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)
13-0871985
New York (I.R.S. Employer
(State of Incorporation) Identification No.)
Old Orchard Road, Armonk, New York 10504
(Address of principal (Zip Code)
executive offices)
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
6.45% Notes due 2007 New York Stock Exchange, Inc.
6.22% Debentures due 2027 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
- ----------------------------------------------------------------------
(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 July 30, 1997, and the Prospectus
dated March 6, 1997, copies of which were electronically transmitted
for filing with the Commission pursuant to Rule 424(b) on July 31,
1997, each of which form a part of the Registrant's Registration
Statement on Form S-3 (No. 333-21073), 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 6.45% Note due 2007
2.2 - Form of the Registrant's 6.22% Debenture due 2027
2.3 - Indenture dated as of October 1, 1993, between the
Registrant and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4(a) to the Registration Statement on Form S-3
(No. 33-50537)), as supplemented by the First Supplemental Indenture
dated as of December 15, 1995 relating to the Notes and the Debentures
to be registered hereunder (incorporated by reference to Exhibit 4(c)
to the Registration Statement on Form S-3 (No. 33-65119)).
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/ Janet Andersen
Name: Janet Andersen
Title: Assistant Treasurer
Date: August 1, 1997.
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
6.45% Note due 2007
CUSIP 459200 AQ4
No.: R $
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 , or registered assigns,
the principal sum of Dollars ($ ), at
the office or agency of the Company in the Borough of Manhattan,
The City and State of New York, on August 1, 2007, 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 February 1 and August 1 of
each year, on said principal sum at said office or agency, in like
coin or currency, at the rate of 6.45% per annum, from the February 1
or the August 1, as the case may be, next preceding the date of this
Note 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
Note, or unless no interest has been paid on the Notes (as defined on
the reverse hereof), in which case from August 1, 1997, until payment
of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after January 15
or July 15, as the case may be, and before the following February 1
or August 1, this Note shall bear interest from such February 1 or
August 1; provided, however, that if the Company shall default in the
payment of interest due on such February 1 or August 1, then this Note
shall bear interest from the next preceding February 1 or August 1 to
which interest has been paid, or, if no interest has been paid on the
Notes, from August 1,
<PAGE>
1997. The interest so payable on any February 1 or August 1 will,
subject to certain exceptions provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note is
registered at the close of business on such January 15 or July 15, as
the case may be, next preceding such February 1 or August 1, 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
Note 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 Notes not less than ten days preceding such
special record date or may be paid in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
the Notes 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 Note 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 Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon
<PAGE>
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, as Trustee
by ______________________________
Authorized Signatory
This Note is one of a duly authorized issue of unsecured Notes,
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, 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
Note is one of a
<PAGE>
series designated as the 6.45% Notes due 2007 of the Company
(hereinafter called the "Notes") issued under the Indenture, limited
in aggregate principal amount to $500,000,000.
In case an Event of Default with respect to the Notes, 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
<PAGE>
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 Note
shall be conclusive and binding upon such holder and upon all future
holders and owners of this Note and any Notes which may be issued in
exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this
Note 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 Note 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 Notes 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 Notes.
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
Note, all on the terms set forth in the Indenture.
<PAGE>
The Notes 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, Notes may be exchanged for
an equal aggregate principal amount of Notes 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 Notes 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 Notes 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 the Notes
to be redeemed and (ii) the sum of the present values of the Remaining
Scheduled Payments 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 10 basis points, plus in either case
accrued interest on the principal amount being redeemed to 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 Notes 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
Notes. "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
<PAGE>
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 Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Brothers Inc, and their respective successors; provided,
however, that if any of the foregoing 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.
"Remaining Scheduled Payments" means, with respect to any Note,
the remaining scheduled payments of the principal thereof to be
redeemed and interest thereon that would be due after the related
redemption date but for such redemption; provided, however, that, if
such redemption date is not an interest payment date with respect to
such Note, the amount of the next succeeding scheduled interest
payment thereon will be reduced by the amount of interest accrued
thereon to such redemption date.
Upon due presentation for registration of transfer of this Note
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 Note or
Notes 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
<PAGE>
for any tax or other governmental charge imposed in connection
therewith.
Prior to due presentment for registration of transfer of this
Note, 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 Note (whether or not this Note shall be
overdue) for the purpose of receiving payment of the principal of,
premium, if any, and interest on this Note, 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
Note.
No recourse for the payment of the principal of, premium, if any,
or interest on this Note, 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 Note, 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 Note, all terms used in this
Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
THIS NOTE 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
6.22% Debenture due 2027
CUSIP 459200 AR2
No.: R $
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 , or registered
assigns, the principal sum of Dollars ($ ), at
the office or agency of the Company in the Borough of Manhattan, The
City and State of New York, on August 1, 2027, 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 February 1 and August 1 of each year, on
said principal sum at said office or agency, in like coin or currency,
at the rate of 6.22% per annum, from the February 1 or the August 1,
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 (as defined on the
reverse hereof), in which case from August 1, 1997, until payment of
said principal sum has been made or duly provided for. Notwithstanding
the foregoing, if the date hereof is after January 15 or July 15, as
the case may be, and before the following February 1 or August 1, this
Debenture shall bear interest from such February 1 or August 1;
provided, however, that if the Company shall default in the payment of
interest due on such February 1 or August 1, then this Debenture shall
bear interest from the next preceding February 1 or August 1 to which
interest has been paid, or, if no interest has been
<PAGE>
paid on the Debentures, from August 1, 1997. The interest so payable
on any February 1 or August 1 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 January 15 or July 15, as the case may be, next
preceding such February 1 or August 1, 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 may be paid in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Debentures 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
<PAGE>
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, as Trustee
by ______________________________
Authorized Signatory
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, 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
<PAGE>
the Indenture provided. This Debenture is one of a series designated
as the 6.22% Debentures due 2027 of the Company (hereinafter called
the "Debentures") issued under the Indenture, limited in aggregate
principal amount to $500,000,000.
In case an Event of Default with respect to the Debentures, 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
<PAGE>
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
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.
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 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.
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
<PAGE>
as the "Company" on the face of this Debenture, all on the terms set
forth in the Indenture.
The Debentures 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 may be exchanged
for an equal aggregate principal amount of Debentures 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 may be redeemed as a whole or in part, at the
option of the Company at any time on or after August 2, 2004, 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 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 the Debentures to be redeemed and (ii) the sum
of the present values of the Remaining Scheduled Payments 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 10 basis points, plus in either case accrued interest on the
principal amount being redeemed to 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 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.
<PAGE>
"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 Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Brothers Inc, and their respective successors; provided,
however, that if any of the foregoing 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.
"Remaining Scheduled Payments" means, with respect to any
Debenture, the remaining scheduled payments of the principal thereof
to be redeemed and interest thereon that would be due after the
related redemption date but for such redemption; provided, however,
that, if such redemption date is not an interest payment date with
respect to such Debenture, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.
The Debentures will be redeemable on August 1, 2004, at the
option of the holders thereof, at 100% of their principal amount,
together with interest payable to the date
<PAGE>
of redemption. Less than the entire principal amount of any Debenture
may be redeemed, provided the principal amount which is to be redeemed
is equal to $1,000 or an integral multiple of $1,000. The Company must
receive at the principal office of the Paying Agent, during the period
from and including June 1, 2004 to and including July 1, 2004: (i) the
Debenture with the form entitled "Option to Elect Repayment" on the
reverse of the Debenture duly completed; or (ii)(x) a telegram,
facsimile transmission or letter form a member of a national
securities exchange or the National Association of Securities Dealers,
Inc., or a commercial bank or a trust company in the United States of
America, setting forth the name of the registered holder of the
Debenture, the principal amount of the Debenture, the amount of the
Debenture to be repaid, a statement that the option to elect repayment
is being exercised thereby and a guarantee that the Debenture to be
repaid with the form entitled "Option to Elect Repayment" on the
reverse of the Debenture duly completed, will be received by the
Company not later than five business days after the date of such
telegram, facsimile transmission or letter; and (y) such Debenture and
form duly completed are received by the Company by such fifth business
day. Any such notice received by the Company during the period from
and including June 1, 2004 to and including July 1, 2004 shall be
irrevocable. All questions as to the validity, eligibility (including
time of receipt) and the acceptance of any Debenture for repayment
will be determined by the Company, whose determination will be final
and binding. For all purposes of this paragraph, if August 1, 2004 is
not a business day, it shall be deemed to refer to the next succeeding
business day.
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
<PAGE>
(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.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs
the Company to repay this Debenture (or portion hereof specified
below) pursuant to its terms at a price equal to the principal
amount thereof, together with interest to August 1, 2004, to the
undersigned at
- ---------------------------------------------------------
(Name, Address and Tax I.D. Number of the undersigned)
For this Debenture to be repaid, the Company must receive at
the office of the Paying Agent, during the period from and
including June 1, 2004 to and including July 1, 2004 (i) this
Debenture with this "Option to Elect Repayment" form duly
completed or (ii)(x) a telegram, telex, facsimile transmission or
letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc., or a commercial
bank or a trust company in the United States of America, setting
forth the name of the registered holder of the Debenture, the
principal amount of the Debenture, the amount of the Debenture to
be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Debenture, with
this "Option to Elect Repayment" form duly completed, will be
received by the Company not later than five business days after
the date of such telegram, telex, facsimile transmission or
letter; and (y) this Debenture and the form duly completed are
received by the Company by such fifth business day.
If less than the entire principal amount of this Debenture
is to be repaid, specify the portion thereof (which shall be
$1,000 or an integral multiple of $1,000) which the Holder elects
to have repaid $________. One Debenture will be issued for the
portion not being repaid.
- -------------------- ----------------------------
Date Signature
NOTICE: The signature on this Option to Elect Repayment must
correspond with the name as written upon the face of this
Debenture in every particular without alternation or enlargement
or any other change whatsoever.
