount of outstanding Securities of such series or to
provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each outstanding Security
affected thereby. It is also provided in the Indenture that the holders of
a majority in aggregate principal amount of the Securities of a series at
the time outstanding may on behalf of the holders of all the Securities of
such series waive any past default under the Indenture with respect to such
series and its consequences, except a default in the payment of the
principal of, premium, if any, or interest, if any, on any Security of such
series or in respect of a covenant or provision which cannot be modified
without the consent of the Holder of each outstanding Security of the
series affected. Any such consent or waiver by the holder of this Debenture
shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debenture and any Debentures due 2045 which may
be issued in exchange or substitution herefor, irrespective of whether or
not any notation thereof is made upon this Debenture or such other
Debentures due 2045.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, if
any, and interest on this Debenture at the place, at the respective times,
at the rate and in the coin or currency herein prescribed.
The Indenture permits the Company to Discharge its obligations with
respect to the Debentures due 2045 on the 91st day following the
satisfaction of the conditions set forth in the Indenture, which include
the deposit with the Trustee of money or U.S. Government Obligations or a
combination thereof sufficient to pay and discharge each installment of
principal of (including premium, if any, on) and interest, if any, on the
outstanding Debentures due 2045.
If the Company shall, in accordance with Section 901 of the Indenture,
consolidate with or merge into any other corporation or convey or transfer
its properties and assets substantially as an entirety to any Person, the
successor shall succeed to, and be substituted for, the Person named as the
"Company" on the face of this Debenture, all on the terms set forth in the
Indenture.
The Debentures due 2045 are issuable in registered form without
coupons in denominations of $1,000 and any integral multiple of $1,000. In
the manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge, Debentures due 2045 may be
exchanged for an equal aggregate principal amount of Debentures due 2045 of
other authorized denominations at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan, The City and State
of New York.
The Debentures due 2045 may be redeemed as a whole or in part, at the
option of the Company at any time, upon mailing a notice of such redemption
not less than 30 nor more than 60 days prior to the date fixed for
redemption to the holders of the Debentures due 2045 at their last
registered addresses, all as provided in the Indenture, at a redemption
price equal to the greater of (i) 100% of the principal amount of such
Debentures due 2045 and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 12.5 basis points, plus
in each case accrued interest thereon on the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Debentures due 2045 to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Debentures.
"Independent Investment Banker" means one of the Reference Treasury Dealers
appointed by the Trustee after consultation with the Company.
"Comparable Treasury Price" means with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on
the third business day preceding such redemption date, as set forth in the
daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (A) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer
than four such Reference Treasury Deal Quotations, the average of all such
Quotations. "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expected in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
at 5:00 p.m. on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, CS First Boston Corporation, Goldman, Sachs &
Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and their respective successors; provided, however,
that if any of the foregoing
<PAGE>
shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
Upon due presentation for registration of transfer of this Debenture
at the office or agency of the Company for such registration in the Borough
of Manhattan, The City and State of New York, a new Debenture or Debentures
of authorized denominations for an equal aggregate principal amount will be
issued to the transferee in exchange herefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee and any agent of the Company or the
Trustee may deem and treat the registered holder hereof as the absolute
owner of this Debenture (whether or not this Debenture shall be overdue)
for the purpose of receiving payment of the principal of, premium, if any,
and interest on this Debenture, as herein provided, and for all other
purposes, and neither the Company nor the Trustee nor any agent of the
Company or the Trustee shall be affected by any notice of the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability
for moneys payable on this Debenture.
No recourse for the payment of the principal of, premium, if any, or
interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental
thereto or in any Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or of
any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Debenture, all terms used in this
Debenture which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
